<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 7, 2000
------------------------
UNIVISION COMMUNICATIONS INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
<TABLE>
<S> <C>
COMMISSION FILE NUMBER: 001-12223 I.R.S. EMPLOYER IDENTIFICATION NUMBER: 95-4398884
</TABLE>
1999 AVENUE OF THE STARS, SUITE 3050
LOS ANGELES, CALIFORNIA
(Address of Principal Executive Offices)
90067
(Zip Code)
TEL: (310) 556-7676
(Registrant's Telephone Number, Including Area Code)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
ITEM 2. ACQUISITION OF ASSETS
This amendment no. 1 to the Univision Communications Inc. (the "Company")
report on Form 8K, that was dated August 7, 2000, is being filed to provide the
required historical financial statements in connection with the Company's
investment in Entravision Communications Corporation ("Entravision"), which had
been Entravision Communication Company LLC prior to the completion of its
initial public offering on August 7, 2000.
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 now has
an investment of approximately $310,000,000, 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 existing credit facilities and the remainder with cash from operations.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
See pages F-11 through F-40
(b) Pro forma Financial Information (unaudited)
The unaudited pro forma information provided below pertaining to the
Company's consolidated statement of operations and per share data is based on
the Company's historical results from continuing operations, adjusted to reflect
the Entravision transactions above through August 7, 2000, which resulted in the
Company investing $220,000,000 for an approximate 26% equity interest in
Entravision. The unaudited pro forma information provided below pertaining to
the Company's consolidated statement of operations for the periods discussed is
not necessarily indicative of the Company's consolidated results of operations
had the Entravision transactions explained below been consummated on January 1,
1999, nor is it necessarily indicative of the Company's consolidated results of
operations for any subsequent period.
On a pro forma basis, based on the information available on August 7, 2000
and had the Entravision transactions explained above occurred on January 1,
1999, the Company would have had an equity loss in unconsolidated subsidiary of
$8,390,000 and $9,010,000 on its consolidated statement of operations for the
year ended December 31, 1999 and three months ended March 31, 2000,
respectively. The Company's equity loss in unconsolidated subsidiary of
$8,390,000 was based on Entravision's net loss of $39,957,000, which included
non-cash stock-based compensation expense of $29,143,000 and non-cash interest
expense of $2,500,000. In addition, the equity loss is net of the accretion of
the difference between the Company's equity percentage of Entravision's net book
value and the carrying value of the Company's investment in unconsolidated
subsidiary at August 7, 2000. The Company's equity loss in unconsolidated
subsidiary of $9,010,000 was based on Entravision's net loss of $36,584,000,
which included non-cash interest expense of $31,600,000. In addition, the equity
loss is net of the accretion of the difference between the Company's equity
percentage of Entravision's net book value and the carrying value of the
Company's investment in unconsolidated subsidiary at August 7, 2000.
Furthermore, on a pro forma basis, the Company would have
2
<PAGE>
had an investment in Entravision of $220,000,000 on its balance sheets at
December 31, 1999 and March 31, 2000 had the Entravision transactions occurred
as of those dates.
At December 31, 1999, and March 31, 2000, the Company would have had
additional bank debt of $120,000,000 and additional interest expense of
$8,400,000 and $2,100,000 for the year ended December 31, 1999 and three months
ended March 31, 2000, respectively, using the Company's bank revolver borrowing
rate of 7%.
Based on the impact of the equity loss from Entravision and the additional
interest expense on the consolidated statement of operations of the Company,
diluted earnings per share available to common stockholders before extraordinary
items would have decreased from $0.35 to $0.31 and from $0.09 to $0.06 for the
year ended December 31, 1999 and the three months ended March 31, 2000,
respectively.
For the year ended December 31, 1999 and three months ended March 31, 2000,
excluding the non-cash items (worth $0.02 per Univision diluted share) explained
above, the Company's equity loss in unconsolidated subsidiary would have been
$160,000 and $796,000, respectively.
(c) Exhibits
23.1 Consent of experts and counsel
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
-----------------------------------------
October 20, 2000 George W. Blank
Los Angeles, California Executive Vice President and
Chief Financial Officer
</TABLE>
3
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Members
Entravision Communications Company, L.L.C.
Santa Monica, California
We have audited the accompanying combined balance sheets of Entravision
Communications Company, L.L.C. and its combined affiliates as of December 31,
1998 and 1999, and the related combined statements of operations, equity and
cash flows for each of the three years in the period ended December 31, 1999.
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 combined financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the combined 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 combined financial statements referred to above present
fairly, in all material respects, the financial position of Entravision
Communications Company, L.L.C. and its combined affiliates as of December 31,
1998 and 1999, and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 1999 in conformity with
generally accepted accounting principles.
/s/ MCGLADREY & PULLEN, LLP
Pasadena, California
March 18, 2000, except Note 12, as
to which the date is July 20, 2000
and Note 13 as to which the date is
July 25, 2000
F-11
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C. AND ITS COMBINED AFFILIATES
COMBINED BALANCE SHEETS
DECEMBER 31, 1998 AND 1999 AND MARCH 31, 2000 (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
------------------- -----------
1998 1999 2000
-------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents................................. $ 3,661 $ 2,357 $ 3,513
Receivables:
Trade, net of allowance for doubtful accounts of 1998
$790; 1999 $979; 2000 $941.............................. 9,143 12,392 11,956
Related parties........................................... 284 273 273
Prepaid expenses and taxes.................................. 268 355 1,310
-------- -------- --------
Total current assets.................................... 13,356 15,377 17,052
Property and equipment, net................................. 16,788 27,230 28,736
Intangible assets, net...................................... 95,458 152,387 189,726
Other assets, including deposits on acquisitions of 1998
$5,533; 1999 $8,742; 2000 $24,733......................... 5,689 10,023 33,234
-------- -------- --------
$131,291 $205,017 $268,748
======== ======== ========
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK
AND OWNERS' EQUITY
Current liabilities
Current maturities of notes and advances payable, related
parties................................................. $ 201 $ 231 $ 231
Current maturities of long-term debt...................... 943 1,389 294
Accounts payable and accrued expenses (including related
parties of 1998 $71; 1999 $280; 2000 $230).............. 6,199 7,479 9,130
-------- -------- --------
Total current liabilities............................... 7,343 9,099 9,655
-------- -------- --------
Long-term debt
Subordinated note payable to Univision.................... 10,000 10,000 120,000
Notes payable, less current maturities.................... 88,794 155,917 114,076
-------- -------- --------
98,794 165,917 234,076
Deferred taxes.............................................. 283 1,990 1,990
-------- -------- --------
Total liabilities....................................... 106,420 177,006 245,721
-------- -------- --------
Commitments and Contingencies
Series A mandatorily redeemable convertible preferred stock,
$0.0001 par value, 11,000,000 shares authorized; no shares
issued or outstanding..................................... -- -- --
Members' capital
Entravision Communications Company, L.L.C................. 14,064 59,645 --
Common Stock of member corporations....................... 1,256 1,256 --
Additional paid-in capital of member corporations......... 16,329 16,329 --
Accumulated deficit....................................... (6,217) (48,635) --
Stockholders' equity
Class A common stock, $0.0001 par value, 260,000,000
shares authorized; shares issued and outstanding
4,937,854............................................... -- -- 1
Class B common stock, $0.0001 par value, 40,000,000 shares
authorized; shares issued and outstanding 27,429,313.... -- -- 5
Class C common stock, $0.0001 par value, 25,000,000 shares
authorized; no shares issued or outstanding............. -- -- --
Additional paid-in capital................................ -- -- 23,611
Accumulated deficit....................................... -- -- --
-------- -------- --------
25,432 28,595 23,617
Less: L.L.C. membership and stock subscription notes
receivable.............................................. (561) (584) (590)
-------- -------- --------
24,871 28,011 23,027
-------- -------- --------
$131,291 $205,017 $268,748
======== ======== ========
</TABLE>
See Notes to Combined Financial Statements.
F-12
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C. AND ITS COMBINED AFFILIATES
COMBINED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999 AND THREE MONTHS ENDED MARCH 31,
1999 (UNAUDITED) AND 2000 (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE, PER SHARE AND PER L.L.C. MEMBERSHIP UNIT DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
--------------------------------------- -------------------------
1997 1998 1999 1999 2000
----------- ----------- ----------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Gross revenue (including network compensation
from Univision of $2,947, $4,922, $2,748,
$740 and $1,046)........................... $ 33,419 $ 49,872 $ 66,204 $ 13,013 $ 19,340
Less agency commissions...................... 2,963 5,052 7,205 1,284 2,076
----------- ----------- ----------- ----------- -----------
Net revenue.............................. 30,456 44,820 58,999 11,729 17,264
----------- ----------- ----------- ----------- -----------
Expenses:
Direct operating (including Univision
national representation fees of $1,220,
$2,379, $3,149, $594, and $922)........ 9,184 15,794 24,441 4,672 7,883
Selling, general and administrative
(excluding non-cash stock-based
compensation of $900, $500, $29,143,
$7,286 and $0)......................... 5,845 8,877 11,611 2,510 3,749
Corporate expenses (including related
parties of $321, $453, $522, $81, and
$69)................................... 3,899 3,963 5,809 1,304 1,848
Non-cash stock-based compensation........ 900 500 29,143 7,286 --
Depreciation and amortization............ 10,216 10,934 15,982 3,321 4,877
----------- ----------- ----------- ----------- -----------
30,044 40,068 86,986 19,093 18,357
----------- ----------- ----------- ----------- -----------
Operating income (loss)................ 412 4,752 (27,987) (7,364) (1,093)
Interest expense (including amounts to
Univision of $701, $701, $701, $175 and
$816).................................. (5,222) (8,386) (9,690) (2,043) (4,106)
Non-cash interest expense relating to
Univision conversion option............ -- -- (2,500) -- (31,600)
Interest income.......................... 115 142 99 20 209
----------- ----------- ----------- ----------- -----------
Loss before income taxes............... (4,695) (3,492) (40,078) (9,387) (36,590)
Income tax (expense) benefit................. (254) (210) 121 74 6
Effect of change in tax status............... 7,785 -- -- -- --
----------- ----------- ----------- ----------- -----------
Net income (loss)...................... $ 2,836 $ (3,702) $ (39,957) $ (9,313) $ (36,584)
=========== =========== =========== =========== ===========
Loss per L.L.C. membership unit.............. $ (1.19) $ (0.07) $ (19.12) $ (4.38) $ (18.68)
=========== =========== =========== =========== ===========
Pro forma provision for income taxes
benefit.................................... 643 322 2,499 622 1,777
----------- ----------- ----------- ----------- -----------
Pro forma net loss........................... $ (4,052) $ (3,170) $ (37,579) $ (8,765) $ (34,813)
=========== =========== =========== =========== ===========
Pro forma per-share data:
Net loss per share:
Basic and diluted...................... $ (0.12) $ (0.10) $ (1.16) $ (0.27) $ (1.08)
=========== =========== =========== =========== ===========
Pro forma weighted average common shares
outstanding:
Basic and diluted...................... 32,972,425 32,894,802 32,402,378 32,431,427 32,367,167
=========== =========== =========== =========== ===========
</TABLE>
See Notes to Combined Financial Statements.
F-13
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C. AND ITS COMBINED AFFILIATES
COMBINED STATEMENTS OF EQUITY
YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999
(IN THOUSANDS, EXCEPT SHARE AND L.L.C. MEMBERSHIP UNIT DATA)
<TABLE>
<CAPTION>
ADDITIONAL NOTE
ENTRAVISION COMMON PAID-IN RECEIVABLE
COMMUNICATIONS STOCK CAPITAL OF STOCKHOLDER
COMPANY, OF MEMBER MEMBER AND ACCUMULATED
L.L.C. CORPORATIONS CORPORATIONS MEMBERS DEFICIT TOTAL
-------------- ------------ ------------ ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1996.................. $12,382 $1,254 $16,211 $(519) $ 719 $30,047
Capitalization of 10,000 shares of Valley
Channel 48.............................. -- 1 118 -- -- 119
Issuance of 644,437 Class A membership
units in exchange for assets contributed
by member corporation................... -- -- -- -- -- --
Compensation expense attributable to
employee equity award................... 900 -- -- -- -- 900
Conversion of note payable to stockholder
into Class C membership units........... 240 -- -- -- -- 240
Conversion of 5,000 Class A membership
units into 5,000 Class E and F
membership units........................ -- -- -- -- -- --
Interest earned on notes receivable from
member.................................. 21 -- -- -- -- 21
Increase in notes and subscriptions
receivable from member.................. -- -- -- (21) -- (21)
Repurchase of 500 shares of Golden Hills
Broadcasting Corporation common stock... -- -- -- -- (587) (587)
Net income................................ -- -- -- -- 2,836 2,836
Distributions and dividends to members and
stockholders............................ -- -- -- -- (1,498) (1,498)
------- ------ ------- ----- -------- -------
Balance, December 31, 1997.................. 13,543 1,255 16,329 (540) 1,470 32,057
Capitalization of 9,750 shares of
Telecorpus, Inc......................... -- 1 -- -- -- 1
Issuance of 147,411 Class A membership
units in exchange for assets contributed
by member corporation................... -- -- -- -- -- --
Conversion of 4,500 Class A membership
units into 4,500 Class E and F
membership units........................ -- -- -- -- -- --
Interest earned on notes receivable from
member.................................. 21 -- -- -- -- 21
Increase in notes and subscriptions
receivable from member.................. -- -- -- (21) -- (21)
Repurchase of 1,600 shares of Golden Hills
Broadcasting Corporation common stock... -- -- -- -- (1,000) (1,000)
Compensation expense attributable to
employee equity awards.................. 500 -- -- -- -- 500
Net (loss)................................ -- -- -- -- (3,702) (3,702)
Distributions and dividends to members and
stockholders............................ -- -- -- -- (2,985) (2,985)
------- ------ ------- ----- -------- -------
Balance, December 31, 1998.................. 14,064 1,256 16,329 (561) (6,217) 24,871
Increase in conversion option on
subordinated note agreement relating to
acquisition of business................. 13,915 -- -- -- -- 13,915
Estimated value of subordinated note
conversion option....................... 2,500 -- -- -- -- 2,500
Conversion of 813 Class A membership units
into 813 Class E and F membership
units................................... -- -- -- -- -- --
Interest earned on notes receivable from
member.................................. 23 -- -- -- -- 23
Increase in notes and subscriptions
receivable from member.................. -- -- -- (23) -- (23)
Compensation expense attributable to
employee equity awards.................. 29,143 -- -- -- -- 29,143
Repurchase of 250 shares of Telecorpus,
Inc. common stock....................... -- -- -- -- (61) (61)
Net (loss)................................ -- -- -- -- (39,957) (39,957)
Distributions and dividends to members and
stockholders............................ -- -- -- -- (2,400) (2,400)
------- ------ ------- ----- -------- -------
Balance, December 31, 1999.................. $59,645 $1,256 $16,329 $(584) $(48,635) $28,011
======= ====== ======= ===== ======== =======
</TABLE>
See Notes to Combined Financial Statements.
F-14
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C. AND ITS COMBINED AFFILIATES
COMBINED STATEMENTS OF EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
ADDITIONAL NOTE
ENTRAVISION COMMON PAID-IN RECEIVABLE
COMMUNICATIONS STOCK OF CAPITAL OF STOCKHOLDER
COMPANY, MEMBER MEMBER AND ACCUMULATED
L.L.C. CORPORATIONS CORPORATIONS MEMBERS DEFICIT TOTAL
-------------- ------------ ------------ ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance December 31, 1999................... $59,645 $1,256 $16,329 $(584) $(48,635) $28,011
Interest earned on subscriptions
receivable (Unaudited)................ -- -- 6 (6) -- --
Intrinsic value of subordinated note
conversion option (Unaudited)......... -- -- 31,600 -- -- 31,600
Net loss (Unaudited).................... -- -- -- -- (36,584) (36,584)
Reclassification of accumulated deficit
(Unaudited)........................... (37,284) -- (47,935) -- 85,219 --
To give effect to Reorganization
described in Note 1 (Unaudited)....... (22,361) (1,256) -- 590 -- (23,027)
------- ------ ------- ----- -------- -------
Balance March 31, 2000...................... $ -- $ -- $ -- $ -- $ -- $ --
======= ====== ======= ===== ======== =======
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF COMMON SHARES COMMON STOCK
PREFERRED --------------------------------- --------------------------------
STOCK CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
--------- --------- ---------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Adjustments to give effect to
Reorganization described in Note
1................................... $ -- 4,937,854 27,429,313 -- $ 1 $ 5 $ --
--------- --------- ---------- -------- ---- ---- ----------
Balance March 31, 2000 (Unaudited).... $ -- 4,937,854 27,429,313 -- $ 1 $ 5 $ --
========= ========= ========== ======== ==== ==== ==========
<CAPTION>
STOCK
ADDITIONAL SUBSCRIPTION
PAID-IN ACCUMULATED NOTES
CAPITAL (DEFICIT) RECEIVABLE TOTAL
---------- ----------- ------------ --------
<S> <C> <C> <C> <C>
Adjustments to give effect to
Reorganization described in Note
1................................... $23,611 $ -- $(590) $23,027
------- ---------- ----- -------
Balance March 31, 2000 (Unaudited).... $23,611 $ -- $(590) $23,027
======= ========== ===== =======
</TABLE>
See Notes to Combined Financial Statements.
F-15
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C. AND ITS COMBINED AFFILIATES
COMBINED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999
AND THREE MONTHS ENDED MARCH 31, 1999 (UNAUDITED) AND 2000 (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------ ---------------------------
1997 1998 1999 1999 2000
-------- -------- -------- ------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)......................................... $ 2,836 $ (3,702) $(39,957) $ (9,313) $(36,584)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization........................... 10,216 10,934 15,723 3,254 4,808
Deferred tax expense (benefit).......................... 149 (83) 406 -- --
Effect of change in tax status.......................... (7,785) -- -- -- --
Amortization of debt issue costs........................ 373 1,295 258 65 69
Intrinsic value of subordinated note exchange option.... -- -- 2,500 -- 31,600
Non-cash stock-based compensation....................... 900 500 29,143 7,286 --
Loss on disposal of property and equipment.............. 35 15 100 -- 3
Changes in assets and liabilities, net of effect of
business combinations:
(Increase) in accounts receivable..................... (3,525) (2,446) (3,249) 1,043 436
(Increase) in prepaid expenses and other assets....... (64) (119) (87) 9 (955)
Increase in accounts payable, accrued expenses and
other............................................... 3,374 1,264 1,291 (1,445) 1,651
-------- -------- -------- -------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES........... 6,509 7,658 6,128 899 1,028
-------- -------- -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of equipment........................... 7 19 116 -- 25
Purchases of property and equipment....................... (2,366) (3,094) (12,825) (4,642) (2,693)
Cash deposits and purchase price on acquisitions.......... (59,549) (22,511) (46,354) (12,403) (61,158)
-------- -------- -------- -------- --------
NET CASH (USED IN) INVESTING ACTIVITIES............. (61,908) (25,586) (59,063) (17,045) (63,826)
-------- -------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock.................... 119 -- -- -- --
Principal payments on notes payable....................... (1,227) (288) (352) (83) (61,706)
Proceeds from borrowings on notes payable................. 58,079 24,407 54,913 15,914 125,660
Dividends paid to members for income taxes................ (1,498) (2,985) (2,400) (261) --
Purchase and retirement of common stock................... (587) (500) (530) -- --
Payments of deferred debt costs........................... (123) (1,295) -- -- --
-------- -------- -------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES........... 54,763 19,339 51,631 15,570 63,954
-------- -------- -------- -------- --------
Net increase (decrease) in cash and cash
equivalents....................................... (636) 1,411 (1,304) (576) 1,156
CASH AND CASH EQUIVALENTS
Beginning................................................. 2,886 2,250 3,661 3,661 2,357
-------- -------- -------- -------- --------
Ending.................................................... $ 2,250 $ 3,661 $ 2,357 $ 3,085 $ 3,513
======== ======== ======== ======== ========
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest................................................ $ 3,672 $ 6,744 $ 10,542 $ 1,125 $ 2,772
======== ======== ======== ======== ========
Income taxes (refunds), 1997 $88; 1998 $274; 1999
$308.................................................. $ (36) $ 51 $ 96 $ 39 $ 225
======== ======== ======== ======== ========
Supplemental Disclosures of Non-cash Investing and Financing
Activities
Conversion of note payable for Class C L.L.C. membership
units................................................... $ 240 $ -- $ -- $ -- $ --
======== ======== ======== ======== ========
Issuance of note payable in connection with redemption of
common stock of member corporations..................... $ -- $ 500 $ 30 $ -- $ --
======== ======== ======== ======== ========
Assets Acquired and Debt Issued in Business Combinations
Current assets.......................................... $ 636 $ 99 $ 86 $ 86 $ 7,751
Broadcast equipment and furniture and fixtures.......... 12,001 1,343 4,477 1,636 626
Intangible assets....................................... 55,991 16,733 67,533 16,145 40,636
Current liabilities..................................... -- (164) -- -- --
Deferred taxes.......................................... (7,974) -- (2,112) (2,112) --
Notes payable........................................... (84) (350) (12,000) -- --
Increase in subordinated debt exchange option........... -- -- (13,915) -- --
Estimated fair value allocated to option agreement...... -- -- -- -- (3,015)
Less cash deposits from prior year...................... (1,521) (500) (5,533) (1,700) (1,500)
-------- -------- -------- -------- --------
NET CASH PAID....................................... $ 59,049 $ 17,161 $ 38,536 $ 14,055 $ 44,498
======== ======== ======== ======== ========
</TABLE>
See Notes to Combined Financial Statements.
F-16
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS
NOTE 1. NATURE OF BUSINESS, REORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES
NATURE OF BUSINESS
Entravision Communications Company, L.L.C. (ECC LLC) and its combined
affiliates (hereinafter, individually and collectively, the Company) primarily
own and operate Spanish-language television stations serving predominantly the
Southwestern United States. Each of the Spanish-language stations is a Univision
Communications Inc. (Univision) affiliate. Univision is the leading
Spanish-language television broadcaster in the United States and makes available
to its affiliates 24-hour Spanish-language programming. Additionally, the
Company owns and operates an English-language United Paramount Network (UPN)
affiliate television station in San Diego. The Company also operates a
television station in Las Vegas under a local marketing agreement.
The Company also owns and operates Spanish-language radio stations in the
Southwest United States. The television and radio stations are collectively
referred to as the "broadcast properties." The revenue associated with the radio
stations was $2.4 million, or approximately 4%, for the year ended December 31,
1999. See Note 13 for a discussion of acquisitions of additional broadcast
properties subsequent to December 31, 1999.
Pursuant to Univision network affiliation agreements, Univision acts as the
Company's exclusive sales representative for the sale of all national
advertising aired on Univision television stations. National sales represent
time sold on behalf of the Company's stations by sales representatives employed
by Univision. Proceeds of national sales are remitted to the Company by
Univision, net of an agency commission and a network representative fee. The
affiliation agreements expire at various dates through December 2021.
FORMATION OF ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
Entravision Communications Company, L.L.C. (ECC LLC), a Delaware limited
liability company, was formed on January 11, 1996. ECC LLC was established by
the three primary stockholders of the then existing affiliated entities to own
and operate the broadcast properties.
ECC LLC was inactive until it assumed the operations of television stations
KVER, KINC, KBNT, KCEC and KSMS on November 1, 1996 under local marketing
agreements (LMAs) whereby the operating revenue and expenses of these companies
accrued to the benefit of ECC LLC. Each of these companies received membership
interests in ECC LLC in exchange for the LMAs and asset contribution agreements.
These LMAs were in effect through May 31, 1997, at which time, upon Federal
Communications Commission (FCC) approval, each of these companies and KNVO
transferred their operations and all of their operating assets and liabilities
except for acquisition debt to ECC LLC in accordance with the asset contribution
agreements. The operating assets, liabilities and operations of KORO were
transferred to ECC LLC in exchange for membership interests in ECC LLC on
April 21, 1998.
KBNT, KCEC, KVER and KINC operated under common ownership that was not
identical prior to the formation of ECC LLC. Accordingly, effective upon the
execution of the local marketing agreements and asset contribution agreements,
the Company applied purchase accounting. In its application of purchase
accounting, the Company determined KBNT to be the accounting acquirer as this
Affiliate received the largest share of ECC L.L.C. membership interests in the
exchange and was the largest broadcast property as measured by revenue,
operating income, cash flows from operations and estimated fair value. KBNT was
owned 84% by its principal stockholder who also owned an 18% interest in KCEC.
As such, the assets and liabilities of KCEC, KVER, KINC and KEMS were recorded
at their fair value to
F-17
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1. NATURE OF BUSINESS, REORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
the extent of the ownership interest of each respective company owned by other
than the principal stockholder of KBNT and at historical cost for the ownership
interest owned by the KBNT principal stockholder.
KSMS, KNVO and KORO were each acquired subsequent to January 1996 through
newly formed thinly capitalized acquisition companies owned directly by the
member corporation's stockholders in proportion to their direct and indirect
membership interest in ECC L.L.C. prior to each acquisition. Each of these
acquisitions was with unrelated parties at fair value. Upon the consummation of
the LMAs and asset contribution agreements on November 1, 1996, each of the
members of ECC L.L.C. and all of the individual stockholders of the corporations
have been considered members of a control group. Accordingly, effective upon the
execution of the KSMS, KNVO and KORO LMAs and asset contribution agreements, the
assets and liabilities of these companies were recorded at their historical cost
which approximated fair value at the time.
REORGANIZATION
Entravision Communications Corporation (ECC), a Delaware corporation, was
formed on February 11, 2000, as a subsidiary of ECC LCC. The First Restated
Certificate of Incorporation authorizes both preferred and common stock. The
common stock has three classes identified as A, B and C which have similar
rights and privileges except the Class B common stock provides ten votes per
share as compared to one vote per share for all other classes of common stock.
Additionally, Univision, as the holder of all Class C common stock, will be
entitled to vote as a separate class to elect two directors, and will have the
right to vote as a separate class on certain material transactions. Class B and
C common stock is convertible at the holder's option into one fully paid and
nonassessable share of Class A common stock and is required to be converted into
one share of Class A common stock upon certain events as defined in the First
Restated Certificate of Incorporation. The Series A mandatorily redeemable
convertible preferred stock has limited voting rights, and accrues an 8.5%
dividend.
The purpose of the formation of ECC is to effect an exchange transaction
whereby direct and indirect ownership interests in ECC L.L.C. will be exchanged
for Class A or Class B common stock of ECC. The Class B common stock will be
issued to Walter F. Ulloa, Philip C. Wilkinson and Paul A. Zevnik in exchange
for their direct and indirect ownership interests. In addition, the remaining
individual members and stockholders of Cabrillo Broadcasting Corporation (KBNT),
Golden Hills Broadcasting Corporation (KCEC), Las Tres Palmas Corporation
(KVER), Tierra Alta Broadcasting, Inc. (KINC), KSMS-TV, Inc. (KSMS), Valley
Channel 48, Inc. (KNVO) and Telecorpus, Inc. (KORO) (collectively, the
Affiliates) will exchange their common shares of these corporations for Class A
common shares in ECC. Accordingly, the Affiliates will become wholly-owned
subsidiaries of ECC. Additionally, Univision will exchange its subordinated note
for Class C common stock. The number of common shares of ECC to be issued to the
individual members of ECC L.L.C. and the stockholders of the affiliates will be
determined in such a manner that the ownership interest in ECC will equal the
direct and indirect ownership interest in ECC L.L.C. immediately prior to the
exchange.
This reorganization and exchange transaction will become effective
immediately prior to the effective date of the initial public offering of ECC
expected to be consummated during 2000.
F-18
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1. NATURE OF BUSINESS, REORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
SIGNIFICANT ACCOUNTING POLICIES
BASIS OF COMBINATION
The accompanying combined financial statements include the accounts of ECC
L.L.C., its subsidiaries and affiliates. All significant intercompany accounts
and transactions have been eliminated in combination. Each of the combined
companies is operated under common senior management who also have key elements
of ownership control.
UNAUDITED INTERIM FINANCIAL INFORMATION
The interim financial information of the Company for the three months ended
March 31, 1999 and 2000 is unaudited. The unaudited interim financial
information has been prepared on the same basis as the annual financial
statements except for the Reorganization and, in the opinion of management,
reflect all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the financial position, results of operations and
cash flows as of and for the three months ended March 31, 1999 and 2000.
The Reorganization and exchange transaction described above will become
effective immediately prior to the effective date of the initial public offering
of ECC which is expected to be consummated during 2000. ECC L.L.C. and
affiliates are considered to be under common control.
The capital structure of the combined financial statements, including share
data has been presented as if the exchange transaction took place as of
March 31, 2000.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
The Company's operations are affected by numerous factors including changes
in audience acceptance (i.e., ratings), priorities of advertisers, new laws and
governmental regulations and policies, and technological advances. The Company
cannot predict if any of these factors might have a significant impact on the
television and radio industries 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. Significant estimates and assumptions made by management are used
for, but not limited to, the allowance for doubtful accounts, the carrying value
of long-lived and intangible assets and the fair value of the Company's common
stock used to determine interest and compensation expense.
CASH AND CASH EQUIVALENTS
For purposes of reporting cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents.
F-19
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1. NATURE OF BUSINESS, REORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
INTEREST RATE CAP AGREEMENTS
Interest rate cap agreements are principally used by the Company in the
management of interest rate exposure. The differential to be paid or received is
accrued as interest rates change and is recorded in the statement of operations.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost. Depreciation and amortization
are provided using accelerated and straight-line methods over the following
estimated useful lives:
<TABLE>
<CAPTION>
YEARS
-----------------
<S> <C>
Buildings and land improvements............................. 39
Transmission, studio and broadcast equipment................ 5-10
Office and computer equipment............................... 5-7
Transportation equipment.................................... 5
Leasehold improvements...................................... Lesser of the
life of the lease
or economic life
of the asset
</TABLE>
INTANGIBLE ASSETS
Intangible assets consisting of the following items are amortized on a
straight-line method over the following estimated useful lives:
<TABLE>
<CAPTION>
YEARS
--------
<S> <C>
FCC licenses................................................ 15
Univision affiliation agreements............................ 15
Goodwill.................................................... 15
Time brokerage agreements................................... 15
Noncompete agreements....................................... 2-5
Construction rights and permits............................. 15
Other....................................................... 1-10
</TABLE>
Deferred debt costs related to the Company's credit facility are amortized
on a method that approximates the interest method over the respective life of
the credit facility.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company reviews its long-lived assets and intangibles related to those
assets periodically to determine potential impairment by comparing the carrying
value of the long-lived assets and identified goodwill with the estimated future
net undiscounted cash flows expected to result from the use of the assets,
including cash flows from disposition. Should the sum of the expected future net
cash flows be less than the carrying value, the Company would recognize an
impairment loss at that date. An impairment loss would be measured by comparing
the amount by which the carrying value exceeds the fair value (estimated
discounted future cash flows) of the long-lived assets and identified goodwill.
F-20
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1. NATURE OF BUSINESS, REORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
Goodwill not identified with impaired assets is evaluated to determine
whether events or circumstances warrant a write-down or revised estimates of
useful lives. The Company determines impairment by comparing the carrying value
of goodwill with the estimated future net undiscounted cash flows expected to
result from the use of the assets, including cash flows from disposition. Should
the sum of the expected future net cash flows be less than the carrying value,
the Company would recognize an impairment loss at that date. Impairment losses
are measured by comparing the amount by which the carrying value exceeds the
fair value (estimated discounted future cash flows) of the goodwill.
To date, management has determined that no impairment of long-lived assets
and goodwill exists.
CONCENTRATIONS OF CREDIT RISK
The Company's financial instruments that are exposed to concentrations of
credit risk consist primarily of cash and cash equivalents and trade accounts
receivable. The Company from time to time may have bank deposits in excess of
the FDIC insurance limits. The Company has not experienced any losses in such
accounts and believes it is not exposed to any significant credit risk on cash
and cash equivalents.
The Company routinely assesses the financial strength of its customers and,
as a consequence, believes that their trade receivable credit risk exposure is
limited. Credit losses for bad debts are provided for in the financial
statements through a charge to the allowance, and aggregated $0.7 million,
$0.6 million and $0.8 million for the years ended December 31, 1997, 1998 and
1999, respectively. A valuation allowance is provided for known and anticipated
credit losses.
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:
CASH AND CASH EQUIVALENTS
The carrying amount approximates fair value because of the short maturity of
those instruments.
LONG-TERM DEBT
The carrying amount approximates the fair value of the Company's long-term
debt based on the quoted market prices for the same or similar issues or on the
current rates offered to the Company for debt of the same remaining maturities
with similar collateral requirements.
INCOME TAXES
Deferred taxes are provided on a liability method whereby deferred tax
assets are recognized for deductible temporary differences and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when it is determined to be more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment.
F-21
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1. NATURE OF BUSINESS, REORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
Prior to the reorganization of the Company, as discussed above, the
organization included various taxpaying and non-taxpaying entities as discussed
below. Each of the entities files separate federal and state tax returns.
Deferred taxes have not been provided for the difference between the book
and tax basis of intangible assets, broadcast equipment, and furniture and
fixtures for the non-taxpaying entities. As a result of the reorganization, the
Company will record a deferred tax liability with a corresponding charge to tax
expense of approximately $7.5 million. At December 31, 1999, the temporary
difference between book and tax bases of assets is approximately $18.7 million.
Entravision Communications Company, L.L.C., Entravision Holdings, LLC,
Entravision, L.L.C., Entravision-El Paso, L.L.C. and Entravision Communications
of Midland, LLC are limited liability companies and, as such, are taxed as
partnerships.
Cabrillo Broadcasting Corporation, Golden Hills Broadcasting Corporation,
Las Tres Palmas Corporation, Tierra Alta Broadcasting, Inc., KSMS-TV, Inc.,
Valley Channel 48, Inc. and Telecorpus, Inc. have elected to be taxed under
sections of federal and state income tax law which provide that, in lieu of
corporation income taxes, the stockholders separately account for their pro rata
share of the companies' items of income, deductions, losses and credits, and the
companies will pay state taxes at a reduced rate.
Los Cerezos Television Company is taxed as a C-corporation.
Prior to January 23, 1997 Valley Channel 48, Inc. was taxed as a
C-corporation and prior to January 1, 1996, Golden Hills Broadcasting
Corporation was a C-corporation. As a result of the Tax Reform Act of 1986,
these companies and Telecorpus, Inc. are subject to a tax on any unrecognized
"built-in gains" realized during the ten-year period after their respective
conversion to S-corporation status. The built-in gains tax is a corporate tax
computed by applying the corporate tax rate to any appreciation related to
assets owned at the date of conversion to S status. Upon the 1997 filing of the
election by Valley Channel 48, Inc. to be taxed as an S-corporation, the
previously recorded net deferred tax liability was reduced to an amount that
represents taxes that might be payable due to the built-in gains tax. As a
result, approximately $7.8 million was recorded as a tax benefit representing
the reversal of previously recorded deferred taxes. Each of these companies has
provided a deferred tax liability for built-in gains that represent the
estimated liability for built-in gains tax.
ADVERTISING COSTS
Advertising costs are expensed as incurred. Advertising expense totaled
approximately $0.2 million, $0.6 million and $0.9 million for the years ended
December 31, 1997, 1998 and 1999, respectively.
REVENUE RECOGNITION
Revenue related to the sale of advertising is recognized at the time of
broadcast. Network compensation is recognized ratably over the period of the
agreement.
SEGMENT INFORMATION
In accordance with Statement of Financial Accounting Standards (SFAS)
No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION,
management has determined that the Company has one reportable segment.
Furthermore, management has determined that all of its broadcast properties are
F-22
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1. NATURE OF BUSINESS, REORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
subject to the same regulatory environment with their respective programs
directed toward similar classes of viewers and listeners through similar
distribution methods.
LOCAL MARKETING AND TIME BROKERAGE AGREEMENTS
The Company operates certain stations under local marketing agreements and
time brokerage agreements whereby the Company sells and retains all advertising
revenue. The broadcast station licensee retains responsibility for ultimate
control of the station in accordance with all FCC rules and regulations. The
Company pays a fixed fee to the station owner, as well as all expenses of the
station, and performs other functions. The financial results of the local
marketing and time brokerage agreements operated stations are included in the
Company's statement of operations from the date of commencement of the
respective LMAs, and were not significant in any of the years presented.
TRADE TRANSACTIONS
The Company exchanges broadcast time for certain merchandise and services.
Trade revenue and the related receivables are recorded when spots air at the
fair value of the goods or services received or time aired, whichever is more
readily determinable. Trade expense and the related liability are recorded when
the goods or services are used or received. Trade revenue and costs were
approximately $0.4 million, $0.9 million and $1.3 million for the years ended
December 31, 1997, 1998 and 1999, respectively.
STOCK-BASED COMPENSATION
The Company accounts for stock-based employee compensation under the
requirements of Accounting Principles Board (APB) Opinion No. 25, which does not
require compensation to be recorded if the consideration to be received is at
least equal to fair value of the L.L.C. membership units to be received at the
measurement date. Nonemployee stock-based transactions are accounted for under
the requirements of SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, which
requires compensation to be recorded based on the fair value of the securities
issued or the services received, whichever is more reliably measurable.
EARNINGS PER MEMBERSHIP UNIT
Basic earnings per unit is computed as net income (loss) divided by the
number of membership units outstanding as of the last day of each period.
Diluted earnings per unit reflects the potential dilution that could occur from
membership units through options and convertible securities.
For the years ended December 31, 1997, 1998 and 1999, all dilutive
securities have been excluded as their inclusion would have had an antidilutive
effect on earnings per membership unit. If options and convertible debt
securities had not been excluded, 676,516, 674,923 and 718,308 of membership
units respectively would have been included in the denominator.
F-23
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1. NATURE OF BUSINESS, REORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
The following table sets forth the calculation of income loss per membership
unit:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
--------------------------------- ---------------------
1997 1998 1999 1999 2000
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Earnings (loss)
Net income (loss)...................... $ 2,836 $ (3,702) $ (39,957) $ (9,313) $ (36,584)
Less income (loss) of member
corporations......................... 4,981 (3,566) (3,547) (951) (1,021)
--------- --------- --------- --------- ---------
Net loss applicable to L.L.C.
members.............................. $ (2,145) $ (136) $ (36,410) $ (8,362) $ (35,563)
========= ========= ========= ========= =========
Membership Units
L.L.C. membership units outstanding.... 1,796,763 1,907,731 1,903,951 1,907,731 1,903,951
========= ========= ========= ========= =========
</TABLE>
PRO FORMA INCOME TAX ADJUSTMENTS AND PRO FORMA EARNINGS PER SHARE
The pro forma income tax information included in these financial statements
is to show what the significant effects might have been on the historical
statements of operations had the Company and its affiliates not been treated as
flow-through entities not subject to income taxes. The pro forma information
reflects a provision for income taxes at the assumed effective rate in the years
ended December 31, 1997, 1998 and 1999.
The weighted average number of shares of common stock outstanding during the
periods used to compute pro forma net income (loss) per share is based on the
conversion ratio used to exchange ECC LLC membership units and member
corporation shares for shares of ECC's common stock immediately prior to the
effective date of ECC's Initial Public Offering.
COMPREHENSIVE INCOME
As of January 1, 1998, the Company adopted SFAS No. 130, REPORTING
COMPREHENSIVE INCOME. SFAS No. 130 established the requirements for the
reporting and presentation of comprehensive income and its components. For the
years ended December 31, 1997, 1998 and 1999, and for the three months ended
March 31, 1999 and 2000 the Company had no components of comprehensive income
and, therefore, net income is equal to comprehensive income.
NEW PRONOUNCEMENT
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, which is required
to be adopted in all fiscal quarters of all fiscal years beginning after
June 15, 2000. The Statement permits early adoption as of the beginning of any
fiscal quarter after its issuance. The Company will adopt the new Statement
effective January 1, 2001. The Statement will require the Company to recognize
all derivatives on the balance sheet at fair value. Derivatives that are not
hedges must be adjusted to fair value through income. If the derivative is a
hedge, depending on the nature of the hedge, changes in the fair value of
derivatives will either be offset against the change in fair value of the hedged
assets, liabilities or firm commitment through earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be immediately
recognized in earnings. Because of the Company's minimal use of derivatives,
management does not anticipate that the adoption of the new Statement will have
a significant effect on the Company's earnings or financial position.
F-24
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2. BUSINESS COMBINATIONS
During the years ended December 31, 1997, 1998 and 1999, the Company
acquired the following companies, all of which were accounted for as purchase
business combinations with the operations of the businesses included subsequent
to their respective acquisition dates. The allocation of the respective purchase
prices are generally based upon management's estimates of the discounted future
cash flows to be generated from the broadcast properties for intangible assets
and replacement cost for tangible assets, and as it relates to the 1999
acquisitions reflects management's preliminary allocation of purchase price.
1997 ACQUISITIONS
VALLEY CHANNEL 48, INC. (KNVO)
On January 23, 1997, the Company acquired all of the issued and outstanding
common stock of Valley Channel 48, Inc. for approximately $24.6 million in cash
plus the assumption of certain liabilities. Valley Channel 48, Inc. operates a
Univision affiliate in the McAllen, Harlingen/Brownsville, Texas market.
The excess purchase price over tangible net assets acquired of
$28.8 million was allocated to specifically identifiable intangibles consisting
of $1.1 million to presold commercial advertising contracts, $1.7 million to the
FCC license, $13.9 million to the Univision affiliation agreement, $0.3 million
to a noncompete agreement. The remaining excess purchase price of $11.8 million
was recorded as goodwill.
KINT-TV
On June 4, 1997, the Company purchased substantially all of the assets
relating to television station KINT-TV which operates the El Paso, Texas
Univision affiliate and all of the stock of 26 de Mexico S.A. de C.V. (a Mexican
corporation) for approximately $25.2 million.
The excess of the purchase price over the tangible net assets of
$19.0 million was allocated to specifically identifiable intangibles consisting
of $14.6 million to the Univision affiliation agreement, $3.0 million to the FCC
license, $1.1 million to presold commercial advertising contracts, $0.2 million
to the stock of the Mexican corporation and $0.1 million to other identifiable
intangibles.
KINT-FM AND KSVE-AM
On September 24, 1997, the Company acquired substantially all of the assets
of KINT-FM and KSVE-AM, both Spanish-programmed radio stations operating in El
Paso, Texas, for $4.0 million. From June 4, 1997 through September 24, 1997, ECC
operated these stations under a local marketing agreement.
The excess purchase price over the tangible assets acquired of $3.4 million
was allocated to specifically identified intangibles consisting of $2.9 million
to the FCC license, $0.2 million to presold commercial advertising contracts and
$0.2 million to other identifiable intangibles. The remaining excess purchase
price of $0.1 million was recorded as goodwill.
KLDO
On August 14, 1997, the Company acquired substantially all of the assets of
Panorama Broadcasting Co., which owned and operated the Laredo, Texas, Univision
affiliate, for $6.3 million.
The excess purchase price over tangible assets of $4.5 million was allocated
to specifically identified intangibles consisting of $3.5 million to the
Univision affiliation agreement, $0.3 million to the FCC license
F-25
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2. BUSINESS COMBINATIONS (CONTINUED)
and $0.2 million to presold commercial advertising contracts. The remaining
excess purchase price of $0.5 million was recorded as goodwill.
1998 ACQUISITIONS
ENTRAVISION COMMUNICATIONS OF MIDLAND, LLC
On January 22, 1998, the Company entered into an agreement with an unrelated
third party and formed Entravision Communications of Midland, LLC (Midland). The
purpose of this new entity is to construct a new UHF television station in
Midland, Texas. The Company acquired an 80% interest in Midland for
$0.3 million and advanced Midland $2.6 million to obtain the rights to a
construction permit under an auction and settlement agreement pursuant to an FCC
application. As of December 31, 1999, construction of the station had not
commenced.
The agreement also contains options whereby, commencing one year from the
date that the station begins program test operations, ECC may acquire the
remaining interest in Midland for a predetermined exercise price, as defined in
the agreement.
LA PAZ WIRELESS CORPORATION (KVYE)
On March 15, 1998, the Company acquired substantially all of the assets of
La Paz Wireless Corporation, which owned television station KVYE in El Centro,
California. The purchase price was $0.7 million, consisting of $0.1 million in
cash, seller financing of $0.4 million and the assumption of certain liabilities
in the amount of $0.2 million. Prior to the acquisition, the Company operated
this station as a Univision affiliate under a local marketing agreement.
The purchase price of $0.7 million was allocated to specifically
identifiable intangibles consisting of $0.5 million to the FCC license and
$0.2 million to goodwill.
TELECORPUS, INC. (KORO)
On April 21, 1998, the Company, acquired all of the outstanding capital
stock of Telecorpus, Inc. for approximately $14.6 million. Telecorpus, Inc.
operates a Univision affiliate in Corpus Christi, Texas.
The excess purchase price over tangible net assets acquired of
$13.2 million was allocated to specifically identifiable intangibles consisting
of $0.4 million to presold advertising contracts, $1.9 million to the FCC
license, $4.5 million to the Univision affiliation agreement, $5.8 million to
noncompete agreements. The remaining purchase price of $0.6 million was recorded
as goodwill.
1999 ACQUISITIONS
BRAWLEY BROADCASTING COMPANY AND KAMP RADIO, INC.
On January 6, 1999, the Company acquired substantially all of the assets of
Brawley Broadcasting Company and KAMP Radio, Inc., which include the radio
stations KAMP (AM) El Centro, California; KWST (FM) Brawley, California; and
KMXX (FM) Imperial, California. The purchase price was $2.5 million of which
$0.4 million was previously deposited in escrow with the remainder being paid in
cash at closing.
F-26
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2. BUSINESS COMBINATIONS (CONTINUED)
The excess purchase price over tangible net assets acquired of $2.0 million
was allocated to specifically identifiable intangibles consisting of
$1.4 million to the FCC license, and $0.2 million to other identifiable
intangibles. The remaining excess purchase price of $0.4 million was recorded as
goodwill.
LATIN COMMUNICATIONS GROUP TELEVISION, INC.
On February 4, 1999 the Company purchased all of the assets of Latin
Communications Group Television, Inc. relating to television station WVEN-LP, in
Orlando, Florida and WVEA-LP in Tampa Florida.
Additionally, the Company, through a newly formed acquisition corporation,
Los Cerezos Acquisition Co. with no other activities other than to complete this
purchase, purchased all of the outstanding capital stock of Los Cerezos
Television Company. Los Cerezos Television Company operates television station
WMDO-LP in Washington, D.C. The aggregate purchase price paid in connection with
these acquisitions was approximately $15.3 million including the assumption of
certain liabilities totaling $2.1 million.
The excess purchase price over tangible net assets acquired of
$14.2 million was allocated to specifically identifiable intangible assets
consisting of $0.9 million to presold commercial advertising contracts,
$2.2 million to FCC licenses, $7.4 million to Univision affiliation agreements,
and $0.2 million to noncompete agreements. The remaining excess purchase price
of $3.5 million was recorded as goodwill.
The Company previously operated these stations under a local marketing
agreement beginning in November 1998.
KLUZ-TV
On April 1, 1999, the Company acquired substantially all of the assets of
Univision affiliate television stations KLUZ and K48AM in Albuquerque, New
Mexico from Univision. The purchase price was $14.9 million of which
$1.0 million was cash. As part of the acquisition consideration, the Company
provided Univision a 2% increase in its conversion exchange option under the
subordinated note agreement (see Note 5). The incremental exchange option has
been assigned a value of $13.9 million and has been recorded as additional
paid-in capital as a result of this acquisition.
The excess purchase price over tangible net assets acquired of
$13.5 million was allocated to specifically identifiable intangibles consisting
of $7.3 million to the FCC license, $0.6 million to presold commercial
advertising contracts, and $5.6 million to the Univision affiliation agreement.
TELEVISORA ALCO, S.A. DE C.V. (XUPN)
On June 9, 1999, pursuant to a special authorization obtained from the
Mexican Foreign Investment General Bureau, the Company acquired a 40% minority,
limited voting interest (neutral investment stock) in Televisora Alco S.A. de
C.V. (ALCO), a Mexican corporation which operates XUPN-TV in Tecate, Baja
California, Mexico. The purchase price for the 40% interest was $0.5 million in
cash. The Company is accounting for this investment under the equity method of
accounting. This station began broadcasting in November 1999 which resulted in
insignificant revenue and expenses.
On June 9, 1999, the Company also acquired all of the outstanding voting
capital stock, and 60% of the limited voting capital stock, of Comercializadora
Frontera Norte S.A. de C.V. (CFN), a Mexican corporation, which has a time
brokerage agreement with Alco, providing it with broadcast and advertising
F-27
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2. BUSINESS COMBINATIONS (CONTINUED)
rights. ALCO holds absolute control on the contents and other broadcast issues.
The aggregate consideration paid for this acquisition and related transactions
was approximately $19.5 million, of which $7.5 million was in cash with the
remaining $12.0 million payable over twelve years. The entire purchase price was
allocated to the intangible asset time brokerage agreements.
On August 10, 1999, CFN assigned all of its rights and obligations under the
time brokerage agreement to ECC. As a result, the gross revenue and expenses of
this broadcast property have been included in the accompanying consolidated
financial statements. The time brokerage agreement provides for a ten-year term
with successive 30-year renewals.
DESOTO BROADCASTING (WBSV)
On September 20, 1999, the Company acquired substantially all of assets of
DeSoto Broadcasting, Inc., DeSoto Channel 62 Associates, and Omni
Investments, Inc. These companies collectively owned the assets and licenses to
operate WBSV in Venice (Sarasota), Florida. The purchase price was
$17.0 million of which $0.9 million was previously deposited in escrow with the
reminder paid in cash at closing.
The excess purchase price over tangible net assets acquired of
$15.8 million was allocated to the FCC license.
PAISANO COMMUNICATIONS (KBZO)
On December 20, 1999, the Company acquired substantially all of the assets
of Paisano Communications which includes low power television stations KBZO-LP,
Lubbock, Texas; K31DM, San Angelo, Texas: K48FR, Amarillo, Texas and radio
station KBZO (AM), Lubbock, Texas. The purchase price, was $2.3 million in cash.
The excess purchase price over tangible net assets acquired of $2.1 million
was allocated to specifically identifiable intangible assets consisting of
$0.3 million to the FCC license, $1.3 million to Univision affiliation agreement
and $0.3 million to noncompete agreements. The remaining excess purchase price
of $0.2 million was recorded as goodwill.
See Note 13 for acquisitions subsequent to year end.
PRO FORMA RESULTS (UNAUDITED)
The following pro forma results of continuing operations assume the 1998 and
1999 acquisitions discussed above occurred on January 1, 1998. The unaudited pro
forma results have been prepared using the historical financial statements of
the Company and each acquired entity. The unaudited pro forma results give
effect to certain adjustments including amortization of goodwill, depreciation
of property and equipment, interest expense and the related tax effects.
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1998 1999
(IN MILLIONS OF DOLLARS EXCEPT PER MEMBERSHIP UNIT) (UNAUDITED) (UNAUDITED)
--------------------------------------------------- ----------- -----------
<S> <C> <C>
Net revenue........................................... $ 61.2 $ 63.3
Net (loss)............................................ (5.8) (38.4)
Basic and diluted net (loss) per membership unit...... $(3.04) $(20.17)
</TABLE>
The above pro forma financial information does not purport to be indicative
of the results of operations had the 1998 and 1999 acquisitions actually taken
place on January 1, 1998, nor is it intended to be a projection of future
results or trends.
F-28
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 3. PROPERTY AND EQUIPMENT
Property and equipment at December 31 consists of:
<TABLE>
<CAPTION>
(IN MILLIONS OF DOLLARS) 1998 1999
------------------------ -------- --------
<S> <C> <C>
Buildings................................................... $ 3.6 $ 5.3
Construction in progress.................................... 0.2 --
Land improvements........................................... 0.3 0.3
Leasehold improvements...................................... 0.7 1.6
Transmission studio and other broadcast equipment........... 15.9 25.4
Office and computer equipment............................... 1.8 3.1
Transportation equipment.................................... 0.9 1.0
----- -----
23.4 36.7
Less accumulated depreciation and amortization.............. 7.6 11.6
----- -----
15.8 25.1
Land........................................................ 1.0 2.1
----- -----
$16.8 $27.2
===== =====
</TABLE>
NOTE 4. INTANGIBLE ASSETS
At December 31, intangible assets consist of:
<TABLE>
<CAPTION>
MARCH 31,
(IN MILLIONS OF DOLLARS) 1998 1999 2000
------------------------ -------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
FCC licenses...................................... $17.0 $ 44.0 $ 54.7
Univision affiliation agreements.................. 38.1 52.5 52.5
Goodwill.......................................... 42.9 47.6 49.8
Noncompete agreements............................. 6.3 6.8 7.3
Construction rights and permits................... 3.7 4.0 4.0
Time brokerage agreement.......................... -- 19.5 46.8
Deferred debt costs............................... 1.3 1.3 1.3
Other............................................. 1.2 3.3 3.5
----- ------ ------
110.5 179.0 219.9
Less accumulated amortization..................... 15.0 26.6 30.2
----- ------ ------
$95.5 $152.4 $189.7
===== ====== ======
</TABLE>
F-29
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5. LONG-TERM DEBT, NOTES PAYABLE AND SUBSEQUENT EVENT
Notes payable at December 31 are summarized as follows:
<TABLE>
<CAPTION>
MARCH 31,
(IN MILLIONS OF DOLLARS) 1998 1999 2000
------------------------ -------- -------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Subordinated note with interest at 7.01%.......... $10.0 $ 10.0 $120.0
Credit facility with bank......................... 88.0 142.9 96.9
Time brokerage contract payable, due in annual
installments of $1,000, bearing interest at
LIBOR (6.5% at December 31, 1999) through June
2011............................................ -- 12.0 12.0
Other............................................. 1.7 2.4 5.5
----- ------ ------
99.7 167.3 234.4
Less current maturities........................... 0.9 1.4 0.3
----- ------ ------
$98.8 $165.9 $234.1
===== ====== ======
</TABLE>
SUBORDINATED NOTE
On December 30, 1996, the Company issued a $10.0 million subordinated note
to Univision. This note is subordinated to all senior debt. The note is due
December 30, 2021 and bears interest at 7.01% per annum, for which Univision has
agreed to provide the Company with network compensation equal to the amount of
annual interest due. Under a separate option agreement, Univision may exchange
the note into Class A membership units of ECC LLC representing a 27.9% interest
in the Company, at the holder's option at any time prior to maturity. During
1999 certain conditions restricting the exchange of the note were eliminated
and, as such, the Company recorded interest expense of $2.5 million based on the
estimated intrinsic value of the option feature at the date the note was entered
into. The option feature may be exercised solely by the exchange and surrender
of the note.
The note contains certain restrictions including the restriction on
dividends, acquisition of assets over a certain limit, the incurrence of debt
over certain leverage ratios, the merger or consolidation of the Company with a
third party or a sale of the Company's assets, the transfer or sale of any
license for our Univision affiliate television stations, the issuance of
additional membership units and changes to the capital structure of the Company
without the consent of Univision.
On March 2, 2000 the Note was amended and increased to $120.0 million, and
the option exchange feature was increased from 27.9% to 40%, resulting in
additional interest expense of $31.6 million during the quarter ended March 31,
2000 (unaudited) based on the estimated intrinsic value of the option feature.
The intrinsic value of the option feature was determined using an estimate by
management based primarily on the estimated IPO price as the fair market value.
CREDIT FACILITY WITH BANK
The Company has a revolving credit facility with a bank in the amount of
$158.0 million, of which $142.9 million was outstanding at December 31, 1999. On
January 14, 2000, the Company entered into an amendment to increase the credit
facility to $158.0 million. Additionally, the Company has a letter of credit
outstanding at December 31, 1999 in the amount of $0.4 million. The credit
facility bears interest at LIBOR (6.5% at December 31, 1999) plus 1.625% and
expires on November 10, 2006. The facility is
F-30
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5. LONG-TERM DEBT, NOTES PAYABLE AND SUBSEQUENT EVENT (CONTINUED)
collateralized by substantially all the Company's assets, as well as a
nonrecourse guarantee of certain stockholders and a pledge of ECC LLC membership
units and corporate ownership interest. The credit facility contains quarterly
scheduled reductions in the amount that is available under the revolving loan
commitment commencing December 31, 2000 through November 10, 2006. These
quarterly reductions range from $1.5 million to $10.5 million. In addition, the
Company pays loan commitment fees of from 0.275% to 0.5% (per annum). The credit
facility also contains a mandatory prepayment clause in the event the Company
should liquidate any assets in excess of $5.0 million if the proceeds are not
utilized to acquire assets of the same type and use within one year, receive
insurance or condemnation proceeds which are not fully utilized toward the
replacement of such assets, or have excess cash flows (as defined in the credit
facility) in any fiscal year subsequent to December 31, 1999. However, no
prepayment due to excess cash flow is required provided that the Company's
maximum total debt ratio is less than 4.5 to 1.
The credit facility contains certain financial covenants relating to maximum
total debt ratio, total interest coverage ratio, a fixed charge coverage ratio
and a ceiling on annual capital expenditures. The covenants become increasingly
restrictive in the later years of the facility. The credit facility also
contains restrictions on the incurrence of additional debt, the payment of
dividends, acquisitions over a certain limit and management fees or bonuses to
certain executives. The credit facility also states that the Company may not
make any equity offering without giving the bank 30 days written notice.
The Company has entered into interest rate cap agreements to reduce the
impact of changes in interest rates on its revolving credit facility. At
December 31, 1999, the Company had outstanding an interest rate cap agreement
with a bank, having a total notional principal amount of $50.0 million. The
agreement effectively changes the Company's interest rate exposure on
$50.0 million of its revolving credit facility to a fixed 7%. The interest rate
cap agreements mature July 16, 2000.
The Company is exposed to credit loss in the event of nonperformance by the
counterparty to the interest rate cap agreement. However, the Company does not
anticipate nonperformance by the counterparty.
Aggregate maturities of long-term debt and notes payable as of December 31,
1999 are as follows:
<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31, AMOUNT
------------------------- --------
(IN MILLIONS OF DOLLARS)
<S> <C>
2000........................................................ $ 1.4
2001........................................................ 9.2
2002........................................................ 16.2
2003........................................................ 22.2
2004........................................................ 28.2
Thereafter.................................................. 90.1
------
$167.3
======
</TABLE>
F-31
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses at December 31 consist of:
<TABLE>
<CAPTION>
(IN MILLIONS OF DOLLARS) 1998 1999
------------------------ -------- --------
<S> <C> <C>
Accounts payable............................................ $1.4 $2.4
Accrued payroll and payroll taxes........................... 1.0 1.1
Accrued interest............................................ 0.9 0.1
Income taxes payable........................................ 0.3 0.3
Executive employment agreement bonus........................ 0.9 1.1
Professional fees........................................... 0.4 0.5
Syndication fees............................................ -- 0.9
Other....................................................... 1.3 1.1
---- ----
$6.2 $7.5
==== ====
</TABLE>
NOTE 7. INCOME TAXES
The provision for income taxes for the years ended December 31 is as
follows:
<TABLE>
<CAPTION>
(IN MILLIONS OF DOLLARS) 1997 1998 1999
------------------------ -------- -------- --------
<S> <C> <C> <C>
Current:
Federal................................................ $ -- $0.1 $ 0.2
State.................................................. 0.1 0.2 0.1
Deferred................................................. 0.2 (0.1) (0.4)
---- ---- -----
$0.3 $0.2 $(0.1)
==== ==== =====
</TABLE>
The income tax provision differs from the amount of income tax determined by
applying the federal statutory income tax rate because substantially all of the
Company's operations are generated by non-taxpaying entities.
The components of the deferred tax assets and liabilities at December 31
consist of the following:
<TABLE>
<CAPTION>
(IN MILLIONS OF DOLLARS) 1998 1999
------------------------ -------- --------
<S> <C> <C>
Deferred tax assets:
Intangible assets......................................... $ 0.2 $ --
----- -----
Deferred tax liabilities:
Change in accounting method............................... (0.1) --
Intangible assets......................................... -- (1.8)
Property and equipment.................................... (0.4) (0.2)
----- -----
(0.5) (2.0)
----- -----
Net long-term deferred tax liability........................ $(0.3) $(2.0)
===== =====
</TABLE>
F-32
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 8. COMMITMENTS
The Company has agreements with Nielsen Media Research (Nielsen), expiring
at various dates through December 2004, to provide television audience
measurement services. Pursuant to these agreements, the Company is obligated to
pay Nielsen a total of $7.9 million in increasing annual amounts. The annual
commitments range from $1.4 million to $1.9 million.
OPERATING LEASES
The Company leases facilities and broadcast equipment under various
operating lease agreements with various terms and conditions, which expire at
various dates through May 2009.
The approximate future minimum lease payments under these operating leases
at December 31, 1999 are as follows:
<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31, AMOUNT
------------------------- --------
(IN MILLIONS OF DOLLARS)
<S> <C>
2000........................................................ $2.4
2001........................................................ 1.8
2002........................................................ 1.5
2003........................................................ 1.2
2004........................................................ 0.9
Thereafter.................................................. 2.1
----
$9.9
====
</TABLE>
Total rent expense under operating leases, including rent under
month-to-month arrangements, was approximately $1.0 million, $1.2 million and
$2.0 million for the years ended December 31, 1997, 1998 and 1999, respectively.
EMPLOYMENT AGREEMENTS
ECC LLC has entered into employment agreements (the Agreements) with two
executive officers and stockholders through October 2003. The Agreements provide
that a minimum annual base salary and a bonus of 1% of ECC LLC's annual net
revenue be paid to each of the executives, effective for years beginning after
January 1, 1997. ECC LLC accrued approximately $0.6 million, $0.9 million and
$1.1 million of bonuses payable to these executives for the years ended
December 31, 1997, 1998 and 1999, respectively.
Additionally, the Agreements provide for a continuation of each executive's
annual base salary and annual bonus through the end of the employment period if
the executive is terminated due to a permanent disability or without cause, as
defined in the Agreements. Management intends to modify these Agreements
subsequent to year end.
ECC LLC also has an employment agreement with its executive vice president
which provides for an annual base salary and bonus. Additionally, in 1997 the
employee was awarded 54,284 redeemable Class D membership units in the Company,
which vested through January 2000.
At December 31, 1999, the estimated fair value associated with this award of
Class D membership units was $27.7 million. The Company has recorded
$0.9 million, $0.5 million and $26.3 million of
F-33
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 8. COMMITMENTS (CONTINUED)
compensation expense for the years ended December 31, 1997, 1998 and 1999,
respectively and $7.3 million for the three months ended March 31, 1999. This
award originally provided for a repurchase option which has been eliminated. As
such, the award was considered variable. Compensation expense for 1999 was
determined using an estimate by management based primarily on the estimated IPO
price and the membership unit conversion ratio.
In January 1999, the Company entered into an employment agreement with its
senior vice president which expires on January 4, 2002 and provides for an
annual base salary and bonus to be paid to the employee.
As part of this agreement, ECC LLC originally granted an option to the
employee to purchase Class D membership units. As amended in April 2000, ECC LLC
sold the employee 4,835 restricted Class D membership units at $0.10 per unit.
The Company may repurchase the restricted units at $0.10 per unit. The number of
units subject to the Company's repurchase option is eliminated proportionately
over three years from the original grant date. The intrinsic value of the
original option at the grant date was determined by management using the
estimated IPO price and the membership unit conversion ratio. In accordance with
APB No. 25, the Company recorded $2.8 million in compensation expense during
1999 attributable to the original option grant which is reflected as non-cash
stock-based compensation in the statement of operations. This amount
approximates the total intrinsic value of the amended employee restricted
Class D membership unit purchase. Accordingly, no amounts have been recorded for
non-cash stock-based compensation for this grant during the quarter ended
March 31, 2000 (unaudited).
SFAS No. 123 requires the disclosure of pro forma net income and earnings
per share had the Company adopted the fair value method. Under SFAS No. 123, the
fair value of stock-based awards to employees is calculated through the use of
option-pricing models, even though such models were developed to estimate the
fair value of freely tradable, fully transferable options with vesting
restrictions which significantly differ from the Company's membership unit
option awards. These models also require subjective assumptions, including
future stock price volatility and expected time to exercise, which greatly
affect the calculated value. The Company's fair value calculation was made using
the Black-Scholes option-pricing model with the following assumptions: expected
life of three years following complete vesting; volatility of 50%; risk-free
interest rate of 6.17% and no dividends during the expected life.
If the computed fair value of the award had been amortized to expense over
the vesting period of the award, proforma net loss of the Company would have
been approximately $0.1 million higher in 1999.
NOTE 9. RELATED-PARTY TRANSACTIONS
Related-party transactions not discussed elsewhere consist of the following:
The Company has unsecured advances of $0.2 million payable to related
parties, which bear interest, and are due on demand at December 31, 1998 and
1999.
The Company has unsecured stock subscriptions due from
officer/member/stockholders of the Company amounting to $0.6 million at
December 31, 1998 and 1999. The advances are due on demand and have been
recorded as a reduction of equity.
In addition, the Company has unsecured advance receivables from related
parties amounting to $0.3 million at December 31, 1998 and 1999.
F-34
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 9. RELATED-PARTY TRANSACTIONS (CONTINUED)
The Company utilizes the services of a law firm, a partner of which is a
member/stockholder and director. Total legal fees incurred with this law firm
aggregated approximately $0.3 million, $0.5 million and $0.5 million for the
years ended December 31, 1997, 1998 and 1999, respectively.
NOTE 10. MEMBERS' CAPITAL
The capital structure of each of the companies included in these combined
financial statements is as follows:
<TABLE>
<CAPTION>
1997 1998 1999
-------- -------- --------
<S> <C> <C> <C>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
Class A units, 1997 1,451,273; 1998 1,557,741; 1999
1,553,148 units issued and outstanding.................... $ 381 $ 402 $ 425
Class B units, none issued or outstanding................... -- -- --
Class C units, 1997 276,081; 1998 and 1999 286,206 units
issued and outstanding.................................... 12,262 12,262 28,677
Class D units, 1997, 1998 and 1999 54,284 units issued and
outstanding............................................... 900 1,400 30,543
Class E units, 1997 5,000; 1998 9,500; 1999 10,313 units
issued and outstanding.................................... -- -- --
Class F units, 1997 5,000; 1998 9,500; 1999 10,313 units
issued and outstanding.................................... -- -- --
Note Receivable for membership equity....................... (381) (402) (425)
</TABLE>
These balances are prior to the elimination of equity in combination.
Under the terms of the operating agreement, EEC L.L.C. may issue Class A, B,
C, D, E, or F membership units. Class A units represent membership interests
which carry full voting rights, are issued in return for contributions for cash
or other property; these units have been issued to each of the operating
entities. Class B units are issued to third parties in accordance with the terms
of the operating agreement. These units do not have a capital interest upon
issuance. No Class B units have been issued. Class C units carry full voting
rights and, as stated in the operating agreement, are only issued to persons in
connection with the services to be provided in each person's capacity as a
member. Class D units have no voting rights, do not receive an allocation of
income or loss and are intended to be issued to senior management. At
December 31, 1999, 54,284 Class D units are issued and outstanding related to
the employment agreement discussed in Note 8. Class A units can be converted
into Class E and Class F units at the option of the holder on the basis of one
Class A for one Class E and F unit.
As of December 31, 1999, 10,313 Class A units had been converted into 10,313
Class E and F units. Class E units have the same rights to voting privileges and
allocation of income and loss as Class A units, while Class F units have the
same economic rights as Class A units upon the occurrence of a capital event as
defined in the operating agreement.
Allocation of net losses and income from operations is in accordance with
the operating agreement. Upon the repurchase of any member corporation's common
stock in accordance with the stockholders' agreement, a proportionate amount of
ECC L.L.C. membership units will also be retired to maintain a consistently
proportionate ownership of ECC L.L.C., among the remaining members.
F-35
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 10. MEMBERS' CAPITAL (CONTINUED)
The Company has subscriptions receivable from managing members for 250,250
Class C units in ECC L.L.C. and a $425 note receivable at December 31, 1999
including accrued interest in the amount of $65 from a member for 10,313
Class A units in ECC L.L.C.
<TABLE>
<CAPTION>
1997 1998 1999
-------- -------- --------
<S> <C> <C> <C>
CABRILLO BROADCASTING CORPORATION
Common stock, no par value per share, 1997, 1998 and 1999
9,445.7 shares authorized issued and outstanding.......... $ 221 $ 221 $ 221
Note receivable from stockholder............................ (159) (159) (159)
GOLDEN HILLS BROADCASTING CORPORATION
Class A voting common stock, $.01 par value per share,
10,000 shares authorized, 1997 7,650; 1998 and 1999 6,050
shares
issued and outstanding.................................... $ 1 $ 1 $ 1
Additional paid-in capital.................................. 6,729 6,729 6,729
</TABLE>
GOLDEN HILLS BROADCASTING CORPORATION STOCK REPURCHASES
On May 20, 1997, Golden Hills Broadcasting Corporation reached an agreement
to repurchase 500 shares of Class A voting common stock. The consideration paid
in cash in May 1997, advanced by ECC L.L.C., was $587.
On September 30, 1998, Golden Hills Broadcasting Corporation reached an
agreement to repurchase 1,600 shares of Class A voting common stock pursuant to
the terms of an existing stockholder agreement. The consideration was $1,000 of
which $500 was paid in cash advanced by ECC L.L.C. with the balance payable in
the form of a $500 note (paid in full during 1999).
<TABLE>
<CAPTION>
1997 1998 1999
-------- -------- --------
<S> <C> <C> <C>
KSMS-TV, INC.
Common stock, no par value, 10,000 shares authorized, 1997,
1998 and 1999 10,000 shares issued and outstanding........ $ 530 $ 530 $ 530
LAS TRES PALMAS CORPORATION
Common stock, no par value, 10,000 shares authorized, 1997,
1998 and 1999 10,000 shares issued and outstanding........ $ 500 $ 500 $ 500
Additional paid-in capital.................................. 953 953 953
TIERRA ALTA BROADCASTING, INC.
Class A voting common stock, $.01 par value per share,
20,000 shares authorized, 1997, 1998 and 1999 4,500 shares
issued and outstanding.................................... $ 1 $ 1 $ 1
Class B voting common stock, $.01 par value per share,
convertible, 15,500 shares authorized, 1997, 1998 and 1999
15,500 shares issued and outstanding...................... 1 1 1
Additional paid-in capital.................................. 8,529 8,529 8,529
</TABLE>
F-36
<PAGE>
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 10. MEMBERS' CAPITAL (CONTINUED)
CLASS B CONVERSION FEATURE
At any time, each holder of the Tierra Alta Broadcasting, Inc. Class B
nonvoting common stock may convert, subject to FCC Approval, on a
one-share-for-one-share basis, any Class B nonvoting common stock into Class A
voting common stock. No additional obligations or amounts are due upon
exercising conversion.
<TABLE>
<CAPTION>
1997 1998 1999
-------- -------- --------
<S> <C> <C> <C>
VALLEY CHANNEL 48, INC.
Common stock, $0.0001 par value, 10,000 shares authorized,
1997, 1998, and 1999 9,558 shares issued and
outstanding............................................... $ 1 $ 1 $ 1
Additional paid-in capital.................................. 118 118 118
TELECORPUS, INC.
Common stock, no par value, 10,000 shares authorized, 1997 0
shares issued and outstanding; 1998 and 1999 9,750 shares
issued and outstanding.................................... $-- $ 1 $ 1
</TABLE>
On July 19, 1999, Telecorpus, Inc. entered into an agreement to repurchase
250 shares of Class A voting common stock. The consideration was $61 of which
$30 was paid in cash advanced by ECC L.L.C. with the balance payable in the form
of a note.
NOTE 11. 401(K) SAVINGS PLAN
During 1999 the Company established a defined contribution 401(k) savings
plan covering substantially all its employees. The Company currently matches 25%
of the amounts up to a maximum of $1,000 per year by each participant. Employer
matching contributions for the year ended December 31, 1999 aggregated
approximately $0.1 million.
NOTE 12. LITIGATION
The Company is a defendant to a lawsuit filed in the Superior Court of the
District of Columbia by First Millenium Communications, Inc. to resolve certain
contract disputes arising out of a terminated brokerage-type arrangement with
First Millenium. The litigation primarily concerns the payment of a brokerage
fee alleged to be due in connection with the acquisition of television station
WBSV in Sarasota, Florida for $17.0 million. In addition to its various
contractual claims, First Millenium also has asserted claims for fraud, RICO,
misappropriation, breach of fiduciary duty, defamation and intentional
infliction of emotional distress. First Millenium is seeking in excess of
$60 million including the right to a 10% ownership interest in WBSV and the
right to exchange such interest in the reorganization described in Note 1. First
Millenium has made similar claims relating to other pending acquisitions.
No accrual has been recorded in the accompanying financial statements beyond
the amount management believes is the remaining contractual obligation of
$250,000 since the ultimate liability in excess of the amount recorded, if any,
cannot be reasonably estimated. Management intends to vigorously defend against
these claims and does not believe that any resolution of this litigation is
likely to have a material adverse effect on the Company's financial position,
results of operations or cash flows.
On July 20, 2000, Telemundo Network Group LLC, Telemundo Network, Inc. and
Council Tree Communications, L.L.C. filed an action against the Company and
certain of the Company's affiliates in the
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NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 12. LITIGATION (CONTINUED)
Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida
relating to the Company's investment in XHAS-TV, Channel 33 in Tijuana, Mexico.
The action seeks to have the sale voided and other unspecified damages for
breach of contract relating to Telemundo's attempted exercise of a right of
first refusal to buy the assets of XHAS-TV. In addition to its contract claim,
Telemundo asserts tortious interference, fraud and conspiracy to defraud.
Subsequently, the Company filed an action in the Superior Court of the State of
California for the County of San Diego against the same Telemundo entities
seeking unspecified damages and a declaratory judgment that, among other things,
Telemundo failed to timely exercise its right of first refusal with respect to
the acquisition of the assets of XHAS-TV. The Company intends to vigorously
defend against this action and does not believe that any resolution of this
matter is likely to have an adverse material impact.
NOTE 13. SUBSEQUENT EVENTS
SUBORDINATED NOTE
On March 2, 2000, the Company received $110.0 million from Univision
pursuant to the existing subordinated note and option agreement (see Note 5).
The note was also amended increasing the option exchange feature from 27.90% to
40% based on ownership prior to the issuance of common shares anticipated in the
IPO, and other contemplated equity transactions.
ACQUISITIONS
The following business and/or assets were or will be acquired after
December 31, 1999:
MAGIC MEDIA, INC.
On July 19, 1999, the Company entered into an asset purchase agreement with
Magic Media, Inc. to acquire substantially all of the assets relating to the
operations of radio stations KATH (FM) and KOFX (FM) in El Paso, Texas for
approximately $14.0 million. At December 31, 1999 the Company had on deposit
$0.5 million in an escrow relating to this acquisition. The acquisition closed
on January 14, 2000 and was accounted for as a purchase business combination.
The purchase price has been allocated as follows: $0.6 million to fixed assets,
$10.7 million to the FCC license, $2.2 million to goodwill and $0.5 million to a
non-competition agreement.
WHCT-TV
In February 2000, the Company entered into an agreement to acquire the FCC
license of television station WHCT in Hartford Connecticut, for $18.0 million.
Management intends to close on this transaction upon receiving FCC and
bankruptcy court approval, which it anticipates receiving in the third quarter
of 2000.
CITICASTERS CO.
In March 2000, the Company entered into an asset purchase agreement with
Citicasters Co., a subsidiary of Clear Channel Communications, Inc., to acquire
the FCC licenses relating to the operations of radio stations KACD (FM) Santa
Monica, California and KBCD (FM) Newport Beach, California for approximately
$85.0 million. On March 3, 2000 the Company deposited $17 million in escrow
relating to
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NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 13. SUBSEQUENT EVENTS (CONTINUED)
this acquisition. Management intends to close this transaction upon receiving
FCC approval, which it anticipates receiving in the third quarter of 2000.
XHAS-TV
In March 2000, ALCO, the Company's 40% limited-neutral equity method
investee, executed a stock purchase agreement to acquire the outstanding capital
stock of a Mexican corporation which holds the necessary authorizations from the
Mexican government to own and operate television station XHAS, Channel 33,
Tijuana, Mexico.
In March 2000, the Company entered into agreements to acquire a 47.5%
interest in each of Vista Television, Inc., and Channel 57, Inc. The Company has
an option, which must be exercised at the expiration of the five year term, to
acquire an additional 47.5% interest in each of these companies for
$3.5 million. Additionally, ECC entered into time brokerage agreements in
connection with these acquisitions.
The aggregate consideration to be paid in connection with these transactions
is approximately $35.0 million of which $1.0 million was deposited into escrow
at December 31, 1999. These transactions closed on March 16, 2000. The purchase
price has been preliminarily allocated as follows: $1.0 million to fixed assets,
$27.5 million to intangibles and $6.7 million to other assets.
LATIN COMMUNICATIONS GROUP INC. (LCG)
On April 20, 2000, the Company acquired all of the outstanding capital stock
of LCG for approximately $252.0 million. LCG operates radio stations in
California, Colorado, New Mexico, and Washington D.C. and also owns and operates
two Spanish-language publications. In connection with this acquisition, the
Company amended certain financial covenants related to its credit facility to
provide for this acquisition and the issuance of a $90 million convertible
subordinated note. Additionally, the Company entered into a $115 million term
loan with its bank group, the proceeds from which will be used to finance this
acquisition. All amounts outstanding under this term loan are due April 19, 2001
and bear interest at LIBOR plus 4%. This term loan is secured by a pledge of the
Company's stock and lien on all of LCG's assets and a secondary pledge on all of
the Company's assets.
Z-SPANISH MEDIA
On April 20, 2000, the Company agreed to acquire all of the outstanding
capital stock of Z-Spanish Media. Z-Spanish Media owns 33 radio stations and an
outdoor billboard business. The purchase price as amended on July 25, 2000 is
approximately $448.0 million, including approximately $110 million of debt. The
purchase price will be paid in cash of $220.0 million and the remainder in
newly-issued Class A common stock of the Company after the reorganization as
discussed in Note 1. To comply with a preliminary Department of Justice inquiry,
six of Z-Spanish Media's radio stations will be transferred to a trust. The
beneficiary of the trust is Z-Spanish Media. If the Department of Justice
permits the Company to acquire these stations, the Company would be obligated to
purchase those stations for an aggregate purchase price of up to $23.0 million.
If the Company is not permitted to purchase these stations, the Company would be
obligated to remit the proceeds from the sale of those stations to the former
stockholders of Z-Spanish Media.
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NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
NOTE 13. SUBSEQUENT EVENTS (CONTINUED)
In connection with this acquisition, the Company will be issuing
approximately 1.6 million options of its Class A common stock in exchange for
Z-Spanish Media's previously outstanding stock options. In connection with these
stock options, the Company will record as additional purchase price
approximately $7.0 million for the excess of the estimated fair value over the
intrinsic value of the options. In addition, the Company will recognize
approximately $11.0 million as non-cash stock-based compensation over the
remaining three year vesting period. Management intends to close on this
transaction concurrently with the IPO.
RADIO STATIONS KFRQ(FM), KKPS(FM), KVPA(FM), AND KVLY(FM)
On May 22, 2000 the Company agreed to acquire certain assets relating to the
operations of radio stations KFRQ(FM), KKPS(FM), KVPA(FM) and KVLY(FM) from
Sunburst Media, L.P., for approximately $55.0 million. Management intends to
close on this transaction upon receiving FCC approval, which it anticipates
receiving in the third quarter of 2000.
INFINITY BROADCASTING CORPORATION
On June 13, 2000 the Company agreed to acquire certain outdoor advertising
assets from Infinity Broadcasting Corporation for a total of $168.2 million. The
closing of this acquisition is subject to conditions, including the receipt of
required approvals. The Company will finance the acquisition with proceeds from
its credit facility.
2000 OMNIBUS EQUITY INCENTIVE PLAN
The Company adopted a 2000 Omnibus Equity Incentive Plan that allows for the
award of up to 11,500,000 shares of Class A common stock. Awards under the plan
may be in the form of incentive stock options, nonqualified stock options, stock
appreciation rights, restricted stock or stock units. No awards have been
granted.
STOCK GRANTS
In June 2000, the Company granted stock awards to employees, directors and
consultants totaling 478,720 Class A shares of common stock. As a result of
these grants, the Company will record a non-cash stock-based compensation charge
of $6.7 million that will be recognized over the three year vesting period
beginning in the second quarter of 2000.
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