<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
------------------------
USANI LLC
(Exact name of registrant as specified in its charter)
COMMISSION FILE NO. 333-71305-03
<TABLE>
<S> <C>
DELAWARE 59-3490970
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
</TABLE>
152 WEST 57TH STREET,
NEW YORK, NEW YORK, 10019
(Address of Registrant's principal executive offices)
(212) 314-7300
(Registrant's telephone number, including area code)
------------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
USANI LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------- -----------------------
2000 1999 2000 1999
--------- --------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
NET REVENUES
Networks and television production............ $ 390,688 $ 316,394 $ 769,641 $ 647,938
Electronic retailing.......................... 357,722 284,322 736,780 559,832
Interactive................................... 4,785 6,544 10,311 12,851
Electronic commerce and services.............. 1,533 800 2,431 1,073
Developing networks........................... 3,709 218 4,271 427
Other......................................... 395 2,836 395 6,882
--------- --------- ---------- ----------
Total net revenues.......................... 758,832 611,114 1,523,829 1,229,003
--------- --------- ---------- ----------
Operating costs and expenses:
Cost of sales................................. 221,125 182,586 459,536 358,672
Program costs................................. 173,173 149,280 339,037 319,347
Selling and marketing......................... 94,094 73,107 182,988 135,738
General and administrative.................... 82,940 57,760 155,099 113,796
Other operating costs......................... 31,228 22,190 56,952 44,319
Amortization of cable distribution fees....... 8,267 6,186 16,490 12,276
Depreciation and amortization................. 48,236 43,555 95,974 86,562
--------- --------- ---------- ----------
Total operating costs and expenses.......... 659,063 534,664 1,306,076 1,070,710
--------- --------- ---------- ----------
Operating profit............................ 99,769 76,450 217,753 158,293
Other income (expense):
Interest income............................... 9,163 8,708 13,912 19,323
Interest expense.............................. (10,651) (20,241) (18,478) (40,619)
Gain on sale of securities.................... -- 2,970 -- 50,270
Other, net.................................... (1,529) (7,958) (4,008) 1,658
--------- --------- ---------- ----------
(3,017) (16,521) (8,574) 30,632
--------- --------- ---------- ----------
Earnings before income taxes and minority
interest...................................... 96,752 59,929 209,179 188,925
Income tax expense.............................. (5,951) (1,255) (10,963) (3,138)
Minority interest............................... (2,018) 191 (4,314) 377
--------- --------- ---------- ----------
NET EARNINGS.................................... $ 88,783 $ 58,865 $ 193,902 $ 186,164
========= ========= ========== ==========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
1
<PAGE>
USANI LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
---------- ------------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................... $ 216,670 $ 247,474
Accounts and notes receivable, net of allowance of $44,608
and
$33,317, respectively..................................... 406,900 381,175
Inventories, net............................................ 450,831 432,520
Investments held for sale................................... 5,735 --
Other current assets, net................................... 23,752 8,542
---------- ----------
Total current assets.................................... 1,103,888 1,069,711
PROPERTY, PLANT AND EQUIPMENT
Computer and broadcast equipment............................ 137,142 123,606
Buildings and leasehold improvements........................ 61,553 59,074
Furniture and other equipment............................... 67,277 67,246
Land........................................................ 10,246 10,246
Projects in progress........................................ 23,573 31,736
---------- ----------
299,791 291,908
Less accumulated depreciation and amortization.......... (75,885) (79,350)
---------- ----------
223,906 212,558
OTHER ASSETS
Intangible assets, net...................................... 5,154,725 5,105,510
Cable distribution fees, net
($31,884 and $35,181, respectively, to related parties)... 151,059 130,988
Long-term investments....................................... 68,841 93,742
Notes and accounts receivable, net.......................... 23,382 19,506
Inventories, net............................................ 133,722 154,497
Advances to USAI and subsidiaries........................... 756,891 649,480
Deferred charges and other, net............................. 43,538 36,934
---------- ----------
$7,659,952 $7,472,926
========== ==========
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term obligations................. $ 16,853 $ 3,758
Accounts payable, trade..................................... 157,791 147,864
Obligations for program rights and film costs............... 245,717 265,235
Cable distribution fees payable
($18,476 and $18,733, respectively, to related parties)... 38,183 43,993
Deferred revenue............................................ 42,685 47,536
Other accrued liabilities................................... 298,729 257,575
---------- ----------
Total current liabilities................................... 799,958 765,961
LONG-TERM OBLIGATIONS (net of current maturities)........... 527,011 527,339
OBLIGATIONS FOR PROGRAM RIGHTS AND FILM COSTS,
net of current............................................ 232,482 256,260
OTHER LONG-TERM LIABILITIES................................. 68,859 81,156
MINORITY INTEREST........................................... 14,200 531
COMMITMENTS AND CONTINGENCIES............................... -- --
MEMBERS' EQUITY
Class A (245,393,314 and 245,601,782 shares,
respectively)............................................. 2,015,873 1,912,514
Class B (282,161,532 shares)................................ 2,978,635 2,978,635
Class C (45,774,708 shares)................................. 466,252 466,252
Retained earnings........................................... 560,011 484,278
Accumulated other comprehensive income...................... (3,329) --
---------- ----------
Total members' equity................................... 6,017,442 5,841,679
---------- ----------
$7,659,952 $7,472,926
========== ==========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
2
<PAGE>
USANI LLC AND SUBSIDIARIES CONSOLIDATED
STATEMENTS OF MEMBERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
ACCUMULATED
CLASS A CLASS B CLASS C OTHER
LLC LLC LLC RETAINED COMPREHENSIVE
TOTAL SHARES SHARES SHARES EARNINGS INCOME
---------- ---------- ---------- -------- --------- --------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1999............ $5,841,679 $1,912,514 $2,978,635 $466,252 $ 484,278 $ --
Comprehensive income:
Net earnings for the six months ended
June 30, 2000....................... 193,902 -- -- -- 193,902 --
Foreign currency translation.......... 978 -- -- -- -- 978
Increase in unrealized gains in
available for sale securities....... (4,307) -- -- -- -- (4,307)
----------
Comprehensive income................ 190,573 -- -- -- -- --
Issuance of LLC shares.................. 213,891 213,891 -- -- -- --
Repurchase of LLC shares................ (110,532) (110,532) -- -- -- --
Mandatory tax distribution to
LLC partners.......................... (118,169) -- -- -- (118,169) --
---------- ---------- ---------- -------- --------- -------
BALANCE AT JUNE 30, 2000................ $6,017,442 $2,015,873 $2,978,635 $466,252 $ 560,011 $(3,329)
========== ========== ========== ======== ========= =======
</TABLE>
Comprehensive income for the three months ended June 30, 2000 was $83,795.
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
3
<PAGE>
USANI LLC AND SUBSIDIARIES CONSOLIDATED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
---------------------
2000 1999
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings.............................................. $ 193,902 $ 186,164
ADJUSTMENTS TO RECONCILE NET EARNINGS (LOSS) TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
Depreciation and amortization............................. 95,974 86,562
Amortization of cable distribution fees................... 16,490 12,276
Amortization of program rights and film costs............. 294,026 261,252
Gain on sale of securities................................ -- (50,270)
Non-cash compensation..................................... 5,870 1,900
Equity in (earnings) losses of unconsolidated
affiliates.............................................. 5,015 (10,112)
Minority interest......................................... 4,314 (377)
CHANGES IN CURRENT ASSETS AND LIABILITIES:
Accounts receivable....................................... (25,112) 3,108
Inventories............................................... 6,012 (2,177)
Accounts payable.......................................... (1,089) (41,286)
Accrued liabilities and deferred revenue.................. (130) (257)
Payment for program rights and film costs................. (332,891) (255,335)
Increase in cable distribution fees....................... (27,296) (12,746)
Other, net................................................ 13,270 15,599
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES............... 248,355 194,301
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash acquired.......................... (107,654) (7,500)
Capital expenditures........................................ (28,730) (28,862)
Increase in long-term investments and notes receivable...... (20,322) (12,150)
Advance to Styleclick....................................... (9,000) --
Proceeds from sale of securities............................ -- 61,080
Proceeds from long-term notes receivable.................... -- 3,691
Other, net.................................................. (2,224) 2,163
--------- ---------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES..... (167,930) 18,422
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings.................................................. 35,769 --
Intercompany................................................ (86,768) (385,065)
Payment of mandatory tax distribution to LLC partners....... (118,169) (52,755)
Principal payments on long-term obligations................. (33,057) (13,942)
Repurchase of LLC shares.................................... (110,532) (4,938)
Proceeds from issuance of LLC shares........................ 208,100 22,732
Other....................................................... (7,550) --
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES................... (112,207) (433,968)
--------- ---------
Effect of exchange rate changes on cash and cash
equivalents............................................... 978 --
--------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS................... (30,804) (221,245)
Cash and cash equivalents at beginning of period............ 247,474 234,903
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. $ 216,670 $ 13,658
========= =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
4
<PAGE>
USANI LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1--ORGANIZATION AND BASIS OF PRESENTATION
COMPANY FORMATION
USANi LLC (the "Company" or "LLC"), a Delaware limited liability company,
was formed on February 12, 1998 and is a subsidiary of Home Shopping
Network, Inc. ("Home Shopping" or "Holdco"), which is a subsidiary of USA
Networks, Inc. ("USAi"), formerly known as HSN, Inc. At its formation, USAi and
Home Shopping contributed substantially all of the operating assets and
liabilities of Home Shopping to the Company in exchange for Class A LLC Shares
of the Company.
On February 12, 1998, the Company acquired USA Networks, a New York general
partnership, consisting of cable television networks, USA Network and Sci-Fi
Channel ("Networks"), as well as the domestic television production and
distribution businesses of Universal Studios ("Studios USA") from Universal
Studios, Inc. ("Universal"), an entity controlled by The Seagram Company Ltd.
("Seagram").
On January 20, 2000, the Board of Directors declared a two-for-one stock
split of USANi LLC's members' equity interests, payable in the form of a
dividend to shareholders of record as of the close of business on February 10,
2000. The stock dividend was paid on February 24, 2000. All share numbers give
effect to such stock split.
COMPANY BUSINESS
The Company is a holding company, the subsidiaries of which are engaged in
diversified media and electronic commerce businesses.
The five principal areas of business are:
- Networks and television production, which includes Networks and Studios
USA. Networks operates the USA Network and Sci-Fi Channel cable networks
and Studios USA produces and distributes television programming.
- Electronic retailing, which consists primarily of the Home Shopping
Network and America's Store which are engaged in the electronic retailing
business.
- Interactive, which represents Internet Shopping Network, the Company's
on-line retailing networks business.
- Electronic commerce and services, which primarily represents the Company's
customer and e-care businesses.
- Developing networks, which primarily represents recently acquired cable
television properties Trio and News World International and SciFi.com, a
developing Internet content and commerce site.
BASIS OF PRESENTATION
The interim Condensed Consolidated Financial Statements and Notes thereto of
the Company are unaudited and should be read in conjunction with the audited
Consolidated Financial Statements and Notes thereto for the three and months
ended June 30, 2000. Certain amounts in the Condensed Consolidated Financial
Statements for the three and six months ended June 30, 1999 have been
reclassified to conform to the 2000 presentation.
5
<PAGE>
USANI LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 1--ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
In the opinion of the Company, all adjustments necessary for a fair
presentation of such Condensed Consolidated Financial Statements have been
included. Such adjustments consist of normal recurring items. Interim results
are not necessarily indicative of results for a full year. The interim Condensed
Consolidated Financial Statements and Notes thereto are presented as permitted
by the Securities and Exchange Commission and do not contain certain information
included in the Company's audited Consolidated Financial Statements and Notes
thereto.
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
See the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (the "1999 Form 10-K") for a summary of all significant
accounting policies.
NEW ACCOUNTING PRONOUNCEMENTS
In June 2000, the Securities and Exchange Commission issued an amendment to
Staff Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS
("SAB 101") which delayed the effective date for adoption of SAB 101 to the
fourth quarter of 2000. SAB 101 provides guidance on revenue recognition
criteria for certain types of transactions. SAB 101 also provides guidance on
the disclosures that companies should make about their revenue recognition
policies and the impact of events and trends on revenue.
In June 2000, the Accounting Standards Executive Committee ("AcSEC") issued
SOP 00-2, ACCOUNTING BY PRODUCERS OR DISTRIBUTORS OF FILMS ("SOP 00-2"), which
replaces FASB Statement No. 53, FINANCIAL ACCOUNTING BY PRODUCERS AND
DISTRIBUTORS OF MOTION PICTURE FILMS. AcSEC concluded that film costs would be
accounted for under an inventory model. In addition, the SOP considers such
topics as revenue recognition (fixed fees and minimum guarantees in variable fee
arrangements), fee allocation in multiple films, accounting for exploitation
costs, and impairment assessment. The SOP is effective for financial statements
issued for fiscal years beginning after December 15, 2000.
The Company is currently evaluating the impact of SAB 101 and SOP 00-2,
although the impact is not expected to be material.
NOTE 3--INVESTMENTS
During the quarter and six months ended June 30, 1999, the Company
recognized pre-tax gains of $3.0 and $50.3 million, respectively, on the sale of
securities in a publicly traded entity.
NOTE 4--STATEMENTS OF CASH FLOWS
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS FOR THE SIX MONTHS ENDED
JUNE 30, 2000:
As of January 1, 2000 the Company began to consolidate the accounts of HOT
Germany, an electronic retailer operating principally in Germany, whereas its
investment in HOT Germany was previously accounted for under the equity method
of accounting.
On January 20, 2000, the Company completed its acquisition of Ingenious
Designs, Inc. ("IDI"), by issuing approximately 190,000 shares of USAi common
stock for all the outstanding stock of IDI, for a total value of approximately
$5.0 million.
6
<PAGE>
USANI LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 4--STATEMENTS OF CASH FLOWS (CONTINUED)
During the second quarter, the company recorded $8.7 million of expense
related to an agreement with an executive. Of this amount, $2.9 million is a
non-cash stock compensation charge related to restricted stock.
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS FOR THE SIX MONTHS ENDED
JUNE 30, 1999:
During the six months ended June 30, 1999, the Company acquired
post-production and other equipment through capital leases totaling
$2.1 million.
NOTE 5--INDUSTRY SEGMENTS
For the three and six months ended June 30, 2000 and 1999, the Company
operated principally in five industry segments: Networks and television
production, Electronic retailing, Interactive, Electronic commerce and services
and Developing networks. The Networks and television production segment consists
of the cable networks USA Network and Sci-Fi Channel and Studios USA, which
produces and distributes television programming. The Electronic-retailing
segment consists of Home Shopping Network and America's Store, which are engaged
in the sale of merchandise through electronic retailing. The Interactive segment
represents the Company's on-line retailing networks business. The Electronic
commerce and services segment primarily represents the Company's customer and
e-care businesses. The Developing networks segment consists primarily of the
recently acquired cable television properties Trio and News World International,
which were acquired on May 19, 2000, and SciFi.com, a developing Internet
content and commerce site.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -----------------------
2000 1999 2000 1999
-------- -------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenue
Networks and television production............. $390,688 $316,394 $ 769,641 $ 647,938
Electronic retailing........................... 357,722 284,322 736,780 559,832
Internet services.............................. 4,785 6,544 10,311 12,851
Electronic commerce and services............... 1,533 800 2,431 1,073
Developing networks............................ 3,709 218 4,271 427
Other.......................................... 395 2,836 395 6,882
-------- -------- ---------- ----------
$758,832 $611,114 $1,523,829 $1,229,003
======== ======== ========== ==========
Operating profit (loss)
Networks and television production............. $111,190 $ 77,697 $ 221,977 $ 158,967
Electronic retailing........................... 21,808 18,964 51,820 33,650
Internet services.............................. (11,355) (11,220) (21,412) (19,021)
Electronic commerce and services............... (4,022) (500) (7,945) (926)
Developing networks............................ (2,528) (543) (3,762) (543)
Other.......................................... (15,324) (7,948) (22,925) (13,834)
-------- -------- ---------- ----------
$ 99,769 $ 76,450 $ 217,753 $ 158,293
======== ======== ========== ==========
</TABLE>
7
<PAGE>
USANI LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 6-- NOTES OFFERING AND GUARANTOR AND NON-GUARANTOR FINANCIAL
INFORMATION
On November 23, 1998, USAi and the Company completed an offering of
$500.0 million 6 3/4% Senior Notes due 2005 (the "Old Notes"). In May 1999, the
Old Notes were exchanged in full for $500.0 million of new 6 3/4% Senior Notes
due 2005 (the "Notes") that have terms that are substantially identical to the
Old Notes. Interest is payable on the Notes on May 15 and November 15 of each
year, commencing May 15, 1999. The Notes are jointly, severally, fully and
unconditionally guaranteed by certain subsidiaries of USAi, including Holdco, a
non-wholly owned, direct subsidiary of USAi, and all of the subsidiaries of the
Company (other than subsidiaries that are, individually and in the aggregate,
inconsequential to the Company on a consolidated basis) (collectively, the
"Subsidiary Guarantors"). All of the Subsidiary Guarantors (other than Holdco)
(the "Wholly Owned Subsidiary Guarantors") are wholly owned, directly or
indirectly, by USAi or the Company, as the case may be.
Separate financial statements for each of the Wholly Owned Subsidiary
Guarantors are not presented and such Wholly Owned Subsidiary Guarantors are not
filing separate reports under the Securities Exchange Act of 1934 because USAi's
and the Company's management has determined that the information contained in
such documents would not be material to investors. USANi LLC and its
subsidiaries have no material restrictions on their ability to transfer amounts
to fund USAi's operations.
NOTE 7--SUBSEQUENT EVENTS
MERGER OF INTERNET SHOPPING NETWORK AND STYLECLICK.COM
On July 27, 2000 USAi and Styleclick.com Inc., a leading enabler of
e-commerce for manufacturers and retailers, completed the merger of Internet
Shopping Network ("ISN") and Styleclick.com. The entities were merged with a new
company, Styleclick, Inc., which owns and operates the combined properties of
Styleclick.com Inc. and ISN. Styleclick, Inc. is traded on the Nasdaq market
under the symbol "IBUY". In accordance with the terms of the agreement, USAi
invested $40 million in cash and will contribute $10 million in dedicated media,
and will receive warrants to purchase additional shares of the new company. On a
fully diluted basis, USAi owns approximately 75% of the new company and
Styleclick.com stockholders own approximately 25%. At closing, Styleclick.com
repaid the $10 million of borrowing outstanding under the bridge loan.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
USANi LLC, a Delaware limited liability company (the "Company" or "LLC"), is
a subsidiary of Home Shopping Network, Inc. ("Holdco"), which is a subsidiary of
USA Networks, Inc. ("USAi"). The Company is a holding company, the subsidiaries
of which are engaged in diversified media and electronic commerce businesses.
CONSOLIDATED RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 VS. THREE MONTHS ENDED JUNE 30, 1999
NET REVENUES
For the three months ended June 30, 2000, net revenues increased
$147.7 million, or 24.2%, to $758.8 million from $611.1 million compared to 1999
primarily due to increases of $74.3 million and $73.4 million from the Networks
and television production and Electronic retailing businesses, respectively. As
of January 1, 2000, the Company presents the operations of HOT Germany on a
consolidated basis whereas the investment was previously accounted for under the
equity method of accounting. Revenues for the German operations were
$46.9 million in the three months ended June 30, 2000 as compared to
$34.8 million in 1999.
The increase in electronic retailing primarily resulted from Home Shopping
Network's core domestic business, which generated increased sales of
$25.7 million, including HSN.com, which began operations in late 1999 and
generated sales of $5.7 million in the quarter, as well as the consolidation of
the German operations, which resulted in increased sales of $46.9 million. The
increase in net revenues also reflected a decrease in the return rate to 19.6%
from 20.4% in 1999. The increase in Networks and television production primarily
resulted from an increase in advertising and affiliate revenues at USA Network
and the Sci-Fi Channel, and increased revenue from Studios USA related
principally to one-hour dramas.
OPERATING COSTS AND EXPENSES
For the three months ended June 30, 2000, total operating costs and expenses
increased $124.4 million, or 23.3%, to $659.1 million from $534.7 million
compared to 1999, primarily due to increased costs of $65.8 million and
$41.0 million from the Electronic retailing and Networks and television
production businesses, respectively. The increased costs are related to the
higher revenue of all of the businesses, the consolidation of the German
electronic retailing operations as of January 1, 2000. During the three months
ended June 30, 2000, the Company recorded $8.7 million of expense related to an
agreement with an executive. Of this amount, $2.9 million is a non-cash stock
compensation expense related to restricted stock.
Amortization of cable distribution fees increased by $2.1 million due to
higher cost distribution arrangements.
OTHER INCOME (EXPENSE), NET
For the three months ended June 30, 2000, net interest expense decreased by
$10.0 million, compared to 1999 primarily due to lower borrowing levels as a
result of the repayment of bank debt in prior years from the proceeds of equity
transactions involving Universal and Liberty Media Corporation, a subsidiary of
AT&T Corporation ("Liberty").
In the three months ended June 30, 1999, the Company realized gains of
$3.0 million related to the sale of securities and $10.4 million from the
reversal of equity losses that were recorded in 1998 as a result
9
<PAGE>
of the Universal transaction. In the three months ended June 30, 2000, other
expense relates primarily to equity losses in unconsolidated subsidiaries.
SIX MONTHS ENDED JUNE 30, 2000 VS. SIX MONTHS ENDED JUNE 30, 1999
NET REVENUES
For the six months ended June 30, 2000, net revenues increased
$294.8 million, or 24%, to $1.5 billion from $1.2 billion compared to 1999
primarily due to increases of $176.9 million and $121.7 million from the
Electronic retailing and Networks and television production businesses,
respectively. As of January 1, 2000, the Company presents the operations of HOT
Germany on a consolidated basis whereas the investment was previously accounted
for under the equity method of accounting. Revenues for the German operations
were $101.0 million in the six months ended June 30, 2000 as compared to
$71.2 million in 1999.
The increase in electronic retailing primarily resulted from Home Shopping
Network's core domestic business, which generated increased sales of
$73.0 million due primarily to the increase from the Home Shopping service of
$58.5 million and HSN.com, which generated revenue of $9.9 million, as well as
the consolidation of the German operations, which resulted in increased sales of
$101.0 million. The increase in Networks and television production primarily
resulted from an increase in advertising and affiliate revenues at USA Network
and the Sci-Fi Channel due to an increase in subscribers and higher ratings at
Sci-Fi. Revenue of Studios USA also increased due to increased revenues from
one-hour dramas, talk shows and movie productions, offset by fewer network
pick-ups for comedy productions.
OPERATING COSTS AND EXPENSES
For the six months ended June 30, 2000, total operating costs and expenses
increased $235.4 million, or 22.0%, to $1.3 billion from $1.1 billion compared
to 1999, primarily due to increased costs of $148.6 million and $59.1 million
from the Electronic retailing and Networks and television production businesses,
respectively. The increased costs are related to the higher revenue of all of
the businesses, the consolidation of the German electronic retailing operations
as of January 1, 2000.
Amortization of cable distribution fees increased by $4.2 million due to
higher cost distribution arrangements.
OTHER INCOME (EXPENSE), NET
For the six months ended June 30, 2000, net interest expense decreased by
$16.7 million, compared to 1999 primarily due to lower borrowing levels as a
result of the repayment of bank debt in prior years from the proceeds of equity
transactions involving Universal and Liberty Media Corporation, a subsidiary of
AT&T Corporation ("Liberty").
In the six months ended June 30, 1999, the Company realized gains of
$50.3 million related to the sale of securities and $10.4 million from the
reversal of equity losses that were recorded in 1998 as a result of the
Universal transaction. In the six months ended June 30, 2000, other expense
relates primarily to equity losses in unconsolidated subsidiaries.
INCOME TAXES
As a limited liability company, the Company is not subject to federal or
state income taxes in the United States, but rather the LLC partners are
responsible for taxes related to the earnings attributable to each partner. The
Company is subject to unincorporated business tax in New York City and income
tax in Germany.
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FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
The operating results and capital resources and liquidity requirements of
USAi, Home Shopping Network, Inc. ("Holdco") and USANi LLC are dependent on each
other. The investment agreement, among Universal Studios, Inc. ("Universal"),
Liberty Media Corporation, a subsidiary of AT&T Corporation, ("Liberty"), USAi
and Holdco requires that no less frequently than monthly, (1) all cash generated
by entities not owned by USANi LLC be transferred to USANi LLC and (2) any cash
needs by entities not owned by USANi LLC be funded by USANi LLC. In addition,
USAi and USANi LLC are jointly and severally obligated under the $500.0 million
6 3/4% Senior Notes due 2005 (the "Notes"). USANi LLC and its subsidiaries have
no material restrictions on their ability to transfer amounts to fund USAi's
operations.
Net cash provided by operating activities was $248.4 million for the six
months ended June 30, 2000 compared to $194.3 million for the six months ended
June 30, 1999. These cash proceeds were used to pay for capital expenditures of
$28.7 million, to make principal payments on long-term obligations of
$33.1 million, to make mandatory tax distribution payments to LLC partners of
$118.2 million, including $50.1 million to USAi, and to provide funding to USAi.
Under the investment agreement, transfers of cash between USAi and USANi LLC
are evidenced by a demand note and accrue interest at USANi LLC's borrowing rate
under the existing credit agreement. Certain transfers of funds between Holdco,
USANi LLC and USAi are not evidenced by a demand note and do not accrue
interest, primarily relating to the establishment of the operations of USANi LLC
and capital contributions from USAi into USANi LLC. During the six months ended
June 30, 2000, net transfers from USANi LLC to USAi totaling approximately
$167.4 million, including $25.0 million related to contingent purchase price
payments on the Hotel Reservations Network Transaction, $33.9 million to fund
the operations of USAi's television broadcast operations, $14.6 million to fund
the operations of Ticketmaster, including Citysearch, offset partially by net
receipts of $12.2 million from USA Films. Funds of $106.2 million were also
transferred to USAi to purchase shares of treasury stock.
On February 12, 1998, USAi and USANi LLC, as borrower, entered into a credit
agreement that provided for a $1.6 billion credit facility. $1.0 billion was
permanently repaid in prior years. The $600.0 million revolving credit facility
expires on December 31, 2002. The existing credit facility is guaranteed by
substantially all of USAi's material subsidiaries. The interest rate on
borrowings under the existing credit facility is tied to an alternate base rate
or the London InterBank Rate, in each case, plus an applicable margin. As of
June 30, 2000, there was $597.4 million available for borrowing after taking
into account outstanding letters of credit.
Under the investment agreement relating to the Universal Transaction, USAi
has granted to Universal and Liberty preemptive rights with respect to future
issuances of USAi's common stock and Class B common stock. These preemptive
rights generally allow Universal and Liberty the right to maintain an ownership
percentage in USAi equal to the ownership percentage that entity held, on a
fully converted basis, immediately prior to the issuance. In May 2000, Liberty
exercised its preemptive right for approximately 7.9 million shares related
principally to the PRC transaction, resulting in proceeds of approximately
$179.1 million.
On July 28, 2000 USAi and Styleclick.com Inc., a leading enabler of
e-commerce for manufacturers and retailers, completed the merger of Internet
Shopping Network ("ISN") and Styleclick.com. The entities were merged with a new
company, Styleclick, Inc., which owns and operates the combined properties of
Styleclick.com Inc. and ISN. In accordance with the terms of the agreement, USAi
invested $40 million in cash and will contribute $10 million in dedicated media,
and will receive warrants to purchase additional shares of the new company. On a
fully diluted basis, USAi owns approximately 75% of the new company and
Styleclick.com stockholders own approximately 25%. At closing, Styleclick.com
repaid the $10 million of borrowing outstanding under the bridge loan provided
by USAi.
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USAi anticipates that it will need to invest working capital towards the
development and expansion of its overall operations. Due primarily to the
expansion of the Internet business future capital expenditures are projected to
be higher than current amounts.
On February 29, 2000, the Company made a mandatory tax distribution payment
to the LLC partners in the amount of $118.2 million, including $50.1 million to
USAi.
In management's opinion, available cash, internally generated funds and
available borrowings will provide sufficient capital resources to meet the
Company's foreseeable needs.
SEASONALITY
USANi LLC's businesses are subject to the effects of seasonality. Networks
and Television Production revenues are influenced by advertiser demand and the
seasonal nature of programming, and generally peak in the spring and fall.
USANi LLC believes seasonality impacts its Electronic Retailing segment but
not to the same extent it impacts the retail industry in general.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK
The Company's exposure to market rate risk for changes in interest rates
relates primarily to the Company's short-term investment portfolio and issuance
of debt. The Company does not use derivative financial instruments in its
investment portfolio. The Company has a prescribed methodology whereby it
invests its excess cash in debt instruments of government agencies and high
quality corporate issuers. To further mitigate risk, the vast majority of the
securities have a maturity date within 60 days. The portfolio is reviewed on a
periodic basis and adjusted in the event that the credit rating of a security
held in the portfolio has deteriorated.
At June 30, 2000, the Company's outstanding debt approximated
$543.9 million, substantially all of which is fixed rate obligations. If market
rates decline, the Company runs the risk that the related required payments on
the fixed rate debt will exceed those based on the current market rate.
FOREIGN CURRENCY EXCHANGE RISK
The Company conducts business in certain foreign markets. However, the level
of operations in foreign markets is insignificant to the consolidated results.
EQUITY PRICE RISK
The Company has no investments in equity securities of publicly-traded
companies. It is not customary for the Company to make investments in equity
securities as part of its investment strategy.
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the Home Shopping Network Consumer Class Action litigation previously
reported in the Company's 1999 Form 10-K, the plaintiffs filed an amended class
action complaint that, among other things, added an additional named plaintiff,
added Home Shopping Club LP, Warrantech Helpdesk, Inc., Banctech Service, Inc.
and Timespace Internet, Inc. as named defendants, and removed two individuals as
named defendants. On May 9, 2000, Home Shopping Network, Inc. and Home Shopping
Club LP (the "HSN Defendants") filed a motion to dismiss the amended complaint.
On May 23, 2000, the Cook County Circuit Court addressed the HSN Defendants'
motion to dismiss by entering an Order that, in pertinent
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part, required the plaintiffs to file a second amended complaint. On June 6,
2000, the plaintiffs filed a second amended class action complaint that, among
other things, added an additional named plaintiff and asserted two new causes of
action for negligent misrepresentation and breach of contract. The HSN
Defendants have filed an answer and affirmative defenses to the second amended
complaint and intend to continue to vigorously defend this action.
In the World Wrestling Federation litigation, in a decision dated June 27,
2000, the Delaware Chancery Court dismissed USA Cable's complaint, holding that
while USA Cable had no obligation to match the terms of the Viacom/CBS offer
pertaining to matters other than the four wrestling entertainment programs, USA
had failed to match the terms of the Viacom Inc. and CBS Corporation offer. USA
Cable is pursuing an expedited appeal of the decision of the Chancery Court in
the Delaware Supreme Court. Oral argument of the appeal is scheduled for
August 14, 2000.
The Company is engaged in various other lawsuits either as plaintiff or
defendant. In the opinion of management, the ultimate outcome of these various
lawsuits should not have a material impact on the Company.
ITEM 6. EXHIBITS AND REPROTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
27.1 Financial Data Schedule (for SEC use only)
27.2 Financial Data Schedule (for SEC use only)
</TABLE>
------------------------
* Reflects management contracts and compensatory plans.
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SIGNATURES
Pursuant to the requirements of the Securities and 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>
USANi LLC
(REGISTRANT)
By: /s/ BARRY DILLER
-----------------------------------------
Barry Diller
Chairman and Chief
Executive Officer
</TABLE>
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ BARRY DILLER
--------------------------------- Chairman of the Board, Chief Executive August 14, 2000
Barry Diller Officer and Director
/s/ MICHAEL SILECK Senior Vice President and Chief
--------------------------------- Financial Officer August 14, 2000
Michael Sileck (Principal Financial Officer)
/s/ WILLIAM J. SEVERANCE
--------------------------------- Vice President and Controller August 14, 2000
William J. Severance (Chief Accounting Officer)
</TABLE>
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