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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM TO
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COMMISSION FILE NUMBER 0-22662
UNITED VIDEO SATELLITE GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 73-1290412
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7140 SOUTH LEWIS AVENUE
TULSA, OKLAHOMA 74136-5422
(Address of principal executive offices) (Zip code)
(918) 488-4000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: none
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $.01 par value
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
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of
the registrant was $353,652,697 as of March 8, 1998.
Number of shares outstanding of each of the registrant's classes of
common stock as of March 8, 1998:
TITLE OF CLASS NUMBER OF SHARES
Class A Common Stock $.01 Par Value 24,242,620
Class B Common Stock $.01 Par Value 12,373,294
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Stockholders
are incorporated by reference into Part III of this Report.
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PART I
ITEM 1. BUSINESS
The Company was incorporated as a Delaware corporation in December
1986, although it and certain of its subsidiaries are successors to
various entities, the first of which was formed in 1965. The Company
completed an Initial Public Offering (the "Offering") of shares of its
Class A Common Stock, $0.01 par value, on November 26, 1993.
Immediately prior to completion of the Offering, the Company
consummated a series of transactions pursuant to which certain
affiliated corporations were merged or otherwise became wholly owned
subsidiaries of the Company (the "Reorganization"). Unless the context
otherwise requires, the terms "Company" and "UVSG" refer to the
business of United Video Satellite Group, Inc. and its consolidated
subsidiaries, including each of the entities that became wholly owned
subsidiaries of the Company upon consummation of the Reorganization and
each of their subsidiaries and predecessors.
On January 25, 1996, the Company became a subsidiary of Tele-
Communications, Inc. ("TCI") in a transaction in which TCI acquired
UVSG common stock then representing approximately 40% of the issued and
outstanding common stock of the Company and approximately 86% of the
total voting power of UVSG common stock. TCI, through its subsidiaries
and affiliates, is principally engaged in the construction,
acquisition, ownership and operation of cable television systems and
the provision of satellite-delivered video entertainment, information
and home shopping programming services to various video distribution
media, principally cable television systems. TCI also has investments
in cable and telecommunications operations and television programming
in certain international markets as well as investments in companies
and joint ventures involved in developing and providing programming for
new television and telecommunications technologies.
On January 12, 1998, TCI purchased approximately 12.4 million
shares of UVSG Class A Common Stock from Lawrence Flinn, Jr., the
Company's Chairman Emeritus, who was formerly Chairman of the Board of
Directors and Chief Executive Officer. TCI owned approximately 73% of
the outstanding UVSG common stock, representing approximately 93% of
the total voting power of the UVSG common stock, on March 8, 1998.
TCI's ownership interests in the Company as of such date were
attributed to Liberty Media Group as to approximately 17% of the
outstanding UVSG common stock, representing approximately 4% of the
total voting power of the UVSG common stock, and TCI Ventures Group as
to approximately 57% of the outstanding UVSG common stock, representing
approximately 89% of the total voting power of the UVSG common stock.
Four of the Company's seven directors are also employees, officers
and/or directors of TCI or its affiliates (other than the Company).
See Note 1 of Notes to Consolidated Financial Statements.
The principal executive offices of UVSG are located at 7140 South
Lewis Avenue, Tulsa, Oklahoma 74136-5422, and its telephone number is
(918) 488-4000.
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General
The Company provides satellite-delivered video, audio, data and
program promotion services to cable television systems, direct-to-home
satellite dish users, radio stations and private network users
primarily throughout North America and software development and systems
integration services to commercial entities, the federal government and
defense related agencies in locations throughout the United States thru
five businesses:
- Program Promotion and Guide Services. The Company supplies
cable television systems and other multi-channel video
programming distributors, both nationally and internationally,
satellite-delivered on-screen program promotion and guide
services, including Prevue Channel, offered through its
Prevue Networks subsidiary, and Sneak Prevue, offered through
Sneak Prevue LLC, a joint venture owned 72% by Prevue Networks.
Through its Prevue Interactive subsidiary, the Company is
currently offering interactive television technology that
allows television viewers to retrieve on demand continuously
updated program guide information through their cable
television system.
- Direct-To-Home ("DTH") Satellite Services. Through
Superstar/Netlink Group LLC ("SNG"), a consolidated joint
venture owned approximately 40% by the Company's Superstar
Satellite Entertainment division("Superstar"), the Company
markets satellite entertainment programming to C-band DTH
satellite dish owners in North America. In addition, Superstar
provides certain billing and telemarketing services to other
companies in the C-band industry.
- Satellite Distribution of Video Entertainment Services. The
Company's UVTV division ("UVTV") markets and distributes to
cable television systems and other multi-channel video
programming distributors WGN (Chicago), KTLA (Los Angeles) and
WPIX (New York), three independent satellite-delivered
television "superstations".
- Software Development and Systems Integration Services. Through
SSDS, Inc. ("SSDS"), the Company provides software development
and systems integration services to large organizations with
complex computer needs. The Company owns approximately 70% of
SSDS.
- Satellite Transmission Services for Private Networks. The
Company provides satellite-delivered point-to-multipoint audio
and data transmission services for various customers, including
radio programmers, paging network operators, financial
information providers, news services and other private business
networks through the Company's SpaceCom subsidiary.
The Company plans to continue to develop additional services and
products within each of the markets that it serves and will also
continue to consider new ventures and acquisitions of businesses that
complement its existing infrastructure and services.
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Program Promotion and Guide Services--Prevue Networks
Non-interactive Services
Prevue Networks has developed and markets Prevue Channel and Sneak
Prevue to cable television systems and other multi-channel video
programming distributors ("Programming Distributors"), such as direct
broadcast satellite ("DBS") and telephone companies. These services
provide continuously updated on-screen video and text information,
customized for each Programming Distributor, to promote the Programming
Distributor's programs and provide program schedule information to its
subscribers.
The Company launched the Electronic Program Guide (now marketed as
EPG), the industry's first satellite-delivered, 24-hour electronic
program guide for the cable television industry, in 1981. Prevue
Networks continued to upgrade and develop its program guide services
and in 1988 launched Prevue Guide (later renamed Prevue Channel),
adding video and audio components to EPG's text listings of program
information. In 1991, Prevue Networks launched Sneak Prevue, a system-
specific service to promote cable television systems' pay-per-view
programs and events. In 1996, Prevue Networks entered into a joint
venture with Starnet, Inc. ("Starnet"), to consolidate Sneak Prevue and
Starnet's digital pay-per-view promotion product, The Barker. Prevue
owns approximately 72% and controls the venture.
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Services. Prevue Channel and Sneak Prevue are separate channels
either or both of which are typically included in a basic package
offered by Programming Distributors to their subscribers. Prevue
Channel is an information source for all of the system's channel
offerings, while Sneak Prevue exclusively promotes a system's
pay-per-view offerings. The screen for Prevue Channel is divided into
two components with the upper half devoted to video clips promoting
upcoming programs and events and advertising while the lower half of
the screen contains a scrolling textual guide to upcoming programs.
The customized text portion of the screen is formatted as a scrolling
grid containing viewing times, channel numbers, network identification,
program titles, movie descriptions, program ratings and ordering
instructions for pay-per-view services. Sneak Prevue's video component
comprises the entire screen with the textual information relating to
pay-per-view schedules, pricing, channel designation and ordering
instructions overlaid near the bottom of the screen. The video is
interspersed with textual information or billboards that provide a more
comprehensive listing of the day's pay-per-view features. A
Programming Distributor may choose different promotional strategies for
different times of day and can adjust the rotation of video clips
accordingly. Viewers need no special equipment (converters or
sidecars) to receive Prevue Channel and Sneak Prevue services.
Both the text and video components of Prevue Channel are delivered
by Prevue Networks to systems via satellite. Prevue Networks supplies
to the system a control unit, a computer containing proprietary
technology and software that stores the text information and controls
the video delivered by satellite. Each of the Company's control units
is coded to receive guide information intended specifically for each
individual system and its unique channel line-up.
For its Sneak Prevue analog service, Prevue Networks supplies the
Programming Distributor with a control unit containing a computer and a
laser disc player. Approximately every two weeks, Prevue Networks
ships an updated laser disc that contains video clips for upcoming
programming, graphics and other information for Sneak Prevue. Prevue
Networks continuously sends, via satellite, updated information and
instructions coded for specific systems. The control unit then tailors,
collates and formats the video contained on the laser disc and the
information received by satellite.
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For its Sneak Prevue digital service, Prevue Networks supplies the
Programming Distributor with a MPEG I+ digital video file server.
Video clips are distributed via satellite in digitally compressed
format. System specific video can be downloaded at any time. The
information and instructions are distributed via satellite in the same
manner as the Sneak Prevue analog service.
Sales and Marketing. Through its United Video Network Sales
subsidiary ("UVNS"), the Company markets and sells Prevue Channel and
Sneak Prevue to Programming Distributors as a tool for promoting the
system's programs, especially premium channels and pay-per-view. Prevue
Networks plans to continue focusing on targeted advertisers, such as
cable and broadcast television networks, video and entertainment
related product providers and consumer packaged goods companies, to
increase advertising revenue. The Company maintains a New York City
advertising sales office to better pursue potential advertising sales
and work with agencies. In addition to domestic sales, Prevue Networks
sells Prevue Channel and Sneak Prevue services in the international
marketplace.
Competition. Prevue Channel and Sneak Prevue services compete
with other programming for limited cable television system channel
slots. This competition has been increasing and will continue to
increase as Programming Distributors recapture analog channels to
launch digital services. To date, the impact of channel recapture has
been immaterial to Prevue Channel and Sneak Prevue distribution;
however, future impacts of channel recapture cannot be predicted.
Prevue Networks continues to face competition from Programming
Distributors operating single-system program guides or pay-per-view
promotional channels similar to Prevue Network's services. To some
extent, Prevue Networks also indirectly competes with printed program
guides. While Prevue Networks believes that its interactive products
will serve as a compliment to its passive products, Prevue Channel may
face competition from new interactive program guides being developed by
the Company and its competitors.
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Interactive Program Guide Services
Prevue Interactive develops and markets interactive program guide
services and software applications for use by cable television system
operators and other Programming Distributors. These services provide
continuously updated, on-screen text and graphic information,
customized to deliver system-specific schedule and program promotion
information to subscribers on demand.
In 1992 the Company developed and began marketing Trakker, an
interactive television technology that allowed viewers to retrieve, on
demand, a continuously updated program guide along with sports, weather
and other information services utilizing a small attachable processor.
Prevue Interactive launched its first set-top based interactive program
guide service, Quikvue, to cable subscribers in Marion, Indiana in late
1994. In that same year, Prevue Interactive began supplying its Prevue
Express guide for Time Warner's Full Service Network trial in Orlando,
Florida. In 1996, Prevue Interactive began providing its Prevue
Interactive interactive program guide for use on General Instrument's
DCT-1000 set-top converter.
Prevue Interactive's ongoing operations, excluding the cost of
patent litigation (See "Part I, Item 3--Legal Proceedings"), consist
primarily of software and intellectual property development to achieve
compatibility with new advanced analog and digital set-top converter
platforms.
Services. The Company offers interactive program guide services
and software applications that enable customers to review program
schedules and retrieve selected programming information on demand for
display on their television sets. This information is stored in a
set-top converter located in the viewer's home utilizing specialized
software and is continuously updated with information distributed to
the headend facility via satellite. The Company currently offers two
categories of interactive services for use by Programming Distributors:
(i) basic interactive information services for use with set-top
converter software applications of third parties and (ii) program guide
and promotional services utilizing set-top converter software
applications developed by Prevue Interactive.
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The Prevue Interactive service is an interactive on-screen program
guide which utilizes set-top converter software applications developed
by Prevue Networks allowing users access to the wide variety of
programming choices available to them. Program listings may be viewed
by time, channel or category or the listings can be scanned
alphabetically. Prevue Interactive's functionality includes access to
detailed program descriptions, parental control features, remind
notices to viewers of the commencement of pre-selected programming and
interfaces with VCR recording capabilities. Prevue Interactive also
offers Programming Distributors a means by which to market their
services and create brand loyalty with their viewers by offering the
ability to include co-branding and configurable interfaces on various
screens.
The development and deployment of the hardware by third parties,
which will be required to operate Prevue Interactive's interactive
technology, cannot be predicted at this time nor can the response of
Programming Distributors and their subscribers to Prevue Interactive's
interactive technology or the likelihood of competitors succeeding with
the same general concept, while using different technology.
Furthermore, the Company's competitors or other parties may have
developed or obtained, or may develop or obtain in the future,
intellectual property rights, including patents, that the Company may
need to implement its interactive technology.
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Competition. The Company anticipates that the market for such
interactive services will be characterized by intense competition in
the next few years. At least one other company, Gemstar International
Group Limited ("Gemstar"), has developed and is marketing a variety of
interactive services, including program guides, to be supplied through
cable television systems by Gemstar or its wholly owned subsidiary,
StarSight Telecast, Inc. ("StarSight"). The Company is currently
engaged in litigation with StarSight with respect to certain patents
held by StarSight relating to certain functions performed by
interactive program guide services. See "Patents and Trademarks" and
"Part I, Item 3--Legal Proceedings". The Company will also face
competition from interactive services offered through a variety of
other media, such as computer and telephone networks.
Interactive Prevue Guide ("IPG")
On January 21, 1998, the Company, announced plans to combine
Prevue Network's interactive business with that of Gemstar's in a newly
formed entity, IPG, which will be owned 51% by the Company and jointly
controlled by UVSG and Gemstar.
IPG will have rights to exclusively represent to video service
providers an interactive program guide and related data, promotion and
advertising, along with a collection of intellectual property and
technology to be licensed to service providers by the Company, Gemstar
and TCI Ventures Group. TCI Ventures Group, one of the TCI entities
which owns the Company's common stock, is the owner of certain
intellectual property rights that IPG will utilize to operate its
interactive program guide. IPG will contract with the Company for
affiliate sales, marketing, advertising sales, operations, billing and
collections and customer service.
In conjunction with the formation of IPG, a complete and final
settlement of the litigation between the Company and StarSight is
expected. However, the litigation has not yet been dismissed pending
completion of the transaction with Gemstar, which is expected to occur
by March 31, 1998.
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Home Satellite Dish Services--Superstar
Superstar markets and distributes programming to the C-band DTH
satellite dish subscriber market through SNG, a joint venture formed
effective April 1, 1996 to combine the retail C-band DTH satellite
businesses of the Company's Superstar division and Liberty Media
Corporation's ("Liberty's") Netlink division. Liberty is included
within the Liberty Media Group, to which certain of TCI's ownership
interests in the Company are also attributed. Prior to the formation of
SNG, the Company's retail C-band DTH satellite dish business operated
as a division of the Company.
Effective February 1, 1998, Turner Vision, Inc. ("Turner Vision")
contributed its retail C-band home satellite dish business' assets,
obligations and operations to SNG. SNG is currently owned
approximately 40% each by the Company and Liberty and approximately 20%
by Turner Vision. On February 17, 1998, the Company announced plans to
acquire Liberty's approximate 40% interest in SNG as part of a
transaction subject to, among other things, stockholder approval. See
"Liberty Media Transaction".
Superstar also provides certain billing and telemarketing services
to other companies in the C-band industry and has functioned as a
service agent for DirecTV in the DBS market.
The Company formed Superstar to sell WGN, WPIX and KTVT to the
home satellite dish market shortly after the Company began scrambling
its satellite-transmitted superstation signals in 1986. Two years
later, Superstar started selling KTLA to the home satellite dish
market. Through this evolution, Superstar evolved into a packager of
programming, including that of other programmers, for sale to
households with C-band home satellite dishes.
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Superstar's retail subscriber base has increased from
approximately 150,000 at January 1, 1990 to SNG's level at February 28,
1998 of approximately 1.2 million. Approximately 750,000 of this
increase in subscribers resulted from Liberty's Netlink division and
Turner Vision joining SNG. Superstar believes that much of the
remainder of its growth is attributable to the satellite transmission
industry's utilization of a more secure scrambling system that has
eliminated the piracy of satellite signals by some home satellite dish
owners. Prior to the industry's use of these improved systems, many
home satellite dish owners were easily able to circumvent the
scrambling devices. The C-band DTH industry experienced rapid growth
during this same period of time through 1995; however, with the
continued expansion of cable systems and the introduction of DBS
services, the C-band DTH industry is shrinking. During the year ended
December 31, 1997, the industry decreased 7% to 2.1 million
subscribers.
Services. SNG acquires rights to market various satellite-
transmitted programming, including services such as HBO, Starz!, ESPN
and USA, to home satellite dish owners. SNG offers home satellite dish
owners various packages of programming for 1-, 3-, 6- or 12-month
subscription periods. Once a subscriber has ordered service by
telephone, SNG transmits an authorization code to the customer's
descrambler via satellite, allowing customers to receive programming
within seconds after placing their order with SNG.
Through its United Video Enterprise Solutions division ("UVES"),
formerly called Business Services, Superstar provides certain call
center services, billing services, software and subscriber management
system services and markets ESPN to commercial establishments, such as
bars and restaurants. In addition, Superstar has functioned as a
service agent for DirecTV in the DBS market.
In 1994, Superstar contracted to be a service agent, both directly
and indirectly, for DirecTV in the DBS market, acting as the interface
between certain authorized dealers and the companies for the sale of
consumer programming. The agreements expired during 1997. In general,
Superstar will continue to receive commissions on the programming sold
through these dealers for a period of three years from the time the
consumer began purchasing programming. Revenues, net of commissions
paid, under these contracts were $12.9 million, $10.0 million and $4.0
million in 1997, 1996 and 1995, respectively. Net revenues earned
under these contracts are expected to decline evenly, with the majority
of the net revenues ending in mid-2000.
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Sales and Marketing. Approximately 79% of SNG's new subscribers
are generated through direct sales, primarily as a result of
advertising in industry publications and direct mail campaigns targeted
toward existing home satellite dish owners. Through its telemarketing
department, SNG also contacts by telephone and mail existing customers
prior to the end of a subscription term in order to obtain renewals.
SNG also markets its C-band DTH satellite dish services through
satellite equipment dealers. While no significant number of new C-band
home satellite dishes are being sold, these dealers often have
relationships with existing home satellite dish owners. The dealer
takes a customer's order and forwards it electronically to SNG, which
then authorizes the customer's descrambler to receive programming. SNG
pays the dealer an initial commission, as well as variable residuals
during the lifetime of the customers' subscriptions.
Competition. SNG competes with other large C-band DTH satellite
dish program packagers, some of which are affiliated with well-known,
large programmers and cable television system operators. Because a
significant portion of SNG's sales are generated through home satellite
dish dealers, SNG also competes for dealer relationships on the basis
of commission rates and quality of service offered to the dealer and
its customers. In addition, the C-band DTH satellite dish market faces
competition from cable television as well as technologies such as DBS
services, which were launched in 1994. DBS uses Ku-band digital
frequencies that can be received by significantly smaller and less
expensive receive terminals than those home satellite dishes that
receive C-band analog frequencies. Because of the smaller dish size,
DBS is more widely accepted than C-band DTH satellite dish systems in
urban markets. The Company believes that the continued expansion of
cable and DBS will serve to decrease the size of the C-band market in
the short and long-term. However, due to the competitive nature of the
C-band market, retail prices to the C-band consumer are lower than in
cable and DBS, which provides incentive to existing C-band home
satellite dish owners to keep their systems active.
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Satellite Distribution of Video Entertainment Services--UVTV
UVTV markets and distributes to Programming Distributors video and
audio services such as superstations WGN (Chicago), WPIX (New York) and
KTLA (Los Angeles), three of the four independent satellite-delivered
television superstations in the United States.
UVTV began satellite transmission of independent television
station WGN-TV of Chicago as a superstation in 1978 for carriage on
cable television systems. In 1979, UVTV became the first satellite
carrier of a stereo audio service when it launched carriage of a
Chicago-based classical music radio station. In 1984, UVTV launched
UVTV/KTVT (Dallas) (since discontinued) and UVTV/WPIX (New York) as
satellite services. In 1988, the Company began satellite distribution
and marketing of KTLA as a West Coast superstation. UVTV began selling
these superstations in the Canadian market in 1991 after regulatory
changes allowed Canadian cable television systems to carry such
services. UVTV also currently serves cable systems in Mexico and
Central America. Through its Direct-to-Home division, UVTV markets
satellite-transmitted WGN, WPIX and KTLA superstations to C-Band and
DBS packagers in the home satellite dish industry.
Services. On January 1, 1998, UVTV/WGN became the country's
largest superstation in terms of subscribers when Turner Broadcasting
Corporation's WTBS converted to a network. In 1998, UVTV/WGN will carry
92 Chicago Cubs and 52 Chicago White Sox baseball games, as well as 15
Chicago Bulls basketball games. UVTV/WGN also offers original
programming, 26 hours per week of feature films and over 25 hours of
children's programming weekly. UVTV distributes UVTV/WGN, UVTV/WPIX
and UVTV/KTLA to Programming Distributors, primarily cable television
systems and C-band and DBS DTH program packagers in the United States
and Canada. In addition, UVTV markets Home and Garden Television and
Univision to C-band program packagers.
Broadcast television stations may have purchased special rights in
their respective markets for certain syndicated programming that is
also carried on WGN-TV. These syndicated exclusivity ("syndex") rights
allow certain broadcast stations to demand that local cable television
systems blackout the subject programming. In 1990, to position
UVTV/WGN more attractively with cable television systems, UVTV began
inserting substitute programming for the WGN-TV programming subject to
syndex blackouts. UVTV is thus able to deliver UVTV/WGN blackout-free
to its customers. UVTV's two other superstations are subject to black
out in local markets.
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Sales and Marketing. The Company markets and sells UVTV's video
and audio services to Programming Distributors through its UVNS
subsidiary. UVTV's marketing strategy in the sales of WGN has been to
manage the satellite-delivered service as a cable television network.
As the U.S. cable television industry matures, sales of UVTV/WGN
generally are made on a replacement basis due to channel capacity
limitation, with UVTV/WGN replacing an existing, lesser viewed service
carried by the customer's cable television system, or as a new channel
as systems rebuild and add channel capacity. Historically, UVTV's
growth of subscribers has come from within existing cable television
systems as the number of subscribers within the cable universe has
grown. The Company believes future growth may also result from
telephone company entrance into the television programming market and
from the expanding DBS market.
Competition. UVTV faces competition from over 150 cable network
suppliers, including other superstations, for limited channel capacity
on cable television systems. Cable television systems must pay
copyright payments to the Copyright Arbitration Royalty Panel when they
receive and distribute satellite-transmitted television broadcasts,
such as UVTV/WGN and other superstations, which is a separate less
controllable cost than the bundled fee incurred and paid directly to
the copyright holder when distributing a cable television network.
These and other factors can influence a cable television system's
decision as to whether to select UVTV/WGN for distribution.
The Cable Television Consumer Protection and Competition Act of
1992 (the "1992 Cable Act") grandfathers those superstation signals
that were on satellite prior to May 1, 1991; however, it generally
requires new entrants to the superstation satellite-transmission market
to obtain retransmission consent from the broadcast station that they
intend to retransmit. UVTV believes that these provisions of the 1992
Cable Act may create a barrier to the emergence of new superstations
that would compete with UVTV/WGN and the other three existing
superstations because it may be difficult to obtain retransmission
consent from the stations at an economically feasible price. However,
as all of UVTV's superstations were being retransmitted prior to that
time, any person desiring to retransmit these superstations is exempt
from retransmission consent requirements. Because UVTV's customers
have entered into service agreements generally with a three-year
initial term, UVTV believes its customers would not be able to change
immediately to another company transmitting those superstations.
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Software Development and Systems Integration Solutions--SSDS
SSDS provides information technology consulting, integration and
software development services in the form of business solutions for
networked computing environments. Through its subsidiary company,
Knowledge Workers, Inc., SSDS provides technical employee recruitment
services
SSDS commenced operations in February 1986. Initially, SSDS acted
in a sub-contractor role on major network implementation projects for
the federal government and large companies working in the defense
industry. By 1992, SSDS began bidding more regularly as a prime
contractor for both government and commercial opportunities.
SSDS currently markets its services to three primary market
segments: (a) commercial, (b) state and local government (including the
K-12 education market), and (c) defense-related agencies of the U.S.
Government. In the commercial segment, SSDS currently concentrates on
organizations in the telecommunications, financial services and
utilities industries. The defense market segment is focused on those
organizations that view networked systems and the benefits they provide
as critical factors in the success of their organizations. During the
twelve months ended December 31, 1997, the commercial, state and local
and defense market segments represented 35%, 11% and 45%, respectively,
of SSDS' total revenues. Knowledge Workers, Inc. generated 9% of SSDS'
revenue total.
Services. SSDS provides information technology consulting,
integration and software development to allow clients to achieve
competitive advantages by enhancing the loyalty of their customers,
employees and business partners. Generally, SSDS' larger contracts in
the state and local sector and defense segments of its business range
in duration from one to seven years, subject to certain non-renewable
provisions. Its contracts in the commercial segment of its business are
generally of shorter duration (one day to one year), with the
opportunity to extend the contract upon the satisfaction of the client.
Competition. The information technology and systems integration
field is highly fragmented and competitive and is comprised of a
substantial number of participants, many of which are much larger than
SSDS. The competitive market includes many small, niche-oriented
consulting firms and many large consulting and computer equipment
companies that also offer professional services.
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Satellite Transmission Services for Private Networks--SpaceCom
SpaceCom provides point-to-multipoint audio and data satellite
transmission services for various customers throughout North America,
including radio programmers, paging network operators, financial
information providers, news services and other private business
networks. In general, SpaceCom purchases long-term satellite
transponder capacity "in bulk", subdivides it into a number of smaller
channel units and resells these units using its value-added
transmission services, FM Squared, FM Cubed and HyperCubed, all of
which were developed by SpaceCom.
Because of the limited supply of satellite transponder capacity in
the early years of the satellite transmission industry, transmission
methods and systems were designed to use transponder space as
efficiently as possible. While these transmission methods minimized use
of transponder space, they required relatively large and expensive
satellite receive dishes. As the supply of satellite transponder space
increased and the price for such space decreased, SpaceCom began
experimenting with transmission methods that could be used to reduce
the size and cost of satellite receive systems. In 1986, SpaceCom
commercially introduced its FM Squared technology to radio broadcasters
for satellite transmission of audio services. In 1991, SpaceCom
introduced its proprietary FM Cubed technology, which is more reliable
and flexible than FM Squared and is encrypted to provide customers with
more security against unauthorized receipt of their transmissions. In
1996, SpaceCom introduced the HyperCubed service. This service has the
same characteristics as FM Cubed but at half its price with higher
priced receivers.
Services. SpaceCom leases two C-band and two Ku-band satellite
transponders on which it transmits audio and data for its customers.
The customer's audio and data is transmitted from the Company's uplink
facility to a satellite transponder using FM Squared, FM Cubed or
HyperCubed technology and is retransmitted to satellite receive dishes
at a customer's or their subscribers' multiple locations.
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Most of SpaceCom's commercial customers use FM Cubed systems.
SpaceCom's proprietary FM Cubed technology is fully digital and
programmable via downloadable software, a technology the Company
originally developed for its Prevue products. FM Cubed transmissions
are less affected by weather conditions and are able to transmit more
data using less transponder capacity than FM Squared. In addition,
SpaceCom scrambles FM Cubed transmissions using three unique
proprietary encryption methods.
Sales and Marketing. SpaceCom markets "turn-key" satellite based
communications networks, which require little maintenance or
intervention by the customer other than coordination of the receive
hardware for its network end users. SpaceCom currently markets and
sells its services primarily to the radio, paging and financial
information network markets. SpaceCom's customers sign contracts for
initial terms of typically five years or greater, often through the end
of life on the satellite. Approximately 51% of SpaceCom's 1997
revenues were attributable to paging customers.
As of December 31, 1997, SpaceCom's two C-band FM Squared
transponders were occupied to approximately 72% of capacity and its Ku-
band FM Squared transponder was filled to approximately 65% of
capacity. SpaceCom's Ku-band FM Cubed satellite transponder was
operating at approximately 95% of capacity. SpaceCom believes these
transponders will satisfy its capacity requirements through 1999 and is
focusing on sales of its HyperCubed services and equipment to take
advantage of existing transponder capacity and this technology. The
HyperCubed service resides on the same transponder as the Ku-band FM
Squared service.
17
<PAGE>
Competition. SpaceCom competes with a number of other companies
in the one-way point-to-multipoint satellite distribution business.
Its major competition comes from satellite receive hardware
manufacturers, which encourage potential users to build self-supporting
satellite facilities instead of purchasing satellite service.
SpaceCom's business model is unique to the industry, selling both the
satellite service and the associated hardware for its FM Cubed and
HyperCubed products. The FM Cubed and HyperCubed systems use
proprietary, custom-programmed application specific integrated circuits
that are difficult and expensive to reverse engineer. In addition,
SpaceCom has two patents covering certain aspects of its FM Cubed and
HyperCubed technology. However, there can be no assurances that these
patents will afford SpaceCom significant protection against competitors
with similar products or technology. SpaceCom also competes with
two-way satellite communication network service providers as well as
telephone companies, although it believes its point-to-multipoint
technology is less expensive for customers with a large number of sites
that do not require two-way communication capabilities.
Liberty Media Transaction
On February 17, 1998, the Company announced plans to acquire
Liberty's approximate 40% interest in SNG and Liberty's business that
distributes to cable television systems and other multi-channel video
distributors four network affiliates, one public broadcast station and
one independent television station, collectively known as Denver 6, and
certain other programming interests as part of a transaction subject
to, among other things, shareholder approval. The transaction will be
effected on a tax-free basis, with UVSG issuing 6,375,000 shares of
Class A Common Stock, all of which shares will be attributed to Liberty
Media Group. As a result of this transaction, TCI's aggregate equity
and voting interest in UVSG will increase to approximately 77% and 94%,
respectively, consisting of TCI Ventures Group's equity and voting
interests in UVSG of 48% and 85%, respectively, and Liberty Media
Group's equity and voting interests in UVSG of 29% and 8%,
respectively.
18
<PAGE>
Research and Development
Company-sponsored research and development activities charged
against pre-tax earnings were $7.5 million, $5.4 million and $3.7
million in 1997, 1996 and 1995, respectively.
Regulation
The satellite transmission, cable and telecommunications
industries are subject to federal regulatory conditions, including FCC
licensing and other requirements. The industry is also often subject
to extensive regulation by local and state authorities. While most
cable and telecommunication industry regulations do not apply directly
to UVSG, they affect Programming Distributors, the primary customer for
UVSG's products and services. In the past, uncertainty about proposed
or even rumored regulatory changes has occasionally caused UVSG's
programming distributor customers to postpone purchasing decisions and
actions. UVSG monitors pending legislation to ascertain relevance,
analyze impact and develop strategic direction surrounding regulatory
trends and developments within the industry.
Copyright Matters. Under the "cable compulsory license"
provisions of the Copyright Act of 1976 (the "Copyright Act"),
Programming Distributors are required to pay copyright fees that arise
from their reception and distribution of satellite-transmitted
television broadcasts such as WGN and other superstations. These
provisions also grant an exemption which allows UVTV to transmit and
market its superstations without agreements with, or copyright payments
to, the broadcast station or the program owners. The cable television
systems that carry the superstation broadcasts are responsible for
paying copyright fees to the United States Copyright Office, a federal
copyright fee collection agency. Legislation has been recommended from
time to time to repeal the cable compulsory license provision, although
no such legislation has been passed by Congress. Similar legislation
may be discussed and possibly introduced in the near future to consider
"reform" of the cable compulsory license, and if adopted, such
legislation could hinder or prevent UVTV from marketing superstation
services such as WGN.
The Copyright Act and U.S. Copyright Office regulations generally
impose a significantly higher copyright fee on cable television systems
in certain markets for carrying more than two distant independent
television stations. This copyright fee structure limits the extent to
which cable television systems are able to carry superstations.
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<PAGE>
Satellite Home Viewer Act of 1988. The Satellite Home Viewer Act
of 1988 (the "SHVA") provides for a "home satellite dish compulsory
copyright license" for the retransmission of network and superstation
signals and programming to the home satellite dish market. Under the
terms of the SHVA, satellite carriers, such as UVTV, are responsible
for paying copyright fees to the U. S. Copyright Office which acts as a
federal copyright fee collection agency for the sale of superstation
signals to home satellite dish owners. On October 27, 1997, the
Librarian of Congress ("Librarian") finalized his decision to accept
the Copyright Arbitration Rate Panel's ("CARP") recommendation that
copyright fees for direct-to-home satellite carriage of superstations
and distant network television broadcast signals be raised to $0.27 per
subscriber, per month. The CARP also recommended that these increases
be retroactive to July 1, 1997; however, the Librarian ruled to effect
the change January 1, 1998. Superstation copyright fees previously
ranged from $0.14 to $0.175 per subscriber, per month while network
affiliate fees approximated $0.06 per subscriber, per month. Several
programming packagers of home satellite services, such as SNG, and
distributors of programming to C-band DTH programming packagers, such
as UVTV, have announced price increases to cover the increase in the
copyright fee. Accordingly, the Company anticipates that it may also
be able to pass the increases on to customers of both SNG and UVTV.
Effective January 1, 1998, SNG increased the rates charged to its
retail customers to cover the increased copyright, limiting its
exposure to the remaining subscription period for those customers who
purchased programming in advance for more than one month. In addition,
on that same date, UVTV increased the rates charged to its wholesale C-
band customers. Therefore, the copyright fee increases are not
expected to have a material adverse effect on the Company's financial
position or results of operations in the near term. However, the
increased overall cost of receiving a superstation resulting from the
increased copyright fees could impact purchasing decisions made by
program packagers and marketers of programs to the DTH industry. The
Satellite Home Viewer Act of 1994 extended the home satellite dish
compulsory license, which had been scheduled to expire on December 31,
1994, through the end of 1999. UVSG and others are actively involved
in legislative efforts to make the satellite license permanent, and
legislation to that effect has been introduced in Congress.
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SHVA prohibits the retransmission by a satellite carrier of a
television broadcast signal of a network television station to
households that receive a Grade B intensity over-the-air signal of a
television broadcast station affiliated with such network and to
households that receive (or within the past 90 days had received)
through a cable system the signal of a television station affiliated
with such network. While SNG is not a satellite carrier, certain
programming sold by SNG, such as Denver 6 and PrimeTime 24, is subject
to these rules. The broadcast networks and their affiliates have
commenced infringement actions against certain satellite carriers for
violation of the network service restrictions. Negotiations are
continuing between certain satellite carriers, the National Association
of Broadcasters, certain network-affiliated television stations and
their respective affiliate associations. As a result of these
negotiations, it is likely that the network service restrictions will
be more clearly defined through the adoption of a "red zone/green zone"
plan which could restrict SNG's ability to sell network television
station signals into certain markets.
1992 Cable Act. In October 1992, Congress enacted the 1992 Cable
Act, which provided a comprehensive regulatory framework for the
operation of cable television systems, including substantial rate
regulation for most cable television systems in the United States.
Pursuant to the 1992 Cable Act, the FCC adopted regulations with
respect to rates charged for certain cable television services and for
equipment to receive those services. Regulations and policies adopted
by the FCC under the 1992 Cable Act may impair UVSG's ability to offer
competitive rates and volume discounts on certain of its products and
services and may affect the rates charged by Superstar to home
satellite dish programming packagers.
Telecommunications Act of 1996. In February 1996, Congress
enacted the Telecommunications Act of 1996, which provides for
substantial deregulation of both the cable and telephone industries,
allowing each to compete with the other in local market areas.
Electric utilities also are authorized to enter the telecommunications
industries. While there are no provisions in the Telecommunications Act
of 1996 which materially affect the Company directly, it is intended to
create more competition and less regulation within the video services
marketplace. If this competition develops as intended, it, in turn,
could increase the number of homes capable of receiving video services
which would result in an increase in the potential market for the
Company's services. Since regulatory rulemaking is required before
actual changes begin in the marketplace, and since this rulemaking
process requires time to complete, the effects on the markets that the
Company serves have been minimal and are expected to be minimal in
1998. The Company cannot predict the ultimate impact of this
legislation or future legislative changes on the Company.
21
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Patents and Trademarks
The Company has two United States patents expiring in 2010 and
2012 concerning certain aspects of SpaceCom's transmission technology,
including FM Cubed. In addition, the Company owns two United States
patents expiring in 2014 which concern aspects of Prevue Network's
interactive program guide services, as well as 21 pending patent
applications applicable to its services. The Company cannot at this
time determine the significance of these patents, or future patents, if
issued, to its business. The Company also holds a United States patent
relating to certain electronic circuit card connector technology, which
expires in 2012, and one-way, point-to-multipoint facsimile
transmission by satellite, which expires in 2009. The Company is not
currently pursuing development of the facsimile transmission
technology.
Some of the businesses in which the Company is engaged are highly
patent-intensive. Many of the Company's competitors have obtained, and
may be expected to obtain in the future, patents that may directly or
indirectly affect the products or services offered or under development
by the Company. The Company is currently engaged in the development of
a variety of more advanced interactive television program guide
services, including a high-end service that would allow, among other
things, a subscriber to advance from the guide screen to a desired
program selection and would offer certain VCR programming capabilities.
There can be no assurance that any such services developed by the
Company would not be found to infringe patents that are currently held
or may be issued to others. The Company is currently engaged in
litigation with StarSight relating to certain patents held by StarSight
covering certain functions performed by interactive program guide
services. In January 1998, the Company and Gemstar announced the
formation of a joint venture, which transaction includes the settlement
of the Company's litigation with StarSight. The litigation has not yet
been dismissed pending the closure of the transaction with Gemstar. If
the transaction were not to close and the Company is not successful in
its litigation with StarSight, the Company may be required to obtain a
license to develop and market one or more of its services, to cease
developing or marketing such services or to redesign such services.
See "Part I, Item 3--Legal Proceedings".
The Company holds U.S. and foreign registrations for numerous
trademarks and service marks, including the word marks Prevue, Prevue
Express, Superstar and FM Cubed. The Company also holds registrations
for a variety of design marks.
Employees
As of December 31, 1997, UVSG had approximately 1,500 employees,
including approximately 330 employees of SSDS. None of the Company's
employees are subject to collective bargaining agreements. The Company
believes that its relations with its employees are good.
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ITEM 2. PROPERTIES
The Company owns the Chicago International Teleport (the
"Teleport"), a 15-acre satellite traffic and uplink facility located
approximately 20 miles south of Chicago. The Teleport operates seven
transmit/receive antennas and has the capacity to add many more. These
antennas are used to transmit or receive video, audio and data to and
from various satellites for UVSG and its customers. The Teleport also
has 28 receive-only antennas. The Company also operates an uplink in
Tulsa for its Prevue Channel which allows real-time promotional inserts
into the video portion of its service. In addition, the Company leases
uplink station facilities in other cities as needed. Information is
generally delivered to the uplink transmit station via satellite,
dedicated telephone or fiber optic lines and is usually scrambled at
the uplink transmit site to avoid unauthorized receipt.
The Company leases a total of ten transponders on several
different satellites owned and operated by various satellite companies.
Lease payments for a single transponder range from $33,000 to $200,000
per month, depending upon the location of the satellite, the
satellite's footprint, the date of the lease and the power of the
satellite. Certain of the transponder leases are for fixed terms while
others have terms through the operational life of the respective
satellite. The transponder leases are expected to expire between 2000
and 2005. The Company has contracted for backup transponder space for
two of its primary transponders, should they fail. These primary
transponders, and four others, are also contractually protected from
pre-emption. The remainder of the Company's transponder space is
subject to pre-emption, although no pre-emption has occurred to date.
The Company believes there is a reasonably sufficient quantity of
appropriate transponder space available to satisfy its needs for the
foreseeable future.
The Company leases approximately 220,000 square feet of office
space in Tulsa, Oklahoma for its headquarters under long-term leases
expiring in 1999 and 2003 for approximately 1,100 employees providing
services to Prevue Networks, including Sneak Prevue LLC, Prevue
Interactive, Superstar, including SNG, UVTV and SpaceCom. Prevue
Networks' uplink facility is also at the Tulsa location.
SSDS owns a 30,000 square foot facility in Englewood, Colorado
that serves as the principal headquarters for administration, sales and
marketing, business development and service technology. The facility
is currently two-thirds occupied, leaving room for future expansion.
SSDS also leases offices in 12 cities throughout the United States with
leases ranging from a month-to-month basis to terms of up to seven
years.
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ITEM 3. LEGAL PROCEEDINGS
On October 8, 1993, the Company received correspondence from
attorneys representing StarSight, now a wholly owned subsidiary of
Gemstar, bringing to the Company's attention the existence of three
patents and various patent applications containing claims relating to
certain functions performed by interactive television program
scheduling services, alleging that the Company is or may be infringing
StarSight issued patents, including U.S. Patent No. 4,706,121 and then-
pending Reexamination Certificate B1 4,706,121 (collectively, the "121
Patent"), and claims of its pending patent applications, and
threatening the Company with enforcement litigation. On October 19,
1993, the Company filed an action in the U.S. District Court for the
Northern District of Oklahoma seeking a Declaratory Judgment to the
effect that the services offered by the Company do not infringe the
three United States patents issued to StarSight, including the 121
Patent. On October 22, 1993, StarSight filed a separate action in the
United States District Court for the Northern District of California,
alleging that certain of the Company's interactive services infringe
the 121 Patent. This action was dismissed by StarSight on May 25,
1994. On July 16, 1994, the Company filed an Amended Complaint seeking
Declaratory Judgment that it did not infringe the three StarSight
patents listed in the original complaint as well as five other patents
licensed to StarSight. On July 19, 1994, StarSight refiled its
infringement claim against the Company as a counter-claim to the
Company's Amended Complaint. On February 15, 1995, the Company filed an
Amended and Supplemental Complaint which averred that the 121 Patent is
invalid and not infringed, that the 121 Patent is unenforceable because
of StarSight's inequitable conduct in obtaining the patent and its
misuse of the patent, and that StarSight violated the antitrust laws.
The Company also sought a Declaratory Judgment that the five other
patents licensed to StarSight are not infringed by the Company. In
December 1995, StarSight moved to amend its complaint to assert
infringement of two additional patents. The Court subsequently granted
StarSight's motion, but stayed all proceedings as to those two patents.
The trial commenced on May 8, 1996 with respect to the validity,
infringement and inequitable conduct issues relative to the 121 Patent.
The trial is currently in adjournment. Discovery and trial of all
other issues has been stayed. On December 13, 1996, the Court held a
status conference at which time the parties reported that settlement
had not been reached. In January 1998, the Company and Gemstar
announced the formation of a joint venture, which transaction includes
the settlement of the Company's litigation with StarSight. The
litigation has not yet been dismissed pending the closure of the
transaction with Gemstar. Were that transaction not to close, there
can be no assurance that this litigation will be resolved without
material adverse effect on the business prospects of the Company's
Prevue Interactive subsidiary and the future financial position or
results of operations of the Company.
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The State of Illinois (the "State") has asserted that certain
uplinking services performed by the Company at its Chicago teleport are
subject to the State's Telecommunications Excise Tax Act. The State
contends that the Company should have collected approximately $1.5
million in excise taxes from its customers during the period August
1985 through June 1994 and remitted such receipts to the State. In
addition to that amount, Illinois has assessed penalties and interest
of approximately $900,000. The Company, after consulting with outside
counsel, strongly disagrees with the State's position. No provision
has been made in the Company's financial statements for this
contingency, nor has the Company collected from its customers and
remitted their tax (which would aggregate approximately $300,000
annually) for periods subsequent to June 1994. However, pursuant to
the State's Protest Money Act which stops further accrual of interest
during the appeals process, the Company has paid into the Illinois
Court $2.4 million, which represents the amount of the State's claim
applicable to the period August 1985 through June 1994. Also pursuant
to the State's Protest Money Act, the Company filed a Verified
Complaint for Injunctive and Other Relief in the Cook County Chancery
Court on February 28, 1995, and an Amended Verified Complaint on
October 6, 1995. The Company filed a motion for summary judgment on
August 29, 1996, asking the Court for summary disposition of the case.
Pursuant to this motion, the Company received a partial refund of
$123,000 on February 10, 1997. The remaining issues raised by the
motion are still pending. If the Company's motion is not granted, it is
anticipated that a trial date may be scheduled. While the Company
believes that this matter will not have a material adverse effect on
its business, financial position or results of operations, the ultimate
resolution, which may occur within one year, could result in a loss of
up to $3.8 million.
On June 2, 1997, a lawsuit was filed in the federal district court
for the district of Connecticut against the Company by one of its mass
marketers who claims, among other matters, additional amounts owed in
connection with its past and current business relationship with the
Company. Discussions to resolve these matters are on going. On June
11, 1997, the court denied the marketer's motion for a temporary
restraining order, and on October 10, 1997, denied the marketer's
motion for a preliminary injunction. The marketer has appealed the
latter ruling to the United States Court of Appeals for the Second
Circuit, and that appeal is currently pending. The Company has
evaluated these claims and believes them to be without merit. The
Company believes that this matter will not have a material adverse
effect on its financial position or results of operations.
The Company is also a party to certain other claims, actions and
proceedings incidental to its business, none of which is expected to
have a material adverse effect on the business, financial position or
results of operations of the Company.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter of 1997.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table identifies executive officers of the Company
and sets forth their respective ages and positions with the Company.
Gary S. Howard . . . . . 47 Chairman of the Board of
Directors and Chief Executive
Officer
Peter C. Boylan III . . . 34 President, Chief Operating
Officer and Director
Charles B. Ammann . . . . . 43 Senior Vice President and
General Counsel
Craig M. Waggy . . . . . . 39 Senior Vice President and
Chief Financial Officer
Toby DeWeese . . . . . . . 37 Vice President Corporate
Development
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Set forth below is a description of the backgrounds of the
executive officers of the Company:
Gary S. Howard joined the Company in June 1997 as Chairman of the
Board of Directors and Chief Executive Officer. Mr. Howard was named
President and Chief Executive Officer of TCI Ventures Group, LLC, a
subsidiary of TCI, in December 1997 and has served as President and
Chief Executive Officer of TCI Satellite Entertainment, Inc. since
December 1996. Mr. Howard served as President of the Company from June
1997 to August 1997, Senior Vice President in charge of Mergers and
Acquisitions of TCI Communications, Inc. ("TCIC") from October 1994 to
December 1996 and as Vice President of TCIC from December 1991 through
October 1994.
Peter C. Boylan III joined the Company in October 1994 as
Executive Vice President and Chief Financial Officer. He was elected a
Director in July 1995, Chief Operating Officer in December 1996 and
President in August 1997. Beginning in 1992, Mr. Boylan served with
Hallmark Cards, Inc. in its Corporate Development and Strategy Group,
focusing primarily on the communications and entertainment industries.
Charles B. Ammann joined the Company in January 1996 as Senior
Vice President and General Counsel. Mr. Ammann is responsible for the
Company's legal, human resources, risk management, facilities and
legislative affairs. From 1990 until he joined the Company, Mr. Ammann
served as Vice President of Administration and General Counsel for
Flint Industries, Inc., a privately-held company engaged in general
contracting of commercial and industrial construction, oil and gas
pipeline construction, oilfield services and construction management
services.
Craig M. Waggy joined the Company in 1995 as Vice President of
Finance and Treasurer and in 1997 was promoted to Senior Vice President
and Chief Financial Officer. Mr. Waggy is responsible for the
Company's accounting, finance and information technology functions.
Prior to joining the Company, he was a Senior Manager with Ernst &
Young LLP.
Toby DeWeese joined the Company in September 1997 as Vice
President of Corporate Development. From 1990 until he joined the
Company, Mr. DeWeese held several positions at TCI, including Director
of Primestar Development from November 1991 to March 1993, Vice
President of Sales and Distribution for Primestar by TCI from April
1993 to October 1995, Vice President of Business Development and
Technology for Netlink from November 1995 to May 1997 and Vice
President of Operations for the National Digital Television Center from
May 1997 to September 1997.
27
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Market Information
The Company's Class A Common Stock is traded on the Nasdaq
National Market tier of The Nasdaq Stock Market under the symbol UVSGA.
High and low sales prices of the Company's Class A Common Stock,
as reported on the Nasdaq National Market, are as follows:
Market Price (1)
-------------------------------------
1997 1996
Quarter ended High Low High Low
------------- ---- --- ---- ---
March 31 $20.25 $13.50 $23.50 $12.13
June 30 $21.00 $14.00 $24.50 $17.38
September 30 $28.75 $19.75 $23.00 $17.25
December 31 $31.50 $24.25 $21.00 $12.75
(1) Adjusted for two-for-one stock split effected in the form of a
stock dividend to stockholders of record on February 22, 1996.
See Note 11 of Notes to Consolidated Financial Statements.
Holders
At March 4, 1998, the Company had 119 holders of record of its
Class A Common Stock (representing approximately 4,200 beneficial
stockholders) and one holder of record of its Class B Common Stock.
Dividends
No cash dividends were declared or paid during 1997 or 1996.
The Company currently intends to retain all earnings for the
continued development and growth of its business and has no plans to
pay cash dividends in the future. Any future change in the Company's
dividend policy will be made at the discretion of the Company's Board
of Directors in light of conditions then existing, including the
Company's earnings, financial condition, capital requirements, business
conditions and other factors that the Board of Directors deems
relevant. The Board of Directors has authorized the Company to
repurchase from time to time up to an aggregate of 1,000,000 shares of
the Company's Class A Common Stock.
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ITEM 6. SELECTED FINANCIAL DATA
SELECTED CONSOLIDATED FINANCIAL DATA
(In thousands, except per share data)
The following selected consolidated financial data for each of the
five years in the period ended December 31, 1997 are derived from
audited consolidated financial statements of the Company. The data set
forth in this table should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of
Operations," the Consolidated Financial Statements and the Notes
thereto and other financial information included herein.
Year Ended December 31,
1997 1996(1) 1995 1994 1993
---- ------ ---- ---- ----
Income Statement Data:
Revenues $507,598 $437,168 $262,919 $196,679 $114,384
Operating expenses 422,254 381,948 224,503 170,315 104,149
-------- -------- -------- -------- --------
Operating income 85,344 55,220 38,416 26,364 10,235
Other income (expense),
net 4,090 1,684 (484) (72) (1,894)
-------- -------- -------- -------- --------
Income from continuing
operations before
income taxes and
minority interest 89,434 56,904 37,932 26,292 8,341
Provision for income
taxes(2) (25,892) (17,122) (14,483) (9,985) (1,082)
Minority interest in
earnings (17,782) (9,698) (277) -- --
-------- -------- -------- -------- --------
Income from continuing
operations(2) $ 45,760 $ 30,084 $ 23,172 $ 16,307 $ 7,259
======== ======== ======== ======== ========
Earnings per share
(2)(3):
Basic $ 1.25 $ 0.84 $ 0.65 $ 0.46
Diluted 1.24 0.82 0.64 0.46
Cash dividends declared
per common share (4) $ -- $ -- $ -- $ -- $ --
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December 31,
----------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Balance Sheet Data:
Current assets $210,662 $159,837 $ 97,581 $ 83,738 $ 63,320
Total assets 294,452 250,104 185,880 147,048 119,136
Current liabilities 158,502 159,179 85,464 74,410 60,852
Long-term obligations 20,815 22,935 28,261 29,510 31,276
Total stockholders'
equity 111,994 64,160 69,093 43,128 27,008
(1) Effective April 1, 1996, the Company's consolidated operating
results include the operating results of SNG, a joint venture
formed to combine the retail C-band DTH satellite businesses of
the Company's Superstar division and Liberty's Netlink division.
Prior to the formation of SNG, Superstar's retail C-band DTH
satellite business operated as a division of the Company. See
Note 3 of Notes to Consolidated Financial Statements.
(2) The Company closed an initial public offering of Class A Common
Stock on November 26, 1993. Immediately prior to the closing, the
Company completed a series of transactions pursuant to which
certain affiliated corporations were merged or otherwise became
wholly owned subsidiaries of UVSG (the "Reorganization"). Prior
to that date, UVSG and certain of these affiliated corporations
operated under Subchapter S of the Internal Revenue Code and
comparable provisions of applicable state income tax laws. Had
UVSG and each of the entities that became wholly owned
subsidiaries of UVSG been subject to federal and state income
taxes during the entire year ended December 31, 1993, the
provision for federal and state income taxes and income from
continuing operations, both on a pro forma basis, would have been
$3,170,000 and $5,171,000, respectively, resulting in earnings per
share of $0.16 basic and $0.16 diluted.
(3) Earnings per share have been restated for all periods presented to
reflect the adoption of Statement of Financial Accounting
Standards No. 128, "Earnings Per Share". See Note 2 of Notes to
Consolidated Financial Statements.
(4) The Company has not declared any dividends subsequent to the
Reorganization. Prior to the Reorganization, UVSG and certain
existing S corporations made cash distributions to their
stockholders to fund such stockholders' federal and state income
tax liabilities attributable to their earnings and capital
contributions to certain of the other existing S corporations and
for other matters.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General
The Company operates five businesses: program promotion and guide
services (Prevue Networks), home satellite and business services
(Superstar), satellite distribution of video services (UVTV), software
development and systems integration services (SSDS) and satellite
transmission services for private networks (SpaceCom).
The following table sets forth certain financial information for
the Company and each of the businesses operated by it during the years
ended December 31, 1997, 1996 and 1995.
Year Ended December 31,
1997 1996 1995
------------- ------------- -------------
Amount % Amount % Amount %
------ ---- ------ ---- ------ ----
(In thousands)
Revenues:
Prevue
Networks (1) $ 62,956 12% $ 49,636 11% $ 39,701 15%
Superstar (2)(3) 350,490 69 301,640 69 156,406 59
UVTV (3) 40,931 8 38,188 9 39,513 15
SSDS (4) 42,134 8 36,161 8 17,978 7
SpaceCom 17,682 4 15,636 4 12,362 5
Other/Eliminations (6,595) (1) (4,093) (1) (3,041) (1)
-------- --- -------- --- -------- ---
Total $507,598 100% $437,168 100% $262,919 100%
======== === ======== === ======== ===
EBITDA (5):
Prevue
Networks (1) $ 22,408 21% $ 15,960 22% $ 10,707 21%
Superstar (2)(3) 49,281 47 32,525 45 14,418 29
UVTV (3) 27,808 27 23,461 33 22,806 45
SSDS (4) 718 1 (3,198) (4) 1,757 4
SpaceCom (6) 4,950 5 3,253 4 497 1
Other/Eliminations (1,170) (1) (458) -- -- --
-------- --- -------- --- ------- ---
Total $103,995 100% $ 71,543 100% $ 50,185 100%
======== === ======== === ======== ===
Operating income(loss):
Prevue
Networks (1) $ 13,889 16% $ 8,410 15% $ 5,099 13%
Superstar (2)(3) 46,073 54 30,328 55 12,944 34
UVTV (3) 25,419 30 20,995 38 20,309 53
SSDS (4) (2,376) (3) (5,894) (10) 692 2
SpaceCom (6) 3,509 4 1,839 3 (628) (2)
Other/Eliminations (1,170) (1) (458) (1) -- --
-------- --- -------- --- -------- ---
Total $ 85,344 100% $ 55,220 100% $ 38,416 100%
======== === ======== === ======== ===
Consolidated
depreciation and
amortization $ 18,651 $ 16,323 $ 11,769
Consolidated capital
expenditures 10,238 14,427 12,101
Net cash provided by
operating activities 77,986 51,111 33,534
31
<PAGE>
(1) The revenues, EBITDA and operating income for Prevue Networks
include Prevue Channel, Sneak Prevue and other services offered
both domestically and internationally.
(2) The amounts shown in the above tables for Superstar represent
Superstar's revenues, EBITDA and operating income included in the
Company's consolidated results of operations. Beginning April 1,
1996, these operating results include the combined retail
operations of Superstar and those of Liberty's Netlink division.
(3) Effective January 1, 1997, the Company began reporting the
operating results of Superstar's Wholesale division, which
distributes WGN and other programming to multi-channel video
programming distributors, with those of UVTV as they are in the
same line of business. The operating results in the above tables
for 1996 and 1995 have been restated to conform to the current
period presentation. Additionally, effective January 1, 1997, the
Company increased the price at which the Superstar Wholesale
division (now UVTV) charges SNG for certain programming, primarily
WGN. Had these rates not been in effect during 1997, UVTV's
revenue, EBITDA and operating income would have been approximately
$2.3 million lower and Superstar's EBITDA and operating income
would have been approximately $2.3 million higher.
(4) The amounts shown in the above tables for SSDS represent SSDS's
revenues, EBITDA and operating income included in the Company's
consolidated results of operations. The Company increased its
ownership interest in SSDS to 70% on July 20, 1995. Prior to that
date, the Company accounted for its investment in SSDS under the
cost method. Operating results of SSDS for each of the three years
in the period ended December 31, 1997, are discussed in Results of
Operations.
(5) EBITDA represents operating income, plus depreciation and
amortization. Financial analysts generally consider EBITDA to be
an appropriate measure of performance in the industries in which
the Company operates. EBITDA does not take into account
substantial costs of doing business, such as depreciation and
amortization, income taxes and interest expense, and should not be
considered as an alternative to net income or to cash flow or to
any other generally accepted accounting principles measure of
performance, liquidity or financial position.
(6) Amounts include operating costs and expenses of $924,000 incurred
during 1995 for SpaceCom's subsidiary, DirectCom Networks, Inc.
("DirectCom"). DirectCom's operations were terminated during the
fourth quarter of 1995.
32
<PAGE>
Results of Operations
Consolidated
Revenues for 1997 were $507.6 million, compared to $437.2 million
in 1996 and $262.9 million in 1995. Revenues were up $70.4 million, or
16%, in 1997, compared to 1996, primarily due to $39.5 million of
additional revenues attributable to the retail operations of Liberty
Media Corporation's Netlink division ("Netlink") which were combined
with those of Superstar's retail operations effective April 1, 1996;
increased advertising and service fee revenues by Prevue Networks;
revenues from system integration services of SSDS; and growth in retail
revenue by Superstar. Revenues were up $174.3 million, or 66%, in 1996,
compared with 1995, primarily due to $121.0 million of additional
revenues attributable to the retail operations of Netlink; revenues
from system integration services of SSDS, which was acquired in 1995;
growth in the number of satellite programming packages sold and
commission revenues from acting as a service agent in the DBS market by
Superstar; and increased advertising revenues by Prevue Networks.
Operating expenses were $422.3 million for the year ended December
31, 1997, compared to $381.9 million in 1996 and $224.5 million in
1995. Operating expenses increased $40.4 million, or 11%, in 1997 over
those in 1996 primarily due to $35.9 million of additional expenses
attributable to Netlink and increased personnel costs resulting from
the growth in Prevue Networks. Operating expenses increased $157.4
million, or 70%, in 1996, compared with 1995, primarily due to $109.8
million of additional expenses attributable to Netlink, operating
expenses of SSDS (which were not consolidated in the prior year) and
increased personnel costs resulting from the growth in Prevue Networks
and Superstar. In addition, operating expenses for the year ended
December 31, 1996 included approximately $3.1 million of expenses
associated with severance costs.
Interest income was $5.9 million in 1997, compared to $3.4 million
in both 1996 and 1995. The increase in interest income in 1997 was
primarily attributable to higher cash balances compared to 1996.
Interest income in 1996 remained unchanged from that in 1995 as the
positive impacts of higher cash balances were offset by lower interest
rates.
Other expenses for 1997 totaled $71,000, compared to $244,000 in
1996 and $1.9 million in 1995. Included in other expenses during 1995
were $1.7 million of nonrecurring expenses associated with the merger
between the Company and TCI.
The Company's effective tax rate, computed as the provision for
income taxes divided by income before income taxes and minority
interest, less that portion of minority interest in earnings
attributable to entities not subject to income taxes, was 36% in 1997,
relatively unchanged from 37% in 1996 and 38% in 1995.
Minority interest in earnings for the year ended December 31, 1997
was $17.8 million compared to $9.7 million in 1996 and $277,000 in
1995. Minority interest represents that portion of earnings
attributable to the 50% minority ownership in SNG, the 30% minority
ownership in SSDS and the 28% minority ownership in Sneak Prevue LLC.
SNG and Sneak Prevue LLC were formed during 1996. The Company's 70%
interest in SSDS was acquired in July 1995. The increase in minority
interest in earnings of $8.1 million, or 84%, from 1996 to 1997 and
$9.4 million from 1995 to 1996 was primarily attributable to Netlink's
inclusion in the consolidated operating results of the Company for
twelve months in 1997 and nine months in 1996, coupled with increased
earnings of SNG.
33
<PAGE>
Prevue Networks
The following table sets forth certain financial information for
Prevue Networks for the years ended December 31, 1997, 1996 and 1995:
Year ended December 31,
1997 Change 1996 Change 1995
---- ------ ---- ------ ----
(In thousands)
Revenues $62,956 27% $49,636 25% $39,701
Operating expenses,
before depreciation
and amortization 40,548 20% 33,676 16% 28,994
------- ------- -------
EBITDA 22,408 40% 15,960 49% 10,707
Depreciation and
amortization 8,519 13% 7,550 35% 5,608
------- ------- -------
Operating income $13,889 65% $ 8,410 65% $ 5,099
======= ======= =======
EBITDA margin
percentage 36% 32% 27%
Operating margin
percentage 22% 17% 13%
Prevue Networks' revenues for 1997 were $63.0 million, compared to
$49.6 million in 1996 and $39.7 million in 1995. The increase in
revenues in 1997 of $13.4 million, or 27%, over those in 1996 was
principally attributable to national advertising revenues, which grew
$8.0 million, or 35%, due to higher rates and expanded air time. In
addition, domestic service fee revenues attributable to Prevue Channel
and Sneak Prevue increased $3.0 million, or 18%, and $1.8 million, or
26%, respectively, in 1997 compared to 1996. Domestically, Prevue
Channel subscriber counts increased by 3.4 million, or 8%, to 47.5
million during 1997 and subscribers receiving Sneak Prevue increased by
1.2 million, or 3%, to 35.4 million. The increase in Sneak Prevue
revenue resulted primarily from the formation of Sneak Prevue LLC, a
new consolidated subsidiary of the Company into which were combined
Sneak Prevue and The Barker, a similar product to Sneak Prevue which
was previously offered by Starnet, in September 1996. The increase in
revenues in 1996 of $9.9 million, or 25%, over those in 1995 was due to
increased national advertising revenues resulting from higher rates and
growth in measured viewership combined with increases in domestic
service fee revenues. Advertising revenues increased by $5.9 million,
or 35%, in 1996 over those in 1995. Domestic service fee revenues
attributable to Prevue Channel and Sneak Prevue increased by $2.7
million, or 19%, and $900,000, or 15%, respectively, in 1996 compared
to 1995. Prevue Channel subscriber counts increased by 4.5 million, or
12%, during 1996 and subscribers receiving Sneak Prevue increased
during 1996 by 7.8 million, or 30%, primarily due to the formation of
Sneak Prevue LLC.
34
<PAGE>
Operating expenses, excluding depreciation and amortization, were
$40.5 million in 1997, compared to $33.7 million and $29.0 million in
1996 and 1995, respectively. The increase in operating expenses,
before depreciation and amortization, of $6.8 million, or 20%, in 1997
was due to the addition of new personnel required to support increased
sales volumes and data collection, the roll-out of Prevue Interactive
to over 600 locations and costs associated with Prevue Channel's new
format. The increase in operating expenses, before depreciation and
amortization, of $4.7 million, or 16%, in 1996 as compared to the
previous year was due to the addition of new personnel required to
support increased sales volumes, increased interactive product
development costs and severance costs associated with former executives
partially offset by a reduction in StarSight litigation costs which
were approximately $1.3 million in 1996 compared to $2.3 million in
1995 (See Note 13 of Notes to Consolidated Financial Statements).
Depreciation and amortization in 1997 was $8.5 million, an
increase of $969,000, or 13%, over that in 1996. Depreciation and
amortization in 1996 increased $1.9 million, or 35%, over that in 1995.
The increase in depreciation and amortization in both 1997 and 1996
over the prior years' was a result of the acquisition of additional
assets, including customer control units necessary to support the
various Prevue products, assets to support additional personnel and the
assets acquired in the Sneak Prevue LLC joint venture.
On January 21, 1998, the Company announced plans to combine Prevue
Networks' interactive business with that of Gemstar in a newly formed
entity, Interactive Prevue Guide ("IPG"), which will be jointly
controlled by UVSG and Gemstar. The initial scope of IPG's operations
will be to offer interactive program guides and related data and
advertising to multi-channel video programming distributors, along with
a collection of intellectual property and technology to be licensed to
service providers by the Company, Gemstar and TCI Ventures Group. TCI
Ventures Group, one of the TCI entities which owns the Company's common
stock, is the owner of certain intellectual property rights that IPG
requires to operate its interactive program guide. To date, Prevue has
not generated any significant revenues from its interactive products as
the cable television industry has not yet invested in and deployed a
significant number of set-top boxes capable of supporting an
interactive program guide. The Company believes that IPG has the
potential to yield significant revenues in the future. However, at
this time, the development and deployment of hardware required to
support IPG's interactive technology, the impact of competition and the
impact of intellectual property rights potentially held by others that
IPG could need to implement its interactive technology cannot be
predicted.
35
<PAGE>
Superstar
The following table sets forth certain financial information for
Superstar for the years ended December 31, 1997, 1996 and 1995:
Year ended December 31,
1997(1)(2) Change 1996(1) Change 1995(1)
--------- ------ ------ ------ ------
(In thousands)
Revenues $350,490 16% $301,640 93% $156,406
Operating expenses,
before depreciation
and amortization 301,209 12% 269,115 90% 141,988
-------- -------- --------
EBITDA 49,281 52% 32,525 126% 14,418
Depreciation and
amortization 3,208 46% 2,197 49% 1,474
-------- -------- --------
Operating income $ 46,073 52% $ 30,328 134% $ 12,944
======== ======== ========
EBITDA margin
percentage 14% 11% 9%
Operating margin
percentage 13% 10% 8%
(1) Effective January 1, 1997, the Company began reporting the
operating results of Superstar's Wholesale division, which
distributes WGN and other programming to multi-channel video
programming distributors, with those of UVTV as they are in
the same line of business. The operating results in the
above table for 1996 and 1995 have been restated to conform
to the current period presentation.
(2) Additionally, effective January 1, 1997, the Company
increased the price at which the Superstar Wholesale division
(now UVTV) charges SNG for certain programming, primarily
WGN. Had these rates not been in effect during 1997,
Superstar's EBITDA and operating income would have been
approximately $2.3 million higher.
36
<PAGE>
Revenues generated by Superstar during 1997 were $350.5 million,
compared to $301.6 million in 1996 and $156.4 million in 1995. The
increase in revenues in 1997 of $48.9 million, or 16%, over those in
1996 was largely due to $39.5 million of additional revenues
attributable to the retail operations of Netlink, which were combined
with those of Superstar's retail operations into a new consolidated
subsidiary, SNG, effective April 1, 1996, as well as growth in
commission income earned as a service agent for program suppliers in
the DBS market and growth in retail revenue earned by SNG. Commission
revenues, from acting as a service agent in the DBS market, increased
by approximately $2.0 million in 1997 over those in 1996. The
contracts governing the commissions earned as a service agent in the
DBS market expired in 1997; however, Superstar will continue to earn a
declining level of commissions, generally through July 2000, on
subscribers previously interfaced through Superstar. Average revenue
per retail subscriber increased during 1997 compared to 1996, the
impact of which was partially offset by a reduction in subscribers of
approximately 69,000, or 7%, to 892,000. The industry decreased 7% to
2.1 million subscribers during the same period. The increase in
revenues in 1996 of $145.2 million, or 93%, over those in 1995 was
primarily due to $121.0 million of additional revenues attributable to
the retail operations of Netlink, as well as growth in commission
income earned as a service agent for program suppliers in the DBS
market. Retail subscribers purchasing programming directly from SNG
increased during 1996 by approximately 34,000, or 4%, to 961,000 while
the industry decreased 4% to 2.3 million subscribers during the same
period. The increase in subscribers was attributable to the purchase
of Jones Satellite on August 1, 1996, which resulted in the addition of
approximately 36,000 subscribers.
Operating expenses, excluding depreciation and amortization, were
$301.2 million in 1997, compared to $269.1 million and $142.0 million
in 1996 and 1995, respectively. The increase in operating expenses,
before depreciation and amortization, of $32.1 million, or 12%, in 1997
as compared to the previous year was due primarily to the addition of
Netlink's retail business, which contributed $35.9 million of the
operating expense increase, partially offset by a $3.8 million
reduction in operating expenses due to greater operating efficiencies
as a result of the synergies realized in SNG and a reduction in
commission expenses as a result of the termination of Superstar's
service agent agreements with two program suppliers in the DBS market.
The increase in operating expenses, excluding depreciation and
amortization, of $127.1 million, or 90%, in 1996 as compared to the
previous year was due to the addition of Netlink's retail business,
which contributed $109.8 million of the operating expense increase,
coupled with increased programming fees, which vary in relation to
revenues, and selling, general and administrative costs necessary to
acquire and service the customer base.
Depreciation and amortization was $3.2 million in 1997, compared
to $2.2 million and $1.5 million in 1996 and 1995, respectively. The
increase in depreciation and amortization of $1.0 million, or 46%, and
$723,000, or 49%, respectively, in both 1997 and 1996 was primarily the
result of additional data processing equipment and office furniture
purchases necessitated by the increase in subscribers and employees,
respectively, as well as the amortization related to the purchase of
Jones Satellite in 1996.
Effective February 1, 1998, Turner Vision contributed its retail C-
band home satellite dish business' assets, obligations and operations
to SNG in return for an approximate 20% interest in SNG, reducing both
the Company's and Liberty's interest in SNG to approximately 40% each.
On February 17, 1998, the Company announced plans to acquire Liberty's
approximate 40% interest in SNG as part of a transaction subject to,
among other things, stockholder approval. The transaction, which also
includes Liberty's business that distributes to cable television
systems and other multi-channel video distributors four network
affiliates, one public broadcast station and one independent television
station, collectively known as Denver 6, and certain other programming
interests will be effected on a tax-free basis by UVSG issuing
6,375,000 shares of Class A Common Stock.
37
<PAGE>
UVTV
The following table sets forth certain financial information for
UVTV for the years ended December 31, 1997, 1996 and 1995:
Year ended December 31,
1997(1)(2) Change 1996(1) Change 1995(1)
--------- ------ ------ ------ ------
(In thousands)
Revenues $40,931 7 % $38,188 (3)% $39,513
Operating expenses,
before depreciation
and amortization 13,123 (11)% 14,727 (12)% 16,707
------- ------- -------
EBITDA 27,808 19 % 23,461 3 % 22,806
Depreciation and
amortization 2,389 (3)% 2,466 (1)% 2,497
------- ------- -------
Operating income $25,419 21% $20,995 3 % $20,309
======= ======= =======
EBITDA margin
percentage 68% 61% 58%
Operating margin
percentage 62% 55% 51%
(1) Effective January 1, 1997, the Company began reporting the
operating results of Superstar's Wholesale division, which
distributes WGN and other programming to multi-channel video
programming distributors, with those of UVTV as they are in
the same line of business. The operating results in the
above table for 1996 and 1995 have been restated to conform
to the current period presentation.
(2) Additionally, effective January 1, 1997, the Company
increased the price at which the Superstar Wholesale division
(now UVTV) charges SNG for certain programming, primarily
WGN. Had these rates not been in effect during 1997, UVTV's
revenue, EBITDA and operating income would have been
approximately $2.3 million lower.
UVTV's revenues for 1997 were $40.9 million, compared to $38.2
million in 1996 and $39.5 million in 1995. The increase in revenues in
1997 of $2.7 million, or 7%, from those in 1996 was largely
attributable to the wholesale price increase described above, coupled
with an increase in subscribers for UVTV's services. UVTV/WGN,
UVTV/WPIX and UVTV/KTLA subscriber counts increased by 1.2 million, or
3%, 667,000, or 23%, and 747,000, or 34%, respectively, during 1997.
The increase in UVTV/WGN subscribers during 1997 is net of the
approximate 4.5 million reduction in subscribers that resulted on
January 1, 1997 when TCI discontinued UVTV/WGN from certain of its
fully owned systems then carrying the superstation. The decrease in
1996 revenues of $1.3 million, or 3%, from those in 1995 was primarily
due to $2.0 million in revenue generated from a one-time pay-per-view
event in 1995 offset by revenues from programming services increasing
$700,000, or 2%, over those in 1995. UVTV/WGN, UVTV/WPIX and UVTV/KTLA
subscriber counts increased 1.5 million, or 4%, 110,000, or 4%, and
71,000, or 3%, respectively, during 1996. The positive impact on
revenues from increased subscribers in both 1997 and 1996 was partially
offset by the consolidation of multiple system operators, which
negatively impacted the pricing of UVTV's services to certain cable
systems, a trend which may continue in future years.
Operating expenses, excluding depreciation and amortization, were
$13.1 million in 1997, compared to $14.7 million and $16.7 million in
1996 and 1995, respectively. The decrease in operating expenses,
excluding depreciation and amortization of $1.6 million, or 11%, from
1996 to 1997 was due primarily to decreased compensation related to
decreased headcount. Excluding $1.9 million of expenses related to the
1995 one time pay-per-view event discussed above, operating expenses,
before depreciation and amortization, remained relatively unchanged
from 1995 to 1996.
Depreciation and amortization in 1997 was $2.4 million, relatively
unchanged from 1996 and 1995 levels.
38
<PAGE>
SSDS
The results of operations of SSDS have been consolidated with the
results of operations of the Company for reporting purposes subsequent
to July 20, 1995, the date the Company increased its ownership interest
in SSDS to 70%. The following discussion is based on the financial
statements of SSDS, both prior to and subsequent to its July 20, 1995
acquisition date, and does not include the amortization of goodwill
resulting from the acquisition, which amounted to approximately $2.0
million in each of the years ended December 31, 1997 and 1996, and
approximately $840,000 for the period from July 20, 1995 through
December 31, 1995.
SSDS's revenues for 1997 were $42.1 million, compared to $36.2
million in both 1996 and 1995. The increase in revenues of $5.9
million, or 16%, in 1997 compared to 1996 was primarily attributable to
the commercial and public sector business, which experienced a
combined increase of 45%, offset by the defense business realizing a
decrease of 8% from the prior year. The increase in the commercial
sector, which comprised the majority of the increase, is a result of
SSDS's efforts to focus on higher margin business opportunities.
During 1996, the public sector revenues remained relatively flat, while
the commercial business experienced a 4% increase which was offset by
the defense business realizing a 4% decrease compared to 1995.
Operating expenses, before depreciation and amortization,
increased in 1997 by $2.0 million, or 5%, over 1996 primarily due to an
increase in expenses related to direct contract payroll costs
associated with increased revenue, partially offset by lower selling,
general and administrative expense. Operating expenses, excluding
depreciation and amortization, in 1996 increased $6.0 million, or 18%,
over 1995 mainly due to an increase in technical personnel, other
direct contract costs and higher marketing and development costs that
were incurred in pursuit of new commercial business opportunities that
did not materialize as anticipated.
Depreciation expense increased in 1997 by $398,000, or 15%, and in
1996 by $222,000, or 48%, over the prior years' results. The increase
in both periods was the result of office expansions and infrastructure
equipment purchased to support the increase in technical personnel.
39
<PAGE>
SpaceCom
Revenues generated by SpaceCom during 1997 were $17.7 million,
compared to $15.6 million in 1996 and $12.4 million in 1995. The
increase in revenues in 1997 of $2.1 million, or 13%, over 1996 and in
1996 of $3.2 million, or 26%, over 1995 were both attributable
principally to increased demand for channel space from SpaceCom's
existing paging customers; coupled with, in 1997, growth in SpaceCom's
new Hypercubed service. The transponder with SpaceCom's most popular
service, FM Cubed, had an occupancy of 95% as of December 31, 1997,
compared to 100% as of December 31, 1996 and 86% as of December 31,
1995. The reduction in 1997 from 1996 was due to the migration of some
customers to the Hypercubed service which resides on SpaceCom Ku-band
FM Squared transponder.
Operating expenses, excluding depreciation and amortization, were
$12.7 million in 1997, compared to $12.4 million and $11.9 million in
1996 and 1995, respectively. The increase in operating expenses,
before depreciation and amortization, of $349,000, or 3%, in 1997 over
1996 resulted primarily from increased transmission expense. The
increase in operating expenses, before depreciation and amortization,
of $518,000, or 4%, in 1996 over 1995 resulted primarily from increased
compensation partially offset by 1996 not having the operating expense
burden of DirectCom. In 1995, SpaceCom ventured into the direct-to-home
market with DirectCom and incurred $924,000 in operating expenses.
DirectCom's operations were terminated in the fourth quarter of 1995.
Depreciation and amortization in 1997 was $1.4 million, relatively
unchanged from 1996. Depreciation and amortization in 1996 increased
$289,000, or 26%, over that in 1995. The increase in depreciation and
amortization in 1996 from 1995 was the result of acquiring new assets
to provide a wider range of services.
40
<PAGE>
Liquidity and Capital Resources
Cash provided by operations continues to be the Company's primary
source of funds to finance operating needs, capital expenditures and
investments. In 1997, net cash flows from operating activities were
$78.0 million ($57.0 million after distributions to minority
interests), reflecting the continued growth of the Company's after-tax
earnings. This cash, plus existing cash resources and proceeds from
the exercise of stock options of $2.6 million, were used to fund the
Company's additional investment in marketable securities of $55.0
million, capital expenditures of $10.2 million, reduction in the
Company's capitalized lease obligations of $3.3 million and repurchase
of common stock of $2.1 million during 1997.
At December 31, 1997, the Company's cash, cash equivalents and
marketable securities aggregated $143.1 million, an increase of $41.7
million over that as of December 31, 1996. The above total includes
$6.7 million of cash and cash equivalents held by SNG, in which the
Company had a 50% ownership interest as of December 31, 1997. The
Company has invested the majority of its cash available for current
operations in investment grade municipal governmental obligations. As
of December 31, 1997, approximately $112.3 million of such securities
had maturities greater than 90 days and were classified as available-
for-sale marketable securities. The Company's policy pertaining to the
temporary investment of cash available for operations currently
prohibits exposure to interest rate fluctuations to periods in excess
of 18 months.
41
<PAGE>
SSDS has a revolving credit facility with a bank which provides
for borrowings up to the lesser of 80% of billed trade receivables of
SSDS outstanding less than 90 days, subject to certain conditions, or
$7.5 million. Borrowings under this credit facility, which expires
June 30, 1998, bear interest at the bank's stated prime rate plus a
margin. SSDS is not in compliance with certain financial covenants
contained in the credit agreement and has received waivers from the
bank for such matters. Management believes SSDS will likely have to
renegotiate certain financial covenant ratios to remain in compliance
with the terms of the credit facility. Outstanding borrowings under
the credit facility as of December 31, 1997 were $7.4 million.
The Company collects annually, in advance, a majority of its SNG
subscription fees and certain of its UVTV superstation and Prevue
Networks' revenues. As of December 31, 1997, the unearned portion of
all prepayments totaled $91.3 million, of which approximately $82.5
million, or 90%, was attributable to SNG. Aggregate unearned
prepayments decreased by $4.3 million during the year ended December
31, 1997, substantially all of which was attributable to the customer
prepayments associated with SNG's operations. SNG generally offers a
refund of unearned prepayments at the customer's option if service is
discontinued for any reason. In the case of UVTV and Prevue Networks,
the Company's liability is limited to a refund of unearned prepayments
in the event that the Company is unable to provide service. No
material refunds have been paid to date.
Under the terms of the capital leases for two satellite
transponders placed in service by UVTV and Prevue Networks in 1992, the
Company was obligated for net minimum lease payments aggregating
$20.2 million as of December 31, 1997, a reduction of $3.3 million, or
14%, from the obligation existing at the prior year's end. The Company
expects to further reduce the lease obligation during 1998 by
approximately $3.5 million. The Company also leases various other
satellite transponders accounted for as operating leases. These
operating leases accounted for approximately $6.0 million in operating
expenses, net of sublease revenue, during 1997.
42
<PAGE>
Capital expenditures during 1997 of $10.2 million were principally
attributable to the purchase of control units provided to Prevue
Network's cable television customers and to data processing equipment
and furniture, fixtures and facilities used by the Company.
SNG makes monthly distributions to its members of all cash in
excess of reasonable cash reserves established for anticipated working
capital requirements and capital expenditures. During the year ended
December 31, 1997, cash distributions to minority interests in SNG
aggregated $21.0 million.
The Company believes, except as discussed above for SSDS, which
will be required to renew or replace its existing credit facility in
June 1998, that currently available cash and cash equivalents,
marketable securities and cash flow generated from operations will
provide the resources necessary to meet its working capital and related
financing needs for the foreseeable future and to pursue opportunities
to expand its existing businesses. However, should the Company require
financial resources in excess of those currently available to execute a
business plan, it will likely look to both debt and equity as a source
of funds.
The Board of Directors has authorized the Company to repurchase
from time to time up to an aggregate of 1,000,000 shares of the
Company's Class A Common Stock using existing cash resources. Through
December 31, 1997, approximately 124,000 shares had been repurchased by
the Company.
The Company continues to explore opportunities to expand the
market shares of its existing businesses, develop new products and
acquire interests in new businesses.
43
<PAGE>
Other Matters
In 1997, the Company began the process of identifying, evaluating
and implementing changes to its computer programs necessary to address
the year 2000 issue. This issue affects computer systems that have
time-sensitive programs that may not properly recognize the year 2000
and could result in system failures or miscalculations. The Company
has completed a preliminary assessment of the impact of Year 2000 and
is currently addressing its internal year 2000 issues with
modifications to existing programs and conversions to new programs.
None of the system modifications are considered by management to be
significant and for those systems being replaced, the Company had
already planned on replacing the system to improve operational
efficiencies and the ability to analyze information. The total cost of
converting all internal systems to achieve year 2000 compliance has not
been completely quantified, but it is not expected to be a material
cost to the Company. An evaluation of the impacts of year 2000 on the
computer systems of vendors upon which the Company places reliance is
in process with a goal of completion during 1998.
In June 1997, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("Statement") No.
130 "Reporting Comprehensive Income". Statement No. 130 establishes
standards for reporting and display of comprehensive income and its
components in the financial statements. Statement No. 130 is effective
for fiscal years beginning after December 15, 1997. Reclassification
of financial statements for earlier periods provided for comparative
purposes is required. The Company plans to adopt Statement No. 130 in
the quarter ended March 31, 1998. The adoption of Statement No. 130
will have no impact on the Company's consolidated results of
operations, financial position or cash flows.
In June 1997, the FASB issued Statement No. 131, "Disclosures
about Segments of an Enterprise and Related Information". Statement
No. 131 establishes standards for the way that public business
enterprises report information about operating segments in annual
financial statements and requires that those enterprises report
selected information about operating segments in interim financial
reports issued to shareholders. It also establishes standards for
related disclosures about products and services, geographic areas and
major customers. Statement No. 131 is effective for financial
statements for fiscal years beginning after December 15, 1997.
Financial statement disclosures for prior periods are required to be
restated. The Company plans to adopt Statement No. 131 for the year
ended December 31, 1998. The adoption of Statement No. 131 will have
no impact on the Company's consolidated results of operations,
financial position or cash flows.
44
<PAGE>
Cautionary Statement
This report contains "forward looking statements" within the
meaning of the federal securities laws, including the Company's
intentions to form IPG and settle the StarSight litigation, the
Company's plans to acquire certain assets and operations from Liberty,
the Company's plan for the development of interactive and information
services, the sufficiency of existing and available transponder
capacity, the availability of resources to fund operations and capital
expenditures, the Company's pursuit of certain business activities and
other statements of expectations, beliefs, plans and similar
expressions concerning matters that are not historical facts. These
statements are subject to risks and uncertainties that could cause
results to differ materially from those expressed in the statements.
Important factors that could cause such differences include but are not
limited to changes in the regulation of the cable television industry
and home satellite dish industry adverse to the Company's services,
loss of cable compulsory license provided by federal law, the
willingness of cable television systems to acquire and install new
equipment that will allow the Company effectively to market its
interactive technology, increased price and service competition within
the industry, the Company's ability to keep pace with technological
developments and the Company's dependence upon intellectual property
rights, including the Company's ability to defend itself against claims
by others asserting infringement of their intellectual property.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
45
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTRY DATA
UNITED VIDEO SATELLITE GROUP, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Reports of Independent Auditors:
KPMG Peat Marwick LLP 47
Ernst & Young LLP 48
Consolidated Balance Sheets 49
Consolidated Statements of Income 50
Consolidated Statements of Changes in Stockholders'
Equity 51
Consolidated Statements of Cash Flows 52
Notes to Consolidated Financial Statements 53
INDEX TO FINANCIAL STATEMENT SCHEDULES
Schedule II - Valuation and Qualifying Accounts 72
All other Schedules have been omitted since the required information is
not present or the amounts are not sufficient to require submission of
the Schedule or because the information required is included in the
respective financial statements or notes thereto.
46
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
United Video Satellite Group, Inc.:
We have audited the accompanying consolidated balance sheet of
United Video Satellite Group, Inc. and subsidiaries as of December 31,
1997, and the related consolidated statements of income, changes in
stockholders' equity, and cash flows for the year then ended. In
connection with our audit of the consolidated financial statements, we
have also audited the financial statement schedule listed in the index
at Item 14(a). These consolidated financial statements and the
financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
consolidated financial statements and the financial statement schedule
based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of United Video Satellite Group, Inc. and subsidiaries as of
December 31, 1997, and the results of their operations and their cash
flows for the year then ended, in conformity with generally accepted
accounting principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.
KPMG Peat Marwick LLP
Tulsa, Oklahoma
February 20, 1998
47
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
United Video Satellite Group, Inc.
We have audited the accompanying consolidated balance sheet of
United Video Satellite Group, Inc. as of December 31, 1996 and the
related consolidated statements of income, changes in stockholders'
equity, and cash flows for each of the two years in the period ended
December 31, 1996. Our audits also included the financial statement
schedule listed in the index at Item 14(a). These financial statements
and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
and schedule based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of United Video Satellite Group, Inc. at
December 31, 1996, and the consolidated results of its operations and
its cash flows for each of the two years in the period ended December
31, 1996, in conformity with generally accepted accounting principles.
Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a
whole, presents fairly, in all material respects, the information set
forth therein.
ERNST & YOUNG LLP
Tulsa, Oklahoma
February 10, 1997
48
<PAGE>
UNITED VIDEO SATELLITE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
December 31,
1997 1996
---- ----
ASSETS
Current assets:
Cash and cash equivalents $ 30,752 $ 42,796
Marketable securities, at fair value 112,334 58,581
Accounts receivable, net of allowance
for doubtful accounts of $2,785 and
$2,535 at December 31, 1997 and 1996,
respectively 55,611 46,334
Prepaid expenses and other 9,842 9,916
Deferred tax asset 2,123 2,210
-------- --------
Total current assets 210,662 159,837
Property, plant and equipment, at cost,
net of accumulated depreciation and
amortization 50,992 56,381
Goodwill, net of accumulated amortiza-
tion of $6,703 and $4,167 at December
31, 1997 and 1996, respectively 29,157 31,459
Other assets, net of accumulated
amortization of $1,153 and
$887 at December 31, 1997
and 1996, respectively 3,641 2,427
-------- --------
Total assets $294,452 $250,104
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,894 $ 6,744
Accrued liabilities 50,385 46,336
Note payable and current portion of
capital lease obligations
and long-term debt 10,957 10,519
-------- --------
67,236 63,599
Customer prepayments 91,266 95,580
-------- --------
Total current liabilities 158,502 159,179
Deferred compensation 871 1,452
Deferred tax liability 2,737 765
Capital lease obligations and
long-term debt 17,207 20,718
Minority interest 3,141 3,830
Stockholders' equity:
Preferred stock, $.01 par value;
2,000,000 shares authorized,
no shares outstanding -- --
Class A common stock, $.01 par value;
60,000,000 shares authorized,
24,420,120 and 23,842,286 shares
outstanding in 1997 and 1996,
respectively 244 238
Treasury stock (Class A), at cost; 6,000
and 4,000 shares in 1997 and 1996,
respectively (114) (77)
Class B common stock, $.01 par value;
30,000,000 shares authorized,
12,373,294 shares outstanding in
1997 and 1996 124 124
Additional paid-in capital 39,226 34,865
Note receivable from stockholder -- (509)
Retained earnings 115,820 70,234
-------- --------
155,300 104,875
Minority interest deficit in
Superstar/Netlink Group LLC (43,306) (40,715)
-------- --------
Total stockholders' equity 111,994 64,160
-------- --------
Total liabilities and stockholders' equity $294,452 $250,104
======== ========
See accompanying notes.
49
<PAGE>
UNITED VIDEO SATELLITE GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Year Ended December 31,
1997 1996 1995
---- ---- ----
Revenues:
Satellite services $434,646 $377,743 $226,923
Advertising sales 30,828 22,774 16,921
Systems integration
services 41,617 35,703 17,978
Other 507 948 1,097
-------- -------- --------
507,598 437,168 262,919
Operating expenses:
Programming and
delivery 260,584 227,938 120,594
Selling, general
and administrative 143,019 137,687 92,140
Depreciation 12,207 9,965 6,736
Amortization 6,444 6,358 5,033
-------- -------- --------
422,254 381,948 224,503
-------- -------- --------
Operating income 85,344 55,220 38,416
Interest income 5,882 3,401 3,379
Interest expense (2,122) (2,024) (2,003)
Other income 401 551 8
Other expense (71) (244) (1,868)
-------- -------- --------
Income before income taxes
and minority interest 89,434 56,904 37,932
Provision for income taxes (25,892) (17,122) (14,483)
Minority interest
in earnings (17,782) (9,698) (277)
-------- -------- --------
Net income $ 45,760 $ 30,084 $ 23,172
======== ======== ========
Earnings per share:
Basic $ 1.25 $ 0.84 $ 0.65
Diluted 1.24 0.82 0.64
See accompanying notes.
50
<PAGE>
<TABLE>
<CAPTION>
UNITED VIDEO SATELLITE GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands, except share amounts)
Notes
Class A Class B Additional Receivable Minority
Common Common Paid-In Treasury From Retained Interest
Stock Stock Capital Stock Stockholders Earnings Deficit Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at January
1, 1995 $ 52 $124 $27,028 $ -- $(613) $ 16,537 $ -- $43,128
Net income -- -- -- -- -- 23,172 -- 23,172
Exercise of
stock options
(336,779 3 -- 980 -- -- -- -- 983
Class A shares)
Tax benefit from
exercise of
nonqualified
stock
options -- -- 1,499 -- -- -- -- 1,499
Payments received
on stockholders'
notes, net of
stockholders
loans -- -- -- -- 141 -- -- 141
Unrealized net
gains on
available-for-
sale securities,
net of tax -- -- -- -- -- 170 -- 170
---- ---- ------- ---- ------ -------- -------- -------
Balance at December
31, 1995 55 124 29,507 -- (472) 39,879 -- 69,093
Net income -- -- -- -- -- 30,084 -- 30,084
Conversion of
Class B stock
to Class A stock
(6,186,647
shares) 62 (62) -- -- -- -- -- --
Two-for-one split
(11,719,465
Class A shares
and 6,186,647 117 62 (179) -- -- -- --
Class B shares)
Exercise of stock
options, net of
stock tendered
(403,356 Class
A shares) 4 -- 3,289 (77) -- -- -- 3,216
Tax benefit from
exercise of
nonqualified
stock
options -- -- 1,187 -- -- -- -- 1,187
Stockholder loans -- -- -- -- (37) -- -- (37)
Noncash stock
compensation -- -- 1,061 -- -- -- -- 1,061
Unrealized net
gains on
available-for-
sale securities,
net of tax -- -- -- -- -- 271 -- 271
Minority interest
deficit in
Superstar/
Netlink Group
LLC at
formation -- -- -- -- -- -- (49,169) (49,169)
Excess of earnings
over
distributions
to minority
interest in
Superstar/
Netlink Group
LLC -- -- -- -- -- -- 8,454 8,454
---- ---- ------- ---- ------ -------- -------- -------
Balance at December
31, 1996 238 124 34,865 (77) (509) 70,234 (40,715) 64,160
Net income -- -- -- -- -- 45,760 -- 45,760
Exercise of
stock options,
net of stock
tendered
(701,829 Class
A shares) 7 -- 2,638 (37) -- -- -- 2,608
Repurchase and
retirement of
stock (123,995
Class A
shares) (1) -- (2,076) -- -- -- -- (2,077)
Tax benefit from
exercise of non-
qualified stock
options -- -- 3,799 -- -- -- -- 3,799
Payments received
on stockholders'
notes -- -- -- -- 509 -- -- 509
Unrealized net
losses on
available-for-
sale securities,
net of tax -- -- -- -- -- (174) -- (174)
Excess of
distributions to
minority
interest
in Superstar/
Netlink Group
LLC over --
earnings -- -- -- -- -- -- (2,591) (2,591)
---- ---- ------- ----- ----- -------- -------- --------
Balance at December
31, 1997 $244 $124 $39,226 $(114) $ -- $115,820 $(43,306) $111,994
==== ==== ======= ===== ===== ======== ======== ========
</TABLE>
51
<PAGE>
UNITED VIDEO SATELLITE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
1997 1996 1995
---- ---- ----
Operating activities:
Net income $ 45,760 $ 30,084 $ 23,172
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 18,651 16,323 11,769
Minority interest in earnings 17,782 9,698 277
Non-cash compensation expense 356 1,034 2,690
Deferred income taxes 2,161 232 (1,265)
Amortization of bond premiums 937 650 528
(Gain)loss on asset dispositions (132) 123 80
Other 107 (89) 35
Changes in operating assets and
liabilities:
Accounts receivable (10,333) (2,341) (9,626)
Prepaid expenses and other 989 (2,929) (3,060)
Accounts payable (914) 440 274
Accrued liabilities 7,427 8,648 7,077
Customer prepayments (4,378) (7,971) 2,708
Other (427) (2,791) (1,125)
--------- -------- --------
Net cash provided by operating
activities 77,986 51,111 33,534
Investing activities:
Capital expenditures (10,238) (14,427) (12,101)
Investment in SSDS, Inc.,
net of cash acquired -- (106) (25,210)
Purchases of marketable securities (91,666) (47,065) (26,202)
Sales and maturities of
marketable securities 36,700 20,482 27,765
Other (1,720) (1,025) (208)
--------- -------- --------
Net cash used in investing
activities (66,924) (42,141) (35,956)
Financing activities:
Repayment of note payable and
long-term debt (7,261) (14) (5)
Note payable borrowings 7,446 7,245 --
Repayment of capital lease
obligations (3,258) (3,039) (2,833)
Issuance of stock 2,608 3,216 983
Repurchase of stock (2,077) -- --
Distributions to
minority interests (21,000) (2,300) --
Other 436 233 238
--------- -------- --------
Net cash provided by (used in)
financing activities (23,106) 5,341 (1,617)
--------- -------- --------
Net increase (decrease) in
cash and cash equivalents (12,044) 14,311 (4,039)
Cash and cash equivalents at
beginning of year 42,796 28,485 32,524
--------- -------- --------
Cash and cash equivalents
at end of year $ 30,752 $ 42,796 $ 28,485
========= ======== ========
See accompanying notes.
52
<PAGE>
UNITED VIDEO SATELLITE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. General
The Company
United Video Satellite Group, Inc. ("UVSG" or the "Company")
provides satellite-delivered video, audio, data and program promotion
services to cable television systems, direct-to-home satellite dish
users, radio stations and private network users primarily throughout
North America, and software development and system integration services
to commercial entities, the federal government and defense related
agencies in locations throughout the United States. The majority of
the Company's operating income is earned through the sale of home
satellite dish services and satellite distribution of video and program
promotion services.
Merger
On January 25, 1996, the stockholders of UVSG adopted the
Agreement and Plan of Merger dated as of July 10, 1995, as amended (the
"Merger Agreement"), among UVSG, Tele-Communications, Inc. ("TCI") and
TCI Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub was
merged into UVSG, with UVSG as the surviving corporation (the
"Merger"). The Merger was consummated later that same day.
Pursuant to the terms of the Merger Agreement, holders of Class A
Common Stock of UVSG (other than the then controlling stockholder) had
the right to elect to have up to half of their shares of Class A Common
Stock converted into "Merger Consideration" consisting of one share of
TCI's Redeemable Convertible TCI Group Preferred Stock, Series G, par
value $.01 per share and one share of TCI's Redeemable Convertible
Liberty Media Group Preferred Stock, Series H, par value $.01 per
share. A total of 11,115,392 shares of Class A Common Stock were held
by stockholders who had the right to convert up to half of their shares
into Merger Consideration, and a total of 2,145,466 shares were so
converted.
In connection with the Merger, UVSG's then controlling stockholder
converted 12,373,294 of the shares of Class B Common Stock of UVSG held
by him into shares of UVSG Class A Common Stock. Pursuant to the terms
of the Merger Agreement, the remaining 12,373,294 shares of Class B
Common Stock retained by UVSG's controlling stockholder were converted
into Merger Consideration.
As a consequence of the foregoing transactions, TCI acquired
12,373,294 shares of UVSG Class B Common Stock and 2,145,466 shares of
UVSG Class A Common Stock, together representing approximately 40% of
the issued and outstanding common stock of UVSG and approximately 86%
of the total voting power of UVSG common stock immediately after the
Merger, resulting in UVSG becoming a majority-controlled subsidiary of
TCI.
On January 12, 1998, TCI acquired the remaining 12,373,294 shares
of UVSG Series A Common Stock held by UVSG's former controlling
stockholder, increasing TCI's equity ownership interest to
approximately 73% and its voting power to approximately 93%.
53
<PAGE>
2. Significant Accounting Policies
Basis of Presentation
These financial statements present the consolidated financial
position, results of operations and cash flows of UVSG and its
subsidiaries. All significant intercompany balances and transactions
have been eliminated.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an
original maturity of three months or less when purchased to be cash
equivalents.
Marketable Securities
The Company invests the majority of its cash produced by operating
activities in equity and municipal debt securities which are classified
as cash and cash equivalents or marketable securities, based on
maturity dates when acquired. These investments are diversified among
high credit quality issues in accordance with the Company's investment
policy. Management determines the appropriate classification of its
marketable securities at the time of purchase and reevaluates such
designation as of each balance sheet date. Debt and equity securities
which the Company may not hold to maturity are classified as available-
for-sale. Securities available-for-sale are carried at fair market
value with the unrealized gains and losses, net of tax, reported as a
component of retained earnings. At December 31, 1997 and 1996, the
Company classified all of its marketable securities as available-for-
sale.
The amortized cost of the Company's municipal debt securities is
adjusted for amortization of premiums and accretion of discounts to
maturity. Such amortization or accretion is included in interest
income. Realized gains and losses and declines in value judged to be
other-than-temporary are included in other income. The cost of the
municipal debt securities sold is based on the specific identification
method.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Additions and
improvements that extend the useful lives of assets are capitalized.
Other expenditures for repairs and maintenance are charged to expense
as incurred.
54
<PAGE>
Depreciation and Amortization
Depreciation and amortization of property, plant and equipment is
provided on a straight-line basis over the estimated useful lives of
the assets as follows:
Leased transponders 9-12 years
Building 10-32 years
Building improvements 5-10 years
Electronic equipment 3- 5 years
Equipment and other 3-15 years
Goodwill is being amortized on a straight-line basis over 5-
15 years (see Note 4).
Revenue Recognition on Satellite Services
The Company recognizes revenue on the accrual basis in the month
the service is provided. Payments received in advance for subscription
services are deferred until the month earned, at which time income is
recognized. The Company's liability is limited to the unearned
prepayments in the event a refund should become necessary.
Revenue Recognition on Systems Integration Services
Revenues and profits on systems integration services are
determined based on progress to completion measured generally either by
incurred billable hours and costs at contract rates or on the
percentage-of-completion method by comparing actual costs incurred to
total estimated costs expected to be incurred to complete the contract.
Any excess of contract revenue recognized (i.e., costs incurred
plus gross profit earned) over billings to date represents unbilled
revenues earned and is included in accounts receivable. Any excess of
billings over contract revenue earned is deferred as advance billings
and is included in accrued liabilities. At December 31, 1997 and 1996,
$5.5 million and $7.2 million, respectively, of earned revenues not yet
billed are included in accounts receivable. At December 31, 1996,
$668,000 of excess billings over contract revenue earned are included
in accrued liabilities. There were no excess billings over contract
revenue earned at December 31, 1997. Estimated losses of contracts are
recorded in full when a loss is anticipated.
Impairment of Long-Lived Assets and Long-Lived Assets to Be
Disposed Of
The Company reviews long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of assets to be held
and used is measured by a comparison of the carrying amount of the
asset to future net cash flows expected to be generated by the asset.
If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of
the assets exceed the fair value of the assets. Assets to be disposed
of are reported at the lower of the carrying amount or fair value less
costs to sell.
Income Taxes
Income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities
and their respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the
enactment date.
Earnings Per Share
Effective December 31, 1997, the Company adopted the guidelines
established by Statement of Financial Accounting Standards
("Statement") No. 128, "Earnings Per Share". All references in the
financial statements to earnings per share amounts have been restated
to conform with the requirements of Statement No. 128.
55
<PAGE>
The following information reconciles the number of shares used to
compute basic earnings per share to those used to compute diluted
earnings per share (in thousands, except per share amounts):
1997 1996 1995
------------- -------------- -------------
Per Share Per Share Per Share
Amount Amount Amount
------ ------ ------
Net income $45,760 $30,084 $23,172
Weighted average
number of shares
of common stock
outstanding 36,674 $1.25 36,010 $0.84 35,736 $0.65
===== ===== =====
Effect of dilutive
securities -
stock options 355 751 638
------ ------ ------
Weighted average
number of shares
of common stock
and dilutive
potential common
shares 37,029 $1.24 36,761 $0.82 36,374 $0.64
====== ===== ====== ===== ====== =====
Credit Risk
Financial instruments which potentially subject the Company to a
concentration of credit risk principally consist of cash, cash
equivalents, marketable securities and trade receivables. The Company
invests its available cash in high grade municipal securities, equity
securities and money market funds. Concentration of credit risk with
respect to satellite services trade receivables are limited since a
substantial number of the Company's customers pay in advance, providing
for receipt of funds prior to service being rendered, or provide
letters of credit as security. For other customers, service is
generally terminated in the event payment is not received within 30
days of service. The Company generally does not require collateral
from its systems integration services customers as progress billings
are rendered to customers as the work is completed. Credit losses have
been within management's expectations.
56
<PAGE>
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
consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.
Stock-based Compensation
The Company follows the guidelines established by Accounting
Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued
to Employees" and related Interpretations in accounting for its
employees' stock options.
Related Party Transactions
TCI and its consolidated affiliates purchase video, program
promotion and guide services and subscriber management services from
the Company. During the years ended December 31, 1997, 1996 and 1995,
revenues earned by the Company from TCI were $8.1 million, $8.1 million
and $6.1 million, respectively. Additionally, TCI consolidated
affiliates purchased system integration services from the Company
totaling $1.2 million, $3.1 million and $329,000 during 1997, 1996 and
1995, respectively. The Company purchases programming and production
services from TCI consolidated affiliates. These purchases totaled
$36.8 million, $34.1 million and $12.3 million for the years ended
December 31, 1997, 1996 and 1995, respectively. See also Notes 3 and
15.
At December 31, 1997 and 1996, the Company had outstanding
receivables of $953,000 and $2.7 million, respectively, due from TCI
consolidated affiliates and outstanding liabilities of $3.6 million and
$3.7 million, respectively, due to TCI consolidated affiliates.
Research and Development Costs
Research and development costs of $7.5 million, $5.4 million and
$3.7 million for the years ended December 31, 1997, 1996 and 1995,
respectively, are included in selling, general and administrative
expenses.
Year 2000
The Company has completed a preliminary assessment of the impact
of Year 2000 issues on its computer systems and applications and is
addressing its internal Year 2000 issues with modifications to
currently existing programs and conversions to new programs. The
Company is expensing all separately identifiable costs associated with
these system changes that related to Year 2000 issues. Expenditures in
1997 to address Year 2000 issues were not significant. The total cost
of converting all internal systems to achieve Year 2000 compliance has
not been completely quantified, but is not expected to be a material
cost to the Company.
Reclassifications
Certain financial statement items for prior years have been
reclassified to conform to the 1997 presentation.
57
<PAGE>
3. Retail C-Band Home Satellite Dish Joint Venture
Effective April 1, 1996, the Company and Liberty Media Corporation
("Liberty") executed an amended and restated agreement (the
"Agreement") under which the Company's Superstar division and Liberty's
Netlink division contributed their retail C-band home satellite dish
business' assets, obligations and operations to a new entity,
Superstar/Netlink Group LLC ("SNG"), owned 50% each by UVSG and
Liberty. Liberty is a wholly-owned subsidiary of TCI and, accordingly,
for financial reporting purposes, the assets and obligations of both
Superstar and Netlink were contributed to SNG at their historical cost.
The operations of the combined businesses have been consolidated,
effective April 1, 1996, with the operating results of the Company as
the Company has control over SNG's operations. See also Note 15.
Assets contributed by Liberty to SNG totaled $14.7 million and
consisted primarily of $14.3 million of accounts receivable. These
assets were subject to liabilities of $64.0 million, consisting of
$50.9 million of customer prepayments and $13.1 million of accounts
payable and accrued liabilities and resulted in Liberty contributing
net liabilities to SNG. The Company contributed net liabilities in the
same amount to SNG. The Company has classified the capital deficit of
Liberty in SNG as a reduction to stockholders' equity. Liberty's
minority interest in the earnings of SNG, net of distributions, will be
reported as an adjustment to Liberty's capital deficit in SNG until
such time as the capital deficit has been satisfied.
58
<PAGE>
The following pro forma financial information reflects the
Company's results of operations for the years ended December 31, 1996
and 1995 as though the retail operations of Superstar and Netlink had
been combined as of January 1, 1995 (in thousands, except per share
amounts):
1996 1995
---- ----
Pro forma:
Revenues $476,229 $401,990
Net income 29,810 18,751
Net income per share:
Basic 0.83 0.52
Diluted 0.81 0.52
4. Acquisition
On July 20, 1995, the Company increased its ownership interest in
SSDS, Inc. ("SSDS"), a privately held software development and systems
integration company, to 70% by purchasing a 50% interest in SSDS for
approximately $28.5 million in cash and by converting a promissory note
from SSDS dated December 12, 1994, in the original principal amount of
$4.0 million, into an additional 10% interest. The Company had
previously acquired a 10% interest in SSDS for approximately $4.0
million. The purchase price of the Company's ownership interest in
SSDS exceeded the fair value of SSDS's net assets acquired by
approximately $30.0 million, which was assigned to goodwill and is
being amortized over 15 years. The balance of goodwill relates to
previous acquisitions of minority interests in Prevue Networks, Inc.
("Prevue Networks"), a wholly owned subsidiary of UVSG and other
business combinations. The results of operations of SSDS have been
consolidated with the results of the Company for reporting purposes
subsequent to July 20, 1995.
5. Marketable Securities
The Company's marketable securities, which are all classified as
available-for-sale, as of December 31 are summarized as follows (in
thousands):
1997
----------------------------------------
Gross
Unrealized Estimated
Unamortized Gains Fair
Cost (Losses) Value
----------- ---------- ---------
Municipal debt
securities:
Due after three
months through
one year $ 14,661 $ (7) $ 14,654
Due after one
year through
three years 97,378 (32) 97,346
-------- ---- --------
112,039 (39) 112,000
Equity securities 315 19 334
-------- ---- --------
$112,354 $(20) $112,334
======== ==== ========
59
<PAGE>
1996
----------------------------------------
Gross
Unrealized Estimated
Unamortized Gains Fair
Cost (Losses) Value
----------- ---------- ---------
Municipal debt
securities:
Due after three
months through
one year $ 7,802 $ (1) $ 7,801
Due after one year
through three
years 50,207 42 50,249
------- ---- -------
58,009 41 58,050
Equity securities 315 216 531
------- ----- -------
$58,324 $ 257 $58,581
======= ===== =======
Fair values for available-for-sale securities are based on quoted
market prices. The carrying amounts reported in the consolidated
balance sheet for all other financial instruments approximate those
instruments' fair values.
In 1997 and 1996, realized gains from the sale of marketable
securities were $17,000 and $404,000, respectively. The net adjustment
to unrealized holding gains and losses on available-for-sale securities
is reflected in retained earnings, net of tax.
6. Property, Plant and Equipment
Property, plant and equipment as of December 31 are summarized as
follows (in thousands):
1997 1996
---- ----
Leased transponders $ 37,959 $ 37,959
Land 172 172
Building 1,595 1,048
Building improvements 4,267 3,354
Electronic equipment 31,952 30,222
Equipment and other 41,009 35,748
-------- --------
116,954 108,503
Accumulated depreciation and
amortization 65,962 52,122
-------- --------
$ 50,992 $ 56,381
======== ========
Included in the above amounts are two transponders leased under
long-term agreements that are accounted for as capital leases.
Accumulated amortization of such assets was $19.6 million and $16.0
million at December 31, 1997 and 1996, respectively.
60
<PAGE>
7. Income Taxes
Significant components of the Company's deferred tax assets and
liabilities as of December 31 are as follows (in thousands):
1997 1996
---- ----
Deferred tax assets:
Bad debt expense $ 821 $ 920
Deferred compensation 616 1,256
Compensated absences 401 384
Capital lease obligations 770 631
Other 950 459
------ ------
Total deferred tax assets 3,558 3,650
Deferred tax liabilities -
Book/tax depreciation 4,172 2,205
------ ------
Net deferred tax assets
(liabilities) $ (614) $1,445
====== ======
Significant components of the provision for income taxes for the
years ended December 31 are as follows (in thousands):
1997 1996 1995
---- ---- ----
Current:
Federal $21,772 $15,476 $13,765
State 1,959 1,414 1,983
------- ------- -------
23,731 16,890 15,748
Deferred:
Federal 1,985 192 (1,123)
State 176 40 (142)
------- ------- -------
2,161 232 (1,265)
------- ------- -------
$25,892 $17,122 $14,483
======= ======= =======
61
<PAGE>
The reconciliation of income tax computed at the U.S. federal
statutory tax rate to income tax expense is (in thousands):
1997 1996 1995
---- ---- ----
Tax at statutory rate (35%) $31,302 $19,916 $13,276
Minority interest in
consolidated entities not
subject to income taxes (6,294) (3,650) --
State taxes, net of federal
benefit 1,388 945 1,196
Effect of municipal interest
earned and exempt from
federal tax (1,411) (791) (932)
Non-deductible goodwill
amortization 748 804 393
Other 159 (102) 550
------- ------- -------
$25,892 $17,122 $14,483
======= ======= =======
Income taxes paid were approximately $21.9 million in 1997 and
$15.6 million in each of the years ended December 31, 1996 and 1995.
8. Long-Term Debt and Credit Arrangements
SSDS has outstanding $472,000 in notes payable to a bank and two
governmental agencies which bear interest at rates ranging from 8.3% to
10.8% at December 31, 1997 and mature in April 2012. The notes are
each secured by a deed of trust on the corporate headquarters of SSDS
and certain minority SSDS shareholder guarantees and require monthly
payments of principal and interest. The fair value of the notes is
approximately equal to their carrying value at December 31, 1997. Debt
maturities for each of the next five years are less than $24,000 per
year, with $17,000 maturing in 1998.
SSDS has a revolving credit facility with a bank that provides for
borrowings up to the lesser of 80% of the billed trade accounts
receivable outstanding less than 90 days , subject to certain
conditions, or $7.5 million. Borrowings under this credit facility
bear interest at the bank's stated prime rate plus a margin (9.5% at
December 31, 1997). SSDS pays a commitment fee of 0.375% on the
average daily unused portion of this credit facility. Outstanding
borrowings under the credit facility are $7.4 million as of December
31, 1997 and are classified as current liabilities. The credit
facility expires on June 30, 1998 and is secured by substantially all
of SSDS's assets. SSDS is not in compliance with certain financial
covenants contained in the credit agreement and has received waivers
from the bank for such violations. This credit facility replaced the
revolving credit agreement which existed at December 31, 1996.
Borrowings under the previous credit facility were $7.2 million as of
December 31, 1996.
Interest paid by the Company, primarily on capital lease
obligations, was $2.0 million, $1.9 million and $2.0 million for the
years ended December 31, 1997, 1996 and 1995, respectively.
62
<PAGE>
9. Leases
The Company leases operating and office premises and satellite
transponders. The terms of certain of the agreements provide for an
option to cancel the agreements after a period of time, subject to
cancellation charges and/or meeting certain conditions. Two satellite
transponders are under long-term lease arrangements that are accounted
for as capital leases. The remainder of the satellite transponder
leases are accounted for as operating leases.
Future minimum lease payments under capital and noncancellable
operating leases at December 31, 1997 are as follows (in thousands):
Capital Operating
Leases Leases
------- ---------
Year ended December 31:
1998 $ 4,800 $11,150
1999 4,800 10,824
2000 4,800 8,159
2001 3,400 7,352
2002 2,400 6,746
Thereafter 4,600 11,137
------- -------
Total future minimum lease payments 24,800 55,368
Less amount representing interest
at 7% 4,554 --
Less sublease revenues -- 3,770
------- -------
Net future minimum lease payments 20,246 $51,598
Less current portion 3,494 =======
-------
$16,752
=======
Rental expense under noncancellable operating leases amounted to
$9.2 million (net of $1.8 million in sublease revenues), $8.6 million
(net of $1.7 million in sublease revenues) and $7.3 million (net of
$1.7 million in sublease revenues) for the years ended December 31,
1997, 1996 and 1995, respectively.
63
<PAGE>
10. Stock Options and Other Employee Incentive Plans and Agreements
The Company sponsors the United Video Satellite Group, Inc. Equity
Incentive Plan under which 4.0 million shares of UVSG's Class A Common
Stock are authorized to be issued in connection with the exercise of
awards of stock options, stock appreciation rights and restricted stock
granted under the plan. The Equity Incentive Plan provides that the
price at which each share of stock covered by an option may be acquired
shall in no event be less than 100% of the fair market value of the
stock on the date the option is granted, except in certain limited
circumstances. Additionally, the Company sponsors the United Video
Satellite Group, Inc. Stock Option Plan for Non-Employee Directors
under which 165,000 shares of UVSG's Class A Common Stock are
authorized to be issued in connection with the exercise of stock
options granted thereunder.
At December 31, 1997, 3.2 million shares of Class A Common Stock
of the Company were reserved for issuance under the stock option plans.
The options granted under the stock option plans expire ten years from
the date of grant. Options outstanding, including options issued under
stock option agreements previous to the existing stock option plans,
are as follows (in thousands):
Weighted-
Average
Exercise
Options Price Exercisable
------- ----- -----------
At January 1, 1995 2,739 $ 6.78 903
Exercised (674) 1.46
Cancelled (5) 12.62
-----
At December 31, 1995 2,060 8.51 615
Granted 638 22.22
Exercised (407) 8.08
Cancelled (402) 18.42
-----
At December 31, 1996 1,889 11.12 1,239
Granted 458 17.09
Exercised (1,045) 8.09
Cancelled (126) 11.76
-----
At December 31, 1997 1,176 16.07 354
=====
64
<PAGE>
Exercise prices for options outstanding as of December 31, 1997
ranged from $8 to $27. The weighted-average remaining contractual life
of those options is 8.1 years.
The Company applies APB No. 25 and related Interpretations in
accounting for its employee stock options, and not the fair-value
accounting provided for under Statement No. 123, "Accounting for Stock-
based Compensation". Under APB 25, because the exercise price of the
Company's employee stock options equals the market price of the
underlying stock on the date of grant, no compensation expense is
recognized.
Pro forma information regarding net income and earnings per share
is required by Statement 123, which also requires that the information
be determined as if the Company has accounted for its employee stock
options granted subsequent to December 31, 1995 under the fair value
method of that Statement. The fair value for these options was
estimated at the date of grant using a Black-Scholes option pricing
model with the following weighted-average assumptions for 1997 and
1996, respectively: risk-free interest rates of 5.7% and 6.4%; a
dividend yield of 0%; volatility factors of the expected market price
of the Company's common stock of .41; and a weighted-average expected
life of the options of 5 years.
For purposes of pro forma disclosures, the estimated fair value of
the options is amortized to expense over the options' vesting period.
The Company's pro forma information follows (in thousands, except per
share amounts):
1997 1996
---- ----
Pro forma net income $45,115 $29,781
Pro forma earnings per share:
Basic 1.23 0.83
Diluted 1.22 0.81
Pro forma net income reflects only options granted subsequent to
December 31, 1994. Therefore, the full impact of calculating
compensation cost for stock options under Statement No. 123 is not
reflected in the pro forma net income amounts presented above because
compensation cost is reflected over the options' vesting period, which
is generally five years, and compensation cost for options granted
prior to January 1, 1995 is not considered.
The Company has entered into incentive compensation agreements
with key management personnel. These agreements require payments upon
termination or retirement based on various valuation formulas contained
in the agreements. Cash payments to settle certain incentive
compensation agreements aggregated $427,000, $2.8 million and $1.1
million during the years ended December 31, 1997, 1996 and 1995,
respectively.
SSDS sponsors a stock option plan which authorizes the issuance of
up to 700,000 shares of SSDS's common stock to key employees and
directors of SSDS. At December 31, 1997, 152,488 options with an
exercise price of approximately $12 and vesting over one to five year
periods had been granted under the plan. If all of the outstanding
SSDS options were exercised, the Company's ownership interest in SSDS
would decrease to 68%. There was no compensation expense under this
plan during 1997, 1996 or 1995.
SSDS also sponsors a qualified stock purchase investment plan
through which eligible participating employees may purchase shares of
SSDS's common stock through payroll deduction. The plan has authorized
100,000 shares of SSDS's common stock for purchase pursuant to the
plan. At December 31, 1997, 36,000 shares of SSDS's common stock had
been acquired by SSDS's employees at prices approximating 85% of the
fair market value of the stock. There was no compensation expense
under this plan during 1997, 1996 or 1995.
65
<PAGE>
11. Common Stock
The Class A Common Stock entitles the holder to one vote per share
and the Class B Common Stock entitles the holder to ten votes per
share. Each share of Class B Common Stock is convertible, at the
option of the holder, into one share of Class A Common Stock. Class A
Common Stock is not convertible into Class B Common Stock.
In January 1996, 12,373,294 shares of Class B Common Stock were
converted to Class A Common Stock in connection with the Merger (see
Note 1). No shares were converted during 1997 or 1995.
On February 8, 1996, the Board of Directors declared a two-for-one
split of the Company's Class A Common Stock and Class B Common Stock.
The stock split was effected in the form of a stock dividend on March
12, 1996 of one additional share of Class A Common Stock for each share
of Class A Common Stock outstanding and one additional share of Class B
Common Stock for each share of Class B Common Stock outstanding to
holders of record on February 22, 1996. The par value of the Class A
Common Stock and Class B Common Stock remained $.01 per share. The
Company had previously increased the number of authorized shares of
Class A Common Stock from 30 million shares to 60 million shares and
Class B Common Stock from 15 million shares to 30 million shares in
connection with the Merger. All references in the financial statements
to number of shares and per share amounts have been adjusted to reflect
the stock split.
12. Employee Benefit Plans
The Company sponsors defined contribution plans (collectively,
"the Plans") which provide most of its employees with the ability to
defer a percentage of their annual compensation subject to certain
limitations. The Company matches 100% of the employee's deferrals up
to a fixed percentage, determined annually, of the employee's annual
compensation. Vesting of the Company's matching contributions begins
at 20% after one full year of service and from the second through the
fifth years, vesting increases by 20% each year until full vesting
occurs. The Company's contributions to the Plans for the years ended
December 31, 1997, 1996 and 1995 were $1.3 million, $1.0 million and
$822,000, respectively. The Company does not provide any
post-retirement or post-employment benefits.
66
<PAGE>
13. Legal Proceedings
On October 8, 1993, the Company received correspondence from
attorneys representing StarSight Telecast, Inc. ("StarSight"), now a
wholly owned subsidiary of Gemstar International Group Limited
("Gemstar"), bringing to the Company's attention the existence of three
patents and various patent applications containing claims relating to
certain functions performed by interactive television program
scheduling services, alleging that the Company is or may be infringing
StarSight issued patents, including U.S. Patent No. 4,706,121 and then-
pending Reexamination Certificate B1 4,706,121 (collectively, the "121
Patent"), and claims of its pending patent applications, and
threatening the Company with enforcement litigation. On October 19,
1993, the Company filed an action in the U.S. District Court for the
Northern District of Oklahoma seeking a Declaratory Judgment to the
effect that the services offered by the Company do not infringe the
three United States patents issued to StarSight, including the 121
Patent. On October 22, 1993, StarSight filed a separate action in the
United States District Court for the Northern District of California,
alleging that certain of the Company's interactive services infringe
the 121 Patent. This action was dismissed by StarSight on May 25,
1994. On July 16, 1994, the Company filed an Amended Complaint seeking
Declaratory Judgment that it did not infringe the three StarSight
patents listed in the original complaint as well as five other patents
licensed to StarSight. On July 19, 1994, StarSight refiled its
infringement claim against the Company as a counter-claim to the
Company's Amended Complaint. On February 15, 1995, the Company filed an
Amended and Supplemental Complaint which averred that the 121 Patent is
invalid and not infringed, that the 121 Patent is unenforceable because
of StarSight's inequitable conduct in obtaining the patent and its
misuse of the patent, and that StarSight violated the antitrust laws.
The Company also sought a Declaratory Judgment that the five other
patents licensed to StarSight are not infringed by the Company. In
December 1995, StarSight moved to amend its complaint to assert
infringement of two additional patents. The Court subsequently granted
StarSight's motion, but stayed all proceedings as to those two patents.
The trial commenced on May 8, 1996 with respect to the validity,
infringement and inequitable conduct issues relative to the 121 Patent.
The trial is currently in adjournment. Discovery and trial of all
other issues has been stayed. On December 13, 1996, the Court held a
status conference at which time the parties reported that settlement
had not been reached. The Court scheduled the trial to resume on May
5, 1997. In January 1998, the Company and Gemstar announced the
formation of a joint venture, which transaction includes the settlement
of the Company's litigation with StarSight (See Note 15). The
litigation has not yet been dismissed pending the closure of the
transaction with Gemstar. Were that transaction not to close, there can
be no assurance that this litigation will be resolved without material
adverse effect on the business prospects of the Company's Prevue
Interactive subsidiary and the future financial position or results of
operations of the Company.
67
<PAGE>
The State of Illinois (the "State") has asserted that certain
uplinking services performed by the Company at its Chicago teleport are
subject to the State's Telecommunications Excise Tax Act. The State
contends that the Company should have collected approximately $1.5
million in excise taxes from its customers during the period August
1985 through June 1994 and remitted such receipts to the State. In
addition to that amount, Illinois has assessed penalties and interest
of approximately $900,000. The Company, after consulting with outside
counsel, strongly disagrees with the State's position. No provision
has been made in the Company's financial statements for this
contingency, nor has the Company collected from its customers and
remitted their tax (which would aggregate approximately $300,000
annually) for periods subsequent to June 1994. However, pursuant to
the State's Protest Money Act which stops further accrual of interest
during the appeals process, the Company has paid into the Illinois
Court $2.4 million, which represents the amount of the State's claim
applicable to the period August 1985 through June 1994. Also pursuant
to the State's Protest Money Act, the Company filed a Verified
Complaint for Injunctive and Other Relief in the Cook County Chancery
Court on February 28, 1995, and an Amended Verified Complaint on
October 6, 1995. The Company filed a motion for summary judgment on
August 29, 1996, asking the Court for summary disposition of the case.
Pursuant to this motion, the Company received a partial refund of
$123,000 on February 10, 1997. The remaining issues raised by the
motion are still pending. If the Company's motion is not granted, it
is anticipated that a trial date may be scheduled. While the Company
believes that this matter will not have a material adverse effect on
its business, financial position or results of operations, the ultimate
resolution, which may occur within one year, could result in a loss of
up to $3.8 million.
On June 2, 1997, a lawsuit was filed in the federal district court
for the district of Connecticut against the Company by one of its mass
marketers who claims, among other matters, additional amounts owed in
connection with its past and current business relationship with the
Company. Discussions to resolve these matters are on going. On June
11, 1997, the court denied the marketer's motion for a temporary
restraining order, and on October 10, 1997, denied the marketer's
motion for a preliminary injunction. The marketer has appealed the
latter ruling to the United States Court of Appeals for the Second
Circuit, and that appeal is currently pending. The Company has
evaluated these claims and believes them to be without merit. The
Company believes that this matter will not have a material adverse
effect on its financial position or results of operations.
The Company is also a party to certain other claims, actions and
proceedings incidental to its business, none of which is expected to
have a material adverse effect on the business, financial position or
results of operations of the Company.
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<PAGE>
14. Quarterly Financial Data (unaudited)
Quarters Ended
--------------------------------------------
March 31 June 30 September 30 December 31
-------- ------- ------------ -----------
(in thousands, except per share amounts)
1997
----
Revenues $122,876 $128,101 $125,905 $130,716
Operating expenses 105,456 107,296 103,318 106,184
Operating income 17,420 20,805 22,587 24,532
Net income 9,407 11,271 11,902 13,180
Earnings per
share:
Basic 0.26 0.31 0.32 0.36
Diluted 0.26 0.31 0.32 0.35
1996
----
Revenues $ 73,442 $115,324 $117,701 $130,701
Operating expenses 62,139 99,871 102,974 116,964
Operating income 11,303 15,453 14,727 13,737
Net income 7,237 7,832 7,509 7,506
Earnings per
share:
Basic 0.20 0.22 0.21 0.21
Diluted 0.20 0.21 0.20 0.20
69
<PAGE>
15. Subsequent Events
On January 21, 1998, the Company and Gemstar announced plans to
form Interactive Prevue Guide, Inc. ("IPG"), a joint venture, majority-
owned by the Company, whose focus will be the marketing of a portfolio
of intellectual property, technology and data services for interactive
program guides to multi-channel video service providers. IPG will be
under the joint control of the Company and Gemstar. The Company will
account for its interest in IPG using the equity method. In addition,
upon closing of the transaction, a complete and final settlement
between the Company and StarSight, a wholly owned subsidiary of
Gemstar, in the parties' patent litigation pending in the United States
Federal Court, Northern District of Oklahoma is expected (See Note 13).
Effective February 1, 1998, Turner Vision, Inc. contributed its
retail C-band home satellite dish business' assets, obligations and
operations to SNG in return for an approximate 20% interest in SNG,
reducing the Company's and Liberty's ownership in SNG to approximately
40% each. The contribution was accounted for as a purchase. The
resulting joint venture is the nation's largest provider of programming
to C-band DTH satellite customers with approximately 1.2 million
subscribers. The Company will continue to manage SNG, which will
continue to be consolidated with the operating results of the Company.
On February 17, 1998, the Company announced plans to acquire
Liberty's approximate 40% interest in SNG as part of a transaction
subject to, among other things, stockholder approval. The transaction,
which also includes Liberty's business that distributes to cable
television systems and other multi-channel video distributors, four
network affiliates, one public broadcast station and one independent
television station, collectively known as Denver 6, and certain other
programming interests will be effected on a tax-free basis by UVSG
issuing 6,375,000 shares of Class A Common Stock.
On February 18, 1998, the Company announced plans for a two-for-
one split of the Company's Class A Common Stock and Class B Common
Stock to be effected in the form of a stock dividend of one additional
share of Class A Common Stock for each share of Class A Common Stock
outstanding and one additional share of Class B Common Stock for each
share of Class B Common Stock outstanding. The stock split is
contingent on stockholder approval to increase the number of authorized
shares of Class A Common Stock and Class B Common Stock.
70
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEMS 10 THROUGH 13.
Incorporated by Reference from the Sections entitled "Election of
Directors", "Executive Compensation", "Employment Agreements",
"Separation Agreements", "Security Ownership of Certain Beneficial
Owners and Management", "Compensation Committee Interlocks and Insider
Participation in Compensation Decisions" and "Certain Transactions" in
the Registrant's Proxy Statement for its Annual Meeting in 1998.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) 1. FINANCIAL STATEMENTS - The financial statements and schedules
listed in the Index to Consolidated Financial Statements and
Index to Financial Statement Schedules, which appear on
page 46, are filed as part of this annual report.
2. EXHIBITS - The exhibits listed in the Index to Exhibits,
which appears on pages 73 through 75, are filed as a part of
this annual report.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the fourth quarter of
1997.
71
<PAGE>
UNITED VIDEO SATELLITE GROUP, INC.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Amounts Balance
Balance at Charged Charged at
Beginning to to Other End of
Description of Period Expense Accounts Deductions Period
- ----------- --------- ------- -------- ---------- ------
Year ended
December 31, 1997:
Allowance for
doubtful
accounts $2,535 $ 521 $ -- $ 271 $2,785
Year ended
December 31,1996:
Allowance for
doubtful
accounts 1,788 1,140 1,969(1) 2,362 2,535
Year ended
December 31,1995:
Allowance for
doubtful
accounts 638 896 433(2) 179 1,788
(1) Amount represents the allowance for doubtful accounts
contributed by Liberty Media Corporation's Netlink division to
the retail C-Band home satellite dish venture.
(2) Amount represents the portion of the purchase price of
SSDS, Inc. allocated to the allowance for doubtful accounts.
72
<PAGE>
UNITED VIDEO SATELLITE GROUP, INC.
INDEX TO EXHIBITS
Exhibit
No. Exhibit Description
3.1 Restated Certificate of Incorporation of United Video
Satellite Group, Inc. (7)
3.2 Restated Bylaws of United Video Satellite Group, Inc. (9)
4.1 Specimen of Class A Common Stock certificate of United
Video Satellite Group, Inc. (2)
4.2 The Certificate of Incorporation and Bylaws of the Company
are filed as Exhibits 3.1 and 3.2.
10.1 Lease dated January 12, 1993 between Phillip Ruffin and UV
Corp. (Tulsa office facilities). (1)
10.2 Transponder Purchase Agreement for Galaxy V dated October
5, 1989 between Hughes Communications Galaxy, Inc. and
UVTV. (2)
10.3 C-4 Satellite Fully-Protected Transponder Service
Agreement dated February 7, 1990, between GE American
Communications, Inc. and Prevue Networks. (2)
10.4 * Form of Management Stock Appreciation Rights Agreement.
(1)
10.5 * Equity Incentive Plan. (3)
10.6 * First Amendment to the Equity Incentive Plan.
10.7 * United Video Satellite Group, Inc. Stock Option Plan for
Non-Employee Directors.
10.8 * Employment Agreement dated as of January 25, 1996, among
United Video Satellite Group, Inc. and Lawrence Flinn,
Jr. (7)
10.9 * Employment Agreement dated as of November 16, 1993
between United Video Satellite Group, Inc. and Roy L.
Bliss (3).
10.10* First Addendum and Amendment dated as of January 25, 1996,
to the Employment Agreement dated as of November 16,
1993, among United Video Satellite Group, Inc. and Roy
L. Bliss. (7)
10.11* Resignation Agreement dated February 18, 1997 for Roy L.
Bliss. (9)
10.12* Employment Agreement dated as of October 18, 1994 between
United Video Satellite Group, Inc. and Peter C. Boylan
III. (4)
10.13* First Addendum and Amendment dated as of January 25,
1996, to the Employment Agreement dated as of October
18, 1994, among United Video Satellite Group, Inc. and
Peter C. Boylan III. (7)
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10.14 Voting Agreement dated as of July 20, 1995, among United
Video Satellite Group, Inc. and certain shareholders of
SSDS. (5)
10.15 Registration Rights Agreement dated as of December 12,
1994, between SSDS and certain shareholders of SSDS.
(5)
10.16 SSDS Registration Rights Agreement dated as of July 20,
1994, between SSDS and certain shareholders of SSDS. (5)
10.17* SERP Deferred Compensation Plan (a continuation and
restatement of the United Video Management, Inc. and
Affiliates Employers' SERP Deferred Compensation Plan);
Trust under SERP Deferred Compensation Plan dated
September 29, 1995. (6)
10.18 Stockholder Agreement dated as of January 25, 1996, among
United Video Satellite Group, Inc. and Tele-
Communications, Inc. (7)
10.19 Agreement between United Video Satellite Group, Inc. and
Liberty Media Corporation dated as of August 9, 1996.
(8)
21.1 List of Subsidiaries of the Company.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Ernst & Young LLP.
27.1 Financial Data Schedule.
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* Management Compensation Plan
(1) Incorporated herein by reference from the Company's Registration
Statement on Form S-1 of United Video Satellite Group, Inc. filed
October 4, 1993; registration number 33-69838.
(2) Incorporated herein by reference from Amendment No. 1 to Form S-1
filed October 21, 1993; registration number 33-69838.
(3) Incorporated herein by reference from the Company's Annual Report
on Form 10-K for the year ended December 31, 1993; Commission
File Number 0-22662.
(4) Incorporated herein by reference from the Company's Annual Report
on Form 10-K for the year ended December 31, 1994, as amended by
Form 10-K/A (Amendment No. 1); Commission File Number 0-22662.
(5) Incorporated herein by reference from the Company's report on
Form 8-K dated July 20, 1995; Commission File Number 0-22662.
(6) Incorporated herein by reference from the Company's quarterly
report on Form 10-Q for the quarter ended September 30, 1995;
Commission File Number 0-22662.
(7) Incorporated herein by reference from the Company's report on
Form 8-K dated January 25, 1996; Commission File Number 0-22662.
(8) Incorporated herein by reference from the Company's report on
Form 8-K dated August 9, 1996; Commission File Number 0-22662.
(9) Incorporated herein by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1996;
Commission File Number 0-22662.
75
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
UNITED VIDEO SATELLITE GROUP, INC.,
a Delaware corporation
Dated: March 10, 1998 By: /s/ Peter C. Boylan III
------------------------------
Peter C. Boylan III
President and
Chief Operating Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
Signature Title/Position Held Date
- --------- ------------------- ----
/s/ Gary S. Howard
- ------------------------
Gary S. Howard Chairman of the Board March 10, 1998
and Chief Executive
Officer
/s/ Peter C. Boylan III
- ------------------------
Peter C. Boylan III President and Chief March 10, 1998
Operating Officer
and Director
/s/ Craig M. Waggy
- ------------------------
Craig M. Waggy Senior Vice President March 10, 1998
and Chief Financial
Officer (Principal
Accounting Officer)
/s/ Lawrence Flinn, Jr.
- ------------------------
Lawrence Flinn, Jr. Chairman Emeritus March 10, 1998
and Director
/s/ Robert R. Bennett
- ------------------------
Robert R. Bennett Director March 10, 1998
/s/ Leo J. Hindery
- ------------------------
Leo J. Hindery Director March 10, 1998
/s/ Larry E. Romrell
- ------------------------
Larry E. Romrell Director March 10, 1998
/s/ J. David Wargo
- ------------------------
J. David Wargo Director March 10, 1998
76
<PAGE>
EXHIBIT 10.6
FIRST AMENDMENT
TO
UNITED VIDEO SATELLITE GROUP, INC.
EQUITY INCENTIVE PLAN
This amendment to the United Video Satellite Group, Inc. Equity
Incentive Plan (the "Plan") is effective as of May 14, 1997.
RECITALS
1. As of November 16, 1993, United Video Satellite Group, Inc.,
a Delaware corporation (the "Company") adopted the Plan.
Article XIV of the Plan provides that the Board of Directors
of the Company may amend the Plan from time to time.
2. Pursuant to the power and right reserved under the Plan, the
Board of Directors of the Company hereby amends the Plan,
effective as of May 14, 1997, unless otherwise indicated,
as set forth below.
AMENDMENTS
1. Section 2.1(a) is hereby amended in its entirety to provide
as follows:
"(a) 'Affiliated Corporation' means any corporation or
other entity (including but not limited to a
partnership) that is affiliated with United Video
Satellite Group, Inc. through stock ownership or
otherwise and is treated as a common employer under the
provisions of sections 414(b) and (c) of the Code,
together with any parent or subsidiary of the Company as
defined in section 424 of the Code."
2. Section 2.1(e) is hereby amended by the addition thereto,
immediately following the first sentence, of the following:
"The Board may appoint more than one committee to
perform specific responsibilities under the Plan,
including the grant of Awards to specific groups of
employees, and the reference herein to the Compensation
Committee shall mean any such committee."
3. Effective as of January 1, 1997, section 4.2 is hereby
amended in its entirety to provide as follows:
"Any shares of Stock that are subject to an option that
expires or for any reason is terminated unexercised, any
shares of Stock that are subject to an Award (other than
an Option) and that are forfeited, and any shares of
Stock withheld for the payment of taxes or received by
the Company as payment of the exercise price of an
Option shall automatically become available for use
under the Plan, provided, however, that no more than
4,000,000 shares of Stock may be awarded pursuant to
Incentive Options."
1
<PAGE>
4. Article VI is hereby amended by the addition thereto, at the
end, of the following:
"Notwithstanding any other provision of this Plan, the
maximum number of shares of Stock that may be issued to
any one Participant during the term of this Plan
pursuant to all Awards shall be 800,000 shares of Stock,
provided, however, that Options issued under this Plan
as substitution or replacement options pursuant to a
reorganization shall not be counted against such limit,
and provided further, that the 800,000 share limit shall
be adjusted as provided in Articles IV and V to reflect
any transaction described therein."
5. Section 7.2(a) is hereby amended by deleting therefrom the
second sentence.
6. The last sentence of Section 9.4 is hereby amended in its
entirety to provide as follows:
"The amount payable to a Participant upon exercise of a
Stock Appreciation Right shall be paid either by company
check, by issuing shares of Stock to the Participant
with a Fair Market Value (determined as of the date of
exercise of the Stock Appreciation Right) equal to the
amount payable to the Participant, or a combination
thereof, as determined by the Committee in its sole
discretion, within the time period specified in Section
9.3."
7. Article X is hereby amended by the addition thereto, after
the end of the first sentence, of the following:
"The Compensation Committee may also, in its sole
discretion, grant shares of Stock under this Plan as
payment for all or any portion of other incentive
compensation arrangements for employees of the Company."
IN WITNESS WHEREOF, this First Amendment has been executed this
17th day of April, 1997 to be effective as of May 14, 1997.
ATTEST: UNITED VIDEO SATELLITE GROUP, INC.
/s/ Charles Butler Ammann By: /s/ Peter C. Boylan III
- ---------------------------- -----------------------------
Charles Butler Ammann Peter C. Boylan III
2
<PAGE>
Exhibit 10.7
UNITED VIDEO SATELLITE GROUP, INC.
STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
Effective April 24, 1996
1
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TABLE OF CONTENTS
ARTICLE I GENERAL 3
1.1 Definition 3
1.2 Nature of Options 3
ARTICLE 11 OPTIONS 4
2.1 Participation 4
2.2 Grant 4
2.3 Terms 4
ARTICLE 111 AUTHORIZED STOCK 6
3.1 The Stock 6
3.2 Adjustments for Stock Split, Stock Dividend,
Etc. 6
3.3 Adjustments for Distributions of Indebtedness,
Securities or Assets 6
3.4 No Rights as Stockholder 6
3.5 Factional Shares 6
ARTICLE IV CORPORATE REORGANIZATION; CHANGE OF CONTROL 7
4.1 Reorganization 7
4.2 Required Notice 7
4.3 Acceleration of Exercisability 7
4.4 Change of Control 7
ARTICLE V GENERAL PROVISIONS 8
5.1 Expiration 8
5.2 Amendments, Etc. 8
5.3 Treatment of Proceeds 8
5.4 Effectiveness 8
5.5 Fair Market Value 8
5.6 Section Headings 9
5.7 Severability 9
5.8 Rule 16b-3 9
2
<PAGE>
UNITED VIDEO SATELLITE GROUP, INC.
STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
The board of directors of United Video Satellite Group, Inc., a
Delaware corporation (the "Company"), hereby establishes the United
Video Satellite Group, Inc. Stock Option Plan for Non-Employee
Directors (the "Plan"), effective April 24, 1996 (the "Effective
Date"), subject to approval of the Company's stockholders.
PURPOSES
The purposes of the Plan are to provide to certain directors of
the Company, who are not also employees of the Company, added incentive
to continue in the service of the Company and a more direct interest in
the future success of the operations of the Company by granting to such
directors options ("Options") to purchase shares of the $0.01 par value
Class A common stock (the "Stock") of the Company upon the terms and
conditions described below.
ARTICLE I
GENERAL
1.1 Definition. For purposes of the Plan and as used herein, a
"non-employee director" is an individual who (a) is a member of the
Board of Directors of the Company (the "Board") and (b) is not an
employee of the Company. For purposes of the Plan, an employee is an
individual who receives wages from the Company that are subject to
withholding of federal income tax under section 3401 of the Internal
Revenue Code of 1986, as amended from time to time (the "Code"). A non-
employee director to whom an Option is granted is referred to herein as
a "Holder."
1.2 Nature of Options. The Options granted hereunder shall be
options that do not satisfy the requirements of section 422 of the
Code.
3
<PAGE>
ARTICLE II
OPTIONS
2.1 Participation. The non-employee directors on the Effective
Date and each non-employee director elected thereafter shall receive
Options to purchase Stock in accordance with Section 2.2 on the terms
and conditions herein described.
2.2 Grant.
(a) Initial Grant. Each individual who is a non-employee
director on the Effective Date shall automatically receive an Option to
purchase 15,000 shares of Stock.
(b) Newly-Elected Directors. Each non-employee director
who is newly elected to the Board after the Effective Date shall
automatically receive, at the time of such election, an Option to
purchase shares of Stock if shares are then available for grant
hereunder. Each Option granted pursuant to this Section 2.2(b) shall
entitle the newly elected non-employee director to purchase
15,000 shares of Stock, unless insufficient shares are available for
grant, in which case such director shall receive an Option to purchase
the number of shares available for grant (if the sole director elected)
or an Option to purchase his or her pro rata portion of the shares that
are available for grant (if more than one director is elected at that
time).
(c) Date of Grant. The date on which a non-employee
director receives an Option hereunder is referred to as the date of
grant of such Option.
(d) Option Agreements. Each Option granted under the Plan
shall be evidenced by a written stock option agreement (an "Option
Agreement") with the non-employee director to whom the Option is
granted. The Option Agreement shall incorporate and conform to the
terms and conditions set forth herein.
2.3 Terms. Options issued pursuant to the Plan shall have the
following terms and conditions in addition to those set forth elsewhere
herein:
(a) Number. Each non-employee director shall receive
under the Plan, Options to purchase the number of shares of Stock
specified in Section 2.2, subject to adjustment as provided in
Article III. Such grants shall be effective at the times specified in
Section 2.2.
(b) Price. The price at which each share of Stock
covered by the Option may be purchased by each non-employee director
shall be the Fair Market Value (as defined in Section 5.5) of the Stock
on the date the Company's stockholders approve adoption of the Plan (in
the case of the initial grants hereunder) or on the date the non-
employee director is newly elected to the Board (in the case of all
other grants), in each case subject to adjustment as provided in
Article III.
(c) Duration of Options. The period within which each
Option may be exercised shall expire ten years from the date the Option
is granted (the "Option Period"), unless terminated sooner pursuant to
subsection (d) below or fully exercised prior to the end of such
period.
(d) Termination of Service, Death, Etc. The Option shall
terminate in the following circumstances if the Holder ceases to be a
director of the Company:
(i) If the Holder is removed as a director of the
Company during the Option Period for cause, the Option shall be void
thereafter for all purposes.
(ii) If the Holder ceases to be a director of the
Company on account of disability within the meaning of Section 22(e)(3)
of the Code, the Option may be exercised by the Holder within six
months following the date on which the Holder ceased to be a director
(if otherwise within the Option Period), but not thereafter. In any
such case, the Option may be exercised only as to the shares as to
which the Option had become exercisable on or before the date the
Holder ceased to be a director.
(iii) If the Holder dies during the Option Period
while still serving as a director or within either of the periods
referred to in Section 2.3(d)(ii) or (iv), the Option may be exercised
by those entitled to do so under the Holder's will or by the laws of
descent and distribution within the six month period following the
Holder's death (if otherwise within the Option Period), but not
thereafter. In any such case, the Option may be exercised only as to
the shares as to which the Option had become exercisable on or before
the date the Holder ceased to be a director.
(iv) If the Holder ceases to be a director within
the Option Period for any reason other than removal for cause,
disability or death, the Option may be exercised by the Holder within
three months following the date of such termination (if otherwise
within the Option Period), but not thereafter. In any such case, the
Option may be exercised only as to the shares as to which the Option
had become exercisable on or before the date the Holder ceased to be a
director.
4
<PAGE>
(e) Transferability, Exercisability. Each Option granted
under the Plan shall not be transferable by a Holder other than by will
or the laws of descent and distribution and shall be exercisable during
the Holder's lifetime only by the Holder or, in the event of disability
or incapacity, by the Holder's guardian or legal representative.
Notwithstanding any other provision of the Plan, no Option may be
exercised unless and until the Plan is approved by the stockholders of
the Company in accordance with Section 5.4.
(f) Exercise, Payments, Etc.
(i) The method for exercising each Option granted
shall be by delivery to the Company (at the office of its general
counsel or chief legal officer) of written notice specifying the number
of shares with respect to which the Option is exercised. The purchase
of Stock pursuant to the Option shall take place at the principal
office of the Company within thirty days following delivery of such
notice, at which time the purchase price of the Stock shall be paid in
full by any of the methods set forth in Section 2.3(f)(ii) or a
combination thereof. If the purchase price is paid by means of a
broker's loan transaction as described in clause (C) of
Section 2.3(f)(ii), in whole or in part, the closing of the purchase of
the Stock under the Option shall take place on the date on which, and
only if, the sale of Stock upon which the broker's loan was based has
been closed and settled, unless the Holder makes an irrevocable written
election, at the time of exercise of the Option, to have the exercise
treated as fully effective for all purposes upon receipt of the
purchase price by the Company regardless of whether or not the sale of
the Stock by the broker is closed and settled. A properly executed
certificate or certificates representing the Stock shall be delivered
to the Holder upon payment therefor. If Options on less than all
shares evidenced by an Option Agreement are exercised, the Company
shall deliver a new Option Agreement evidencing the Option on the
remaining shares on delivery of the outstanding Option Agreement for
the Option being exercised.
(ii) The exercise price shall be paid by any of the
following methods or any combination of such methods, at the option of
the Holder: (A) wire transfer of funds to an account designated by the
Company; (B) certified, cashier's or other check acceptable to the
Company, payable to the order of the Company; or (C) delivery to the
Company of irrevocable instruments to a broker to deliver promptly to
the Company the amount of sale or loan proceeds required to pay the
purchase price of the Stock; or (D) delivery to the Company of
certificates representing the number of shares of Stock then owned by
the Holder, the Fair Market Value of which (determined as of the date
the notice of exercise is delivered to the Company) equals the price of
the Stock to be purchased pursuant to the Option, properly endorsed for
transfer to the Company. No Option may be exercised by delivery to the
Company of certificates representing Stock that has been held by the
Option Holder for less than six months or such other period as shall be
necessary for the Company to avoid, if possible, the recognition of
expense with respect to the Option for accounting purposes.
(g) Vesting; Service Required for Exercise. Except as
set forth in Sections 2.3(d), 4.3, 4.4 and 5.4, each Option shall vest
and become exercisable in increments after each year of continuous
service by the Holder as a non-employee director of the Company
commencing with the one-year anniversary of continuous service from the
date of grant. The number of shares as to all or part of which the
Option may be exercised after one year of continuous service as a non-
employee director after the date of grant shall be 20% of the total
number of shares covered by the Option, with an additional 20% being
exercisable after each additional year of continuous service as a non-
employee director through the fifth year of continuous service
following the date of grant. Except as set forth in Sections 2.3(d),
4.3 and 4.4, the Option shall not be exercisable as to any shares as to
which the continuous service requirement has not been satisfied,
regardless of the circumstances under which the Holder ceased to be a
director. The number of shares as to which the Option may be exercised
shall be cumulative, so that once the Option becomes exercisable as to
any shares it shall continue to be exercisable as to those shares until
expiration or termination of the Option as provided in the Plan.
5
<PAGE>
ARTICLE III
AUTHORIZED STOCK
3.1 The Stock. The total number of shares of Stock as to which
Options may be granted pursuant to the Plan shall be 165,000 in the
aggregate. The number of shares of Stock authorized for grant
hereunder shall be adjusted in accordance with the provisions of
Section 3.2. Shares of Stock underlying expired or canceled and
unexercised Options shall again be available for grant under the Plan.
However, shares surrendered to the Company in payment of an Option
exercise price shall not increase the number of shares available for
grant as Options under the Plan. The Company shall at all times
reserve a sufficient number of shares of Stock, or otherwise assure
itself of its ability to perform its obligations hereunder.
3.2 Adjustments for Stock Split, Stock Dividend, Etc. If the
Company shall at any time increase or decrease the number of its
outstanding shares by means of payment of a stock dividend or any other
distribution upon such shares payable in Stock, or through a stock
split, subdivision, consolidation, combination, reclassification or
recapitalization involving the Stock, or change in any way the rights
and privileges of such shares, then the numbers, rights and privileges
of the following shall be increased, decreased or changed in like
manner as if the corresponding shares had been issued and outstanding,
fully paid and nonassessable at the time of such occurrence: (a) the
shares as to which Options may be granted under the Plan; (b) the
shares that a non-employee director shall receive upon the grant of an
Option hereunder; and (c) the shares then subject to each outstanding
Option. Upon any occurrence described in this Section 3.2, the total
Option Price under each then outstanding Option shall remain unchanged
but shall be apportioned ratably over the increased or decreased number
of shares subject to the Option.
3.3 Adjustments for Certain Distributions. If the Company at
any time distributes to all holders of Stock shares of its capital
stock, evidences of indebtedness, securities or assets (excluding cash
dividends or cash distributions payable out of capital surplus and
dividends or other distributions referred to in Section 3.2), then the
exercise price per share of Stock for each outstanding Option shall be
adjusted to reflect the value of the capital stock, indebtedness,
securities or assets distributed. In each such case, the Company shall
provide for the delivery upon exercise of such Option of cash in an
amount equal to the difference between the Fair Market Value of a share
of Stock on the first trading day the Stock trades without the right to
receive the distribution and the Fair Market Value of a share of Stock
on the last trading day the Stock trades with the right to receive the
distribution.
3.4 No Rights as Stockholder. A Holder shall have none of the
rights of a stockholder with respect to the shares subject to an Option
until the date the Option is properly exercised. Except as provided in
this Article III, no adjustment shall be made for dividends, rights or
other property distributed to stockholders (whether ordinary or
extraordinary) for which the record date is prior to the date the
Option is so exercised pursuant to Section 2.3(f).
3.5 Fractional Shares. No adjustment or substitution provided
for in this Article III shall require the Company to issue a fractional
share. The total substitution or adjustment with respect to each
Option shall be limited by deleting any fractional share.
6
<PAGE>
ARTICLE IV
CORPORATE REORGANIZATION; CHANGE OF CONTROL
4.1 Reorganization. Upon the occurrence of any of the following
events, if the notice required by Section 4.2 shall have first been
given, the Plan and all Options then outstanding hereunder shall
automatically terminate and be of no further force and effect
whatsoever, without the necessity for any additional notice or other
action by the Board or the Company: (a) the merger or consolidation of
the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification or change
of outstanding shares of Stock); or (b) the sale or conveyance of the
property of the Company as an entirety or substantially as an entirety
(other than a sale or conveyance in which the Company continues as a
holding company of an entity or entities that conduct the business or
businesses formerly conducted by the Company); or (c) the dissolution
or liquidation of the Company.
4.2 Required Notice. At least 30 days' prior written notice of
any event described in Section 4.1 shall be given by the Company to
each Holder, unless in the case of the events described in clauses (a)
or (b) of Section 4.1, the Company, or the successor or purchaser, as
the case may be, shall make adequate provision for the assumption of
the outstanding Options or the substitution of new options for the
outstanding Options on terms comparable to the outstanding Options
except that the Holder of each Option then outstanding shall have the
right thereafter to purchase the kind and amount of shares of stock or
other securities or property or cash receivable upon such merger,
consolidation, sale or conveyance by a holder of the number of shares
of Stock that would have been receivable upon exercise of the Option
immediately prior to such merger, consolidation, sale or conveyance
(assuming such holder of Stock failed to exercise any rights of
election and received per share the kind and amount received per share
by a majority of the non-electing shares). The provisions of this
Article IV shall similarly apply to successive mergers, consolidations,
sales or conveyances. Such notice shall be deemed to have been given
when delivered personally to a Holder or when mailed to a Holder by
registered or certified mail, postage prepaid, at such Holder's address
last known to the Company.
4.3 Acceleration of Exercisability. Subject to Section 5.4,
Holders notified, in accordance with Section 4.2, of a transaction with
a third party not controlled by Tele-Communications, Inc. ("TCI") or
its affiliates may exercise their Options at any time before the
occurrence of the event requiring the giving of notice (but subject to
occurrence of such event), regardless of whether all conditions of
exercise relating to length of service as a director have been
satisfied.
4.4 Change of Control. If a Change in Control (as defined
below) occurs, all Options shall become exercisable in full, regardless
of whether all conditions of exercise relating to continuous service
have been satisfied. A "Change in Control" is deemed to have occurred
if (a) a person (as such term is used in Section 13(d) of the Exchange
Act) becomes the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of shares of the Company having 50% or more of the total
number of votes that may be cast for the election of directors of the
Company; or (b) individuals who constitute the directors of the Company
at the beginning of a 24-month period cease to constitute at least 2/3
of all directors at any time during such period, unless the election of
any new or replacement directors was approved by a vote of at least a
majority of the members of the Board in office immediately prior to
such period and of the new and replacement directors so approved.
Notwithstanding anything to the contrary in this Section 4.4, no Option
will become exercisable by virtue of the occurrence of a Change in
Control if the Holder of that Option or any group of which that Holder
is a member is the person whose acquisition constituted the Change in
Control, and no Change of Control shall be deemed to have occurred upon
the transfer of beneficial ownership of shares of the Company between
or among persons that are affiliates of TCI so long as TCI or an
affiliate thereof controls the Company.
7
<PAGE>
ARTICLE V
GENERAL PROVISIONS
5.1 Expiration. The Plan shall terminate whenever the Board
adopts a resolution to that effect. After termination, no additional
Options shall be granted under the Plan, but the Company shall continue
to recognize Options previously granted.
5.2 Amendments, Etc. The Board may from time to time amend,
modify, suspend or terminate the Plan. Nevertheless, no such
amendment, modification, suspension or termination shall impair any
Option theretofore granted under the Plan or deprive any Holder of any
shares of Stock that he may have acquired through or as a result of the
Plan without the consent of the Holder. The Plan may not be amended
more than once every six months with respect to the persons entitled to
be granted Options hereunder, the timing of grants for participants,
the number of shares of Stock to be granted as Options to individual
participants or the price thereof, other than amendments necessary to
comport with changes in the Code or the rules and regulations
thereunder. The Company shall obtain the approval of stockholders to
any amendment or modification of the Plan to the extent required by
Rule 16b-3 (or any successor applicable rule) or by the listing
requirements of Nasdaq or any stock exchange on which the Company's
securities are quoted or listed for trading.
5.3 Treatment of Proceeds. Proceeds from the sale of Stock
pursuant to Options granted under the Plan shall constitute general
funds of the Company.
5.4 Effectiveness. This Plan shall be effective on the
Effective Date, subject to approval by the affirmative votes of the
holders of a majority of the shares of the Company present or
represented and entitled to vote at a meeting duly held in accordance
with law within one year following the Effective Date. If the
stockholders of the Company do not approve the Plan as specified above,
Options granted under the Plan shall be deemed to be rescinded without
any further action by the Board or the Company, and the Plan shall
automatically terminate.
5.5 Fair Market Value. The "Fair Market Value" of a share of
Stock shall be the last reported sale price of the Stock on Nasdaq on
the day the determination is to be made, or if no sale took place on
such day, the average of the closing bid and asked prices of the Stock
on Nasdaq on such day, or if the market is closed on such day, the last
day prior to the date of determination on which the market was open for
the transaction of business, as reported by Nasdaq. If, however, the
Stock should be listed or admitted for trading on a national securities
exchange, the Fair Market Value of a share of the Stock shall be the
last sales price, or if no sales took place, the average of the closing
bid and asked prices on the day the determination is to be made, or if
the market is closed on such day, the last day prior to the date of
determination on which the market was open for the transaction of
business, as reported in the principal consolidated transaction
reporting system for the principal national securities exchange on
which the Stock is listed or admitted for trading. If the Stock is not
listed or traded on Nasdaq or on any national securities exchange, the
Fair Market Value for purposes of the grant of Options under the Plan
shall be determined by the Board in good faith.
8
<PAGE>
5.6. Section Headings. The Section headings are included herein
only for convenience, and they shall have no effect on the
interpretation of the Plan.
5.7 Severability. If any article, section, subsection or
specific provision is found to be illegal or invalid for any reason,
such illegality or invalidity shall not affect the remaining provisions
of the Plan, and the Plan shall be construed and enforced as if such
illegal and invalid provision had never been set forth in the Plan.
5.8 Rule 16b-3. This Plan is intended to comply with the
requirements of Rule 16b-3 and any successor applicable rule so that
Options granted under the Plan will not affect the status of non-
employee directors as disinterested persons and that such grants will
otherwise satisfy the requirements of such rules. To the extent the
Plan does not conform to such requirements, it shall be deemed amended
to so conform without any further action on the part of the Board of
Directors or stockholders.
Adopted as of April 24, 1996.
UNITED VIDEO SATELLITE GROUP, INC.,
a Delaware corporation
By: /s/ Lawrence Flinn, Jr.
-----------------------------------
Lawrence Flinn, Jr.
Chairman and Chief Executive Officer
9
<PAGE>
Exhibit 21.1
LIST OF SUBSIDIARIES OF THE REGISTRANT
STATE OF
NAME INCORPORATION
---- -------------
DirectCom Networks, Inc. Delaware
Prevue Interactive, Inc. Delaware
Prevue International, Inc. Delaware
Prevue Networks, Inc. Delaware
Prevue Ventures, Inc. Delaware
SSDS, Inc. Colorado
Sneak Prevue, L.L.C. Delaware
SpaceCom Systems, Inc. Delaware
Superstar/Netlink Group, L.L.C. Delaware
United Video Network Sales, Inc. Delaware
UV Corp. Delaware
UVSG Companies (General Partnership) Oklahoma
UVSG Interactive, Inc. Delaware
UVSG Technology Ventures, Inc. Delaware
1
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
United Video Satellite Group, Inc.:
We consent to the incorporation by reference in the registration
statements (No. 33-72272, No. 333-2866 and No. 333-2978) on Form S-8 of
United Video Satellite Group, Inc. of our report dated February 20,
1998, relating to the consolidated balance sheet of United Video
Satellite Group, Inc. and subsidiaries as of December 31, 1997, and the
related consolidated statements of income, changes in stockholders'
equity and cash flows for the year then ended and the related financial
statement schedule, which report appears in the December 31, 1997
annual report on Form 10-K of United Video Satellite Group, Inc.
KPMG Peat Marwick LLP
Tulsa, Oklahoma
March 9, 1998
1
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated
February 10, 1997, with respect to the consolidated financial
statements and schedules of United Video Satellite Group, Inc. included
in the Annual Report (Form 10-K) for the year ended December 31, 1997,
in the following registration statements and related prospectuses.
Stock Option Plan for Form S-8 File No. 33-72272
Non-Employee Directors,
The Equity Incentive
Plan and the Stock
Option Assumption
Agreements of United
Video Satellite
Group, Inc.
United Video Satellite Form S-8 File No. 333-2866
Group, Inc. 401(k) Plan
United Video Satellite Form S-8 File No. 333-2978
Group, Inc. Stock Option
Plan for Non-Employee
Directors
Ernst & Young LLP
Tulsa, Oklahoma
March 9, 1998
1
<PAGE>
<TABLE> <S> <C>
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME INCLUDED IN
THE ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1997 OF UNITED
VIDEO SATELLITE GROUP, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<NAME> UNITED VIDEO SATELLITE GROUP, INC.
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