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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, 1998
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
TV GUIDE, 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. [ X ]
The aggregate market value of voting stock held by non-affiliates of
the registrant was $577,436,039 as of March 29, 1999.
Number of shares outstanding of each of the registrant's classes of
common stock as of March 29, 1999:
TITLE OF CLASS NUMBER OF SHARES
Class A Common Stock $.01 Par Value 76,988,146
Class B Common Stock $.01 Par Value 74,993,176
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1
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PART I
ITEM 1. BUSINESS
TV Guide, Inc.(formerly United Video Satellite Group, Inc.) is a
media and communications company that provides print, passive and
interactive program listings guides to households, distributes
programming to cable television systems and direct-to-home satellite
providers, and markets satellite-delivered programming to C-band
satellite dish owners. Unless the context otherwise requires, the terms
"Company" and "TVG" refer to the business of TV Guide, Inc. and its
consolidated subsidiaries.
Recent Events
On March 1, 1999, TVG acquired from Liberty Media Corporation, a
wholly owned subsidiary of Tele-Communications, Inc., the stock of
three of its subsidiaries that indirectly owned approximately 40% of
Superstar/Netlink Group LLC (bringing TVG's ownership interest in SNG
to approximately 80%) and Liberty's Netlink Wholesale Division, which
includes a business that provides the Denver 6 services and a separate
business that sells programming packages to satellite master antenna
television systems serving hotels and multi-unit dwellings (the
"Liberty Transaction"). Liberty received 12,750,000 shares of TVG Class
B Common Stock as consideration.
Immediately after closing the Liberty Transaction, TVG acquired
from a subsidiary of The News Corporation Limited, the stock of certain
corporations (the "TV Guide Transaction") which publish TV Guide
Magazine and other printed television program listings guides and
distribute, through the Internet, an entertainment service known as TV
Guide Online (formerly TV Guide Entertainment Network or TVGEN). A
subsidiary of News Corp. received 22,503,412 shares of TVG Class A
Common Stock, 37,496,588 shares of TVG Class B Common Stock and $800
million in cash as consideration. In addition, the subsidiary of News
Corp. acquired 6,534,108 additional shares of TVG Class A Common Stock
for approximately $129 million. The $800 million cash consideration
portion of the TV Guide Transaction was funded from the following
sources:
- net proceeds from the sale of $400 million of 8 1/8% senior
subordinated notes due 2009,
- $185 million from borrowings under a bank revolving credit
facility,
- $129 million net proceeds from the sale of stock to News Corp.
and
- the remainder from TVG's existing cash balances.
Liberty and News Corp. each directly or indirectly own
approximately 44% of the issued and outstanding common stock of TVG
representing approximately 98% (approximately 49% each) of the total
voting power of TVG common stock.
News Corp. is a diversified international communications company
principally engaged in the production and distribution of motion
pictures and television programming; television, satellite and cable
broadcasting; publication of newspapers, magazines and books;
production and distribution of promotional and advertising products and
services; development of digital broadcasting; development of
conditional access and subscriber management systems; and the provision
of computer information services.
Telecommunications, Inc. is one of the largest cable television
operators in the U.S. Liberty is a wholly owned subsidiary of TCI and
holds most of TCI's investments in cable programming, technology and
telecommunications companies, including TVG, and non-U.S. cable
television and telecommunications companies. On March 9, 1999, AT&T
Corp. acquired TCI in a merger transaction in which TCI became a wholly
owned subsidiary of AT&T.
Under a stockholders agreement entered into in connection with the
TV Guide Transaction, TCI, Liberty and News Corp. and certain of their
subsidiaries have agreed that each stockholder or group of related
stockholders that are party to such agreement shall be entitled to
designate one member of the Company's Board of Directors for each 12.5%
of the TVG Class B Common Stock owned by such stockholder or group, and
the other parties to such agreement would vote their shares of common
stock in favor of the election of such designees as director. Based on
their relative share ownership following the TV Guide Transaction, each
of Liberty and News Corp. were entitled to designate four members of
the Board of Directors. The eight members so designated will appoint
two persons who are independent directors within the meaning of the
rules of the Nasdaq Stock Market.
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Organization
TVG is organized into three operating groups: TV Guide Magazine
Group; TV Guide Entertainment Group; and United Video Group.
The TV Guide Magazine Group provides TV Guide Magazine, the most
widely circulated paid weekly magazine in the U.S., to households and
newsstands. Printed in over 175 separate editions, it had circulation
of approximately 12 million as of December 31, 1998. In addition, the
TV Guide Magazine Group provides customized monthly program guides for
cable and satellite operators and includes TVG's international
operations, providing guidance products and services to cable
television and other multi-channel video programming distributors
located predominantly in Canada and Latin America.
The TV Guide Entertainment Group 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 TV Guide Channel (formerly Prevue
Channel), offered through its TV Guide Networks subsidiary, and Sneak
Prevue, offered through Sneak Prevue LLC, a joint venture owned 72% by
TVG. Through its TV Guide 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. The TV Guide
Entertainment Group also provides TV Guide Online, an Internet-based
program listings guide.
The United Video Group provides direct-to-home satellite services,
satellite distribution of video entertainment services, software
development and systems integration services and satellite transmission
services for private networks. Through Superstar/Netlink Group LLC
("SNG"), a consolidated joint venture owned approximately 80% by TVG's
Superstar Satellite Entertainment division, TVG markets satellite
entertainment programming to C-band direct-to-home satellite dish
owners in North America. In addition, Superstar provides certain
billing and telemarketing services to other companies in the C-band
industry. TVG's UVTV division 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". In
addition, UVTV offers six Denver-based television channels -
collectively known as the Denver 6 - and programming packages to
satellite master antenna television systems. Through SSDS, Inc., TVG
provides software development and systems integration services to large
organizations with complex computer needs. TVG owns approximately 70%
of SSDS. TVG's SpaceCom subsidiary 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.
TVG has evaluated and expects to continue to evaluate possible
strategic acquisitions, dispositions and joint ventures, some of which
may be significant, on an on-going basis. TVG is considering disposing
of, or entering into joint ventures with respect to some non-strategic
assets, including SNG, SSDS and SpaceCom. TVG is currently in
discussions with several parties regarding a possible sale of the SNG
business and certain other assets or a strategic marketing alliance or
other transaction consistent with TVG's strategy of converting its C-
band business into an equity position in a direct broadcast satellite
company.
The principal executive offices of TVG are located at 7140 South
Lewis Avenue, Tulsa, Oklahoma 74136-5422, and its telephone number is
(918) 488-4000.
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TV Guide Magazine Group
TV Guide Magazine
The Company publishes TV Guide Magazine, the most widely
circulated paid weekly magazine in the United States. As of December
31, 1998, it had a circulation of approximately 12 million. According
to MediaMark Research, Inc., TV Guide Magazine reaches over 35 million
readers each week. The Company publishes over 175 separate editions of
its magazines weekly, including geographic and cable specific editions.
TV Guide Magazine was first published in 1953. The Company also
publishes monthly The Cable Guide, which has approximately 4 million
subscribers. In addition, the Company's custom publishing unit produces
a monthly pay-per-view guide for more than 200 cable systems in the
United States.
TV Guide Magazine provides both comprehensive television listings,
including guides related to cable and satellite programming and feature
articles relating to programming, entertainers and the entertainment
industry. The listings section provides readers with daily schedules
and descriptions of television programming distributed by local
television stations and national and regional television networks. The
Company believes TV Guide's listings provide substantially more
information than the listings found in newspaper supplements and other
printed television listings. In an effort to ensure that TV Guide's
program descriptions are complete and informative, writers are assigned
to specific television programs to screen content and read scripts.
The feature section of the magazine provides insight into the
television and entertainment programming and personalities for the
readers. The feature articles have covered a range of topics from the
rise of violence on television and its effect on young viewers to
reviews of the latest mini-series. TV Guide Magazine also includes
sections such as Insider, Star Style, Cheers & Jeers, Hollywood
Grapevine and The Web Page. In addition, the magazine offers pull-out
sections for special events such as the Olympics and the start of the
NFL and the NASCAR seasons.
TV Guide creatively uses cover art and photography to capture both
the star quality and the individual personalities of television's top
stars to generate reader interest and to increase single copy sales
both regionally and nationally. The Company also uses regional covers
to generate local interest.
TV Guide Magazine's circulation is derived from four primary
sources: new subscriptions (through insert cards in TV Guide Magazine,
direct mail and direct mail agents), subscription renewals, cable
television and satellite customer subscriptions and newsstand sales.
Recent declines in circulation due to slower new subscriber growth,
lower renewal rates and reduced newsstand sales have been partially
offset by increased cable television and satellite customer additions.
However, the declines in circulation may continue and such declines
could be significant which could have a material adverse effect on the
financial performance of the Company. TV Guide Magazine attracts new
subscribers to its cable specific editions through the continued
customization of the magazine for regional cable systems and through
customer marketing programs in conjunction with the country's largest
multiple system operators ("MSOs"). Consistent with the experience of
other magazine publishers, TV Guide Magazine newsstand sales have
decreased in recent years due to industry conditions such as the
proliferation of magazine titles available for sale and changing buying
habits of magazine consumers.
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In the year ended December 31, 1998, TV Guide Magazine carried
3,070 total advertising pages. The national feature section, which has
traditionally attracted general appeal category advertisers such as
food, drug, automobile, entertainment and packaged goods companies,
carried approximately 29% of such pages. Network and cable tune-in
advertising, traditionally included in the listings section, comprised
47% of total advertising pages; and insert advertising represented
approximately 24% of such pages. TV Guide Magazine sells advertising
principally through an internal advertising sales force. Advertisers
may purchase pages on either a national or regional basis (i.e., in
some but not all of TV Guide Magazine's editions) in accordance with
their needs.
Printed TV Guide products are sourced to nine independent
commercial printers located throughout the United States. The Company
believes that there is an adequate supply of alternative printing
services available to publish TV Guide Magazine at competitive prices
should the need arise. The principal raw materials used in the
publication of TV Guide Magazine are coated and uncoated paper. Paper
prices are affected by a variety of factors, including demand,
capacity, pulp supply and general economic conditions. TV Guide
Magazine's operating performance is largely dependent on the price of
coated and uncoated paper. The Company does not hedge against increases
in paper costs. The price of paper began to rise around mid-year 1994
and continued to rise more dramatically in 1995 and early 1996. In mid-
1996 paper prices began to fall, then increased moderately in 1997 and
1998. Although the Company intends to continue to use News Corp.'s
bulk paper procurement services after the TV Guide Transaction, paper
prices may increase. Postage for product distribution and direct mail
solicitations is also a significant expense to TV Guide Magazine.
Postal rates increased in January 1999 and may increase in the future.
Murdoch Magazines Distribution, Inc. ("MMDI"), a wholly owned
subsidiary, provides newsstand distribution for TV Guide Magazine as
well as for other magazines. As a distributor, MMDI facilitates the
distribution of magazines to wholesalers, provides market and product
placement advice, assists publishers in managing inventories, and
provides administrative support such as billing and collection
services. The main source of MMDI's revenue is commissions earned from
publishers using its services.
Competition
The Company's printed program listings guide services have the
following primary sources of competition: television listings included
in local and national newspapers, as well as free supplements in Sunday
newspapers; niche cable-guide publications; general entertainment and
other magazines and television programming focused on television stars
and programs; and electronic, interactive and on-line programming
guides, including those offered by the Company. The Company believes
that these additional guidance alternatives as well as the general
proliferation of magazine titles for sale have caused a decline in
recent years in the weekly circulation of TV Guide Magazine. The
increasing presence of electronic, interactive and online program
listings guides has created additional competition across all of the
Company's distribution platforms. For example, programming distributors
operating single-system program guides and electronic program guides in
general provide competition not just for the Company's electronic
services but also for its printed magazines.
The TV Guide acquisition, as well as any future acquisitions,
involves special risks, including: diversion of management attention;
difficulties in improving or assimilating the operations, technologies
and services of the acquired entity; the risk of entering into markets
or services where TVG has limited direct prior experience or where
competitors have stronger market positions or name-recognition. TVG has
no prior experience in the printing or publication business and has
never consummated a transaction the size of the TV Guide Transaction.
To integrate successfully TV Guide's business, the Company may need to
implement enhanced operational, distribution, financial and information
systems and may require additional employee and management, operational
and financial resources.
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TV Guide Entertainment Group
On-screen Program Promotion and Guide Services
TV Guide Channel and Sneak Prevue
TV Guide Channel
In 1988, TVG established its TV Guide Channel (then Prevue Guide
and subsequently Prevue Channel), offering programming distributors
continuously updated on-screen video and text information which
promotes the distributors' programs and provides program schedule
information to its subscribers. The Company recently relaunched this
product under the TV Guide Channel brand name, furthering the Company's
strategy of leveraging the TV Guide brand name. TV Guide Channel, with
only nominal content, generated prime time Nielsen ratings of 0.5
during the fourth quarter of 1998, tying VH-1 and ESPN2, and beating
CNN Headline News Network and The Weather Channel.
TV Guide Channel is typically included in a basic package offered
by programming distributors to their subscribers and viewers need no
special equipment (converters or sidecars) to receive the channel. TV
Guide Channel is an information source for all of the system's channel
offerings. The screen for TV Guide 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. A programming distributor may
choose different promotional strategies for different times of the day
and can adjust the rotation of video clips accordingly.
TV Guide Channel delivers its text and video components to systems
via satellite to the MSOs' headends. The Company supplies each system
with 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. This ability to provide
localized content through system-specific tagging capabilities
distinguishes the Company from other program listings guide companies.
The Company markets and sells TV Guide Channel through its TV
Guide Affiliate Sales subsidiary to programming distributors as a tool
for promoting the system's programs, especially premium channels and
pay-per-view. The Company focuses 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. In addition, the Company maintains a New
York City advertising sales office to better pursue potential
advertising sales.
Sneak Prevue
Sneak Prevue is the most widely used analog pay-per-view
promotional service in the United States. Sneak Prevue's video
component covers the entire screen with 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. As a part of
this analog service, the Company supplies the programming distributor
with a control unit containing a computer and a laser disc player.
Approximately every two weeks, the Company ships an updated laser disc
that contains video clips for upcoming programming, graphics and other
information for Sneak Prevue. The Company continuously sends, via
satellite, updated ordering and scheduling information 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. The Company markets Sneak Prevue along with and in the same
manner as the TV Guide Channel.
Competition
The Company's electronic program listings guide and program
promotion services have the following primary sources of competition:
television listings included in local and national newspapers, as well
as free supplements in Sunday newspapers; niche cable-guide
publications; general entertainment and other magazines and television
programming focused on television stars and programs; and other
electronic, interactive and on-line programming guides. Sneak Prevue,
in particular, faces competition from other pay-per-view promotional
channels. In addition, TV Guide Channel and Sneak Prevue compete with
other programming for limited cable television system channel slots.
This competition has increased and the Company believes 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 TV Guide Channel and Sneak Prevue distribution;
however, there is no assurance that channel recapture will not
adversely impact the Company in the future. Furthermore, due to the
inherent overlap in certain of the Company's product offerings, many of
its businesses compete with each other.
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TV Guide Interactive and Prevue Express
TV Guide Interactive
TV Guide Interactive is an interactive on-screen program listings
guide that utilizes digital set-top converter software applications
developed by the Company to allow users to retrieve program listings on
demand. Program listings on TV Guide Interactive may be viewed by time,
channel or category or the listings can be scanned alphabetically. TV
Guide Interactive's functionality includes access to detailed program
descriptions, parental control features and remind notices to viewers
of the commencement of pre-selected programming. As deployment of
digital cable systems continues and the number of available channels
proliferates, the Company believes the navigational services of TV
Guide Interactive become more valuable to viewers. In turn, the service
becomes more attractive to advertisers and 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 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 TV Guide Interactive.
With subsequent generations of the digital set-top converter
boxes, the Company believes that the functionality of TV Guide
Interactive will increase and that home shopping, e-commerce and
interactive advertising opportunities may become achievable.
Prevue Express
Prevue Express is an interactive on-screen program guide for
advanced analog cable set-top converters that utilizes software
applications developed by the Company. Prevue Express allows users to
retrieve selected programming information on demand. The service is
offered in both English and Spanish languages. Advanced navigation and
control features include "Browse" which allows viewers to quickly scan
line-ups while watching regular programming. Viewers can also view full
page listings and comprehensive programming information for up to three
days in advance. Other features include parental control, the ability
to order pay-per-view movies and options to set reminders.
The Company's interactive television guides are in the early
stages of deployment. TV Guide Interactive is only available on digital
cable systems, and to date only a limited number of cable systems have
been upgraded to digital. These upgrades are expensive and time-
consuming and whether the cable operators choose to upgrade to digital
is outside the Company's control. Prevue Express has been offered in
the United States, but has thus far been deployed only in foreign cable
systems. Development of enhancements to the guides is ongoing. The
continued introduction and development of the Company's interactive
technology will depend on (i) the on-going development by certain third
party manufacturers to design new models of set-top converters that are
capable of using more advanced interactive software and technology and
(ii) the willingness of cable television systems to acquire and install
a sufficient number of such set-top converters to enable the Company to
market this technology in a viable manner. Interactive technology may
not gain widespread market acceptance and may face increased
competition. The Company's interactive television guide businesses may
not achieve a profitable level of operations in the foreseeable future.
7
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Competition
TV Guide Interactive will face competition from a number of
companies including large, well-known programmers and cable television
operators that are attempting to develop viable interactive television
technologies which may be accessed through cable television systems or
otherwise. The Company's most significant competitors include Gemstar
Development Corporation, and its subsidiary, StarSight Telecast, Inc.,
which have developed an advanced interactive programming guide with
features that include the ability to activate a VCR to record programs
selected with the guide, a feature not currently offered on the TV
Guide Interactive digital guide. Microsoft Corporation, a licensee
under the Gemstar and StarSight patents, also is marketing an
interactive television guide. A number of direct broadcast companies
and major television and set-top box manufacturers also provide
interactive guides as licensees of Gemstar and StarSight. Finally,
manufacturers of cable television set-top boxes provide their own
"native guide" interactive guides with the set-top boxes.
The Company is involved in various lawsuits, including lawsuits
charging infringement of patents owned by or licensed to Gemstar and
StarSight relating to interactive television guides. These lawsuits
relate to the Company's digital and analog interactive guide products
and a complete ruling with respect to the suit on the analog product
may be announced shortly. See "Legal Proceedings." If the Company is
not successful in its lawsuits, 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.
There can be no assurances that the Company will be able to obtain such
licenses or that it will be able to obtain them at commercially
reasonable rates, or if unable to obtain licenses that it will be able
to redesign its services to avoid infringement. These lawsuits could
materially adversely affect the Company's operations and financial
condition, including the Company's ability to offer interactive guides
in the future. Gemstar and its affiliates also have brought lawsuits
on patents relating to interactive television guides against three
major manufacturers of cable television set-top boxes with which the
Company's interactive television guides may now or in the future be
used.
TV Guide Online
TV Guide Online (formerly known as TVGEN) is an entertainment
website that can be found on the World Wide Web at
http://www.tvguide.com. TV Guide Online includes an online program
listings service, movie database, soap opera news and updates, general
entertainment news and gossip, photos, games, chat rooms and bulletin
boards. In addition, TV Guide Online publishes TV Guide content on its
website. TV Guide Online had over 30 million page views in December
1998. TV Guide Online was acquired as part of the TV Guide Transaction
in March 1999.
Source Media, Inc.
On February 12, 1999, TVG and Source Media, Inc., a provider of
localized new media content, advertising and technology, signed a
letter of intent to form a joint venture to focus on the development of
local content and interactive services for the cable television and
satellite marketplace, subject to execution of definitive agreements.
TVG would initially own 45% of the venture with the ability to increase
its ownership position to 55%. TVG would contribute $5 million as
equity to the joint venture and would loan an additional $5 million to
the joint venture in exchange for debentures convertible into equity in
the joint venture. Source Media would grant to the joint venture an
exclusive, perpetual and royalty-free license for substantially all of
its intellectual property rights, subject to Source Media's rights to
use such intellectual property in its retained businesses. Source Media
would contribute the assets of the Interactive Channel and
VirtualModem. TVG would provide certain key services to the joint
venture including affiliate sales and marketing, network operations,
accounting, and national advertising sales and support. Source Media
would provide system-specific, locally-focused content, such as local
advertising, yellow pages, classified advertising, local news and
sports information to the joint venture. In addition, TVG would invest
$12 million to acquire approximately 842,000 shares of Source Media
common stock, representing 6.2% of Source Media's total outstanding
shares of common stock. Source Media would also issue to TVG five-year
warrants to purchase approximately 14.0 million shares of Source Media
common stock at $14.25 per share, which, upon exercise, would increase
TVG's ownership of Source Media to approximately 40%. TVG would obtain
two seats on the Board of Directors of Source Media. Because formation
of the joint venture is subject to execution of definitive agreements,
there can be no assurance that it will be completed.
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United Video Group
Superstar
Superstar's operations include direct-to-home satellite services
offered by SNG and certain call center services, billing services,
software and subscriber management system services offered by TV Guide
Enterprise Solutions.
Direct-to-Home Satellite Services--SNG
The Company is a member of SNG, a joint venture limited liability
company managed by the Company and owned approximately 80% by the
Company (as a result of its purchase of Liberty's 40% of SNG through
the Liberty Transaction) and approximately 20% by Turner Vision. SNG
was formed effective April 1, 1996, and markets satellite entertainment
programming to C-band home satellite dish owners in the United States.
The C-band industry experienced rapid growth during the early 1990s;
however, with the continued expansion of cable systems and the
introduction of direct broadcast satellite services, the C-band
industry is shrinking. During the year ended December 31, 1998, the
number of C-band subscribers in the industry decreased 9% to
approximately 1.9 million subscribers. The Company expects the decline
in the C-band industry to continue and this decline could accelerate
significantly as direct broadcast satellite services aggressively
pursue the Company's customers and become more well-known and popular
with customers. The Company is in discussion with several parties
regarding a possible sale of this business or strategic marketing
alliance or other transaction consistent with the Company's strategy of
converting its C-band business into an equity position in a direct
broadcast satellite company.
SNG markets various satellite-transmitted programming, including
HBO, Starz!, ESPN and USA, to C-band home satellite dish owners in
packages of one, three, six or 12-month subscription periods.
Approximately 63% of SNG's new subscribers are generated through
direct sales, primarily as a result of advertising in industry
publications and direct mail campaigns targeting existing C-band home
satellite dish owners. SNG also contacts existing customers by
telephone and mail prior to the end of a subscription term in order to
obtain renewals. 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. SNG also markets its C-band direct-to-home
satellite dish services through satellite equipment dealers, who often
have relationships with existing home satellite dish owners, by
offering the dealer an initial commission, as well as variable
residuals during the lifetime of the customers' subscriptions.
SNG competes for subscribers with other large C-band direct-to-
home satellite dish program packagers, some of which are affiliated
with well-known, large programmers and cable television system
operators. Because a significant portion of its 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 home
satellite dish market faces competition from cable television as well
as technologies such as direct broadcast satellite services, which were
launched in 1994. Direct broadcast satellite uses Ku-band digital
frequencies that can be received by significantly smaller and less
expensive dish antennae and receiver terminals than those home
satellite dishes that receive C-band analog frequencies. Because of the
smaller dish size, direct broadcast satellite is more widely accepted
than C-band satellite dish systems, particularly in urban markets. The
Company believes that the continued expansion of cable and direct
broadcast satellite will decrease the size of the C-band market in the
short and long-term.
TV Guide Enterprise Solutions--TVGES
Through TVGES, formerly called United Video Enterprise Solutions,
the Company provides certain call center services, billing services,
software and subscriber management system services. In addition, the
Company previously functioned as a service agent for DirecTV in the
direct broadcast satellite market until 1997. In general, the Company
will continue to receive commissions from acting as a service agent for
DirectTV on the programming sold for a period of three years from the
time the consumer began purchasing programming. 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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Satellite Distribution of Video Entertainment Services--UVTV
The Company markets and distributes superstations WGN (Chicago),
WPIX (New York) and KTLA (Los Angeles), three of the five independent
satellite-delivered television superstations to MSOs and DTH
subscribers.
The Company has been the distributor of the country's largest
superstation in terms of subscribers since Turner Broadcasting
Corporation's WTBS converted to a network in January 1998. WGN
programming consistently ranks among the most popular satellite-
delivered programming carried by cable television systems, with A.C.
Nielsen reports showing that approximately 42% of all households
receiving WGN watched it at least once a week during the fourth quarter
of 1998.
Historically, the Company's subscriber growth has come from within
existing cable television systems as the number of subscribers within
the cable universe has grown. As the U.S. cable television industry
matures, sales of WGN generally are made on a replacement basis due to
channel capacity limitation, with 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.
The Company faces substantial competition from over 150 cable
network suppliers for limited channel capacity on cable television
systems. In order to receive and distribute satellite-transmitted
television broadcasts, such as WGN and other superstations, cable
television systems must pay copyright payments to the Copyright
Arbitration Royalty Panel, which is a separate, less controllable cost
than the fee 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 a superstation
such as WGN for distribution.
The Company believes that there are several barriers to entry to
the superstation distribution markets. The Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act") generally
requires new entrants to the superstation satellite-transmission market
to obtain retransmission consent from the broadcast station that they
intend to retransmit but grandfathers those superstation signals that
were on satellite prior to May 1, 1991. The Company believes that these
provisions of the 1992 Cable Act may create a barrier to the emergence
of new superstations that would compete with WGN and the other four
existing superstations because it may be difficult for potential
distributors to obtain retransmission consent from new superstations at
an economically feasible price. Moreover, the Company believes that its
relationship with its superstations and cable television providers will
make it more difficult for potential retransmitters of WGN, KTLA and
WPIX to enter the market. The Company has developed a relationship with
WGN by cooperating to provide substitute programming when the WGN
programming is blacked out on a specific cable system due to
programming restrictions on such cable system. In addition, the Company
leases a transponder on satellite space which may be unavailable to
potential competitors, and the Company's customers have entered into
service agreements with the Company.
On March 1, 1999, the Company acquired as part of the Liberty
Transaction the Netlink Wholesale Division, which includes a business
that provides the Denver 6 services and a separate business that sells
programming packages to satellite master antenna television systems
serving hotels and multi-unit dwellings.
Denver 6 Service
The Company offers six Denver-based television channels acquired
in the Liberty Transaction--KCNC (CBS), KDVR (Fox), KMGH (ABC), KUSA
(NBC), KWGN (an independent superstation that also carries WB
programming) and KRMA (a Denver-based public broadcasting channel)--
collectively known as the Denver 6. Denver 6 customers may acquire any
combination of the channels that comprise the Denver 6 Service, with
per-service pricing on a decreasing scale based on the number of
channels taken. As of December 31, 1998, one or more of the Denver 6
channels were supplied to over 650 cable and satellite master antenna
television systems, as well as direct-to-home households in the United
States and Canada. The Company receives fees from these distributors
which resell the programming to the subscribers.
The Denver 6 service competes with other providers of programming
to the cable television and direct-to-home wholesale markets including
PrimeTime 24, which retransmits other network affiliate channels from
the west and east coasts. There are no specific statutory or regulatory
restrictions that prevent a satellite carrier from retransmitting the
network signals comprising the Denver 6 service or the signals of
competitive network affiliates so long as that carrier meets the
requirements of applicable law.
Satellite Master Antenna Television Systems--SMATV
The SMATV business, acquired as part of the Liberty Transaction,
is comprised of private cable television systems that serve hotels and
multi-unit dwellings. As of December 31, 1998, the Company provided
programming to approximately 2,100 SMATV systems. Optel and Cable Plus,
together, typically account for approximately 80% of the Company's
annual SMATV programming sales. In its agreements with programming
suppliers for its and its subsidiaries' cable television systems, TCI
generally has obtained rights to sell such programming to SMATV systems
located within the operating area of such cable television systems and
in counties contiguous thereto. The Company is the TCI affiliate that
has operated the business of providing programming to SMATV systems
pursuant to rights obtained by SSI.
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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 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.
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.
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.
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 or FM Cubed technology and is
retransmitted to satellite receive dishes at a customer's or their
subscribers' multiple locations.
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 electronic guidance 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.
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 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 49% of SpaceCom's 1998 revenues were
attributable to paging customers.
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Research and Development
Company-sponsored research and development activities charged
against pre-tax earnings were $7.9 million, $7.5 million and $5.4
million in 1998, 1997 and 1996, respectively.
Regulation
The satellite transmission, cable and telecommunications
industries are subject to federal regulation, particularly FCC
requirements. The industries are also often subject to extensive
regulation by local and state authorities. While most cable television
and telecommunication industry regulations do not apply directly to the
Company, they may affect programming distributors, a significant
customer for the Company's products and services. In the past,
uncertainty about proposed or even rumored regulations has occasionally
caused programming distributor customers to postpone purchasing
decisions and actions. The Company monitors pending legislation and
proposed regulations 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, programming distributors are required
to pay copyright fees that arise from their reception and distribution
of satellite-transmitted television broadcasts such as WGN and Denver
6. These provisions also grant an exemption which allows the Company to
transmit and market their superstations without agreements with, or
copyright payments to, the broadcast station transmitted. Under the
cable television compulsory copyright license, cable television systems
that carry the superstations and network stations are responsible for
obtaining consent from broadcasters and paying copyright fees to the
U.S. Copyright Office, a federal copyright fee collection agency. In
contrast, under the "satellite compulsory license" provided by SHVA (as
defined below), the Company must pay the copyright royalty fees for all
C-band direct-to-home subscribers who receive the satellite programming
provided by the Company. Because direct broadcast satellite systems
are considered carriers under SHVA, they are responsible for paying
copyright fees for their direct broadcast satellite subscribers.
Effective January 1, 1998, copyright fees under SHVA were increased to
27 cents per signal per subscriber per month, an increase of 21 cents
for each of the network signals, an increase of 13 cents for WGN, and
an increase of 9.5 cents for KWGN, KTLA and WPIX. Retail prices to
subscribers were correspondingly increased, which contributed to
decreases in subscribers to the Company's services during 1998. On
October 30, 1997, the Satellite Broadcasting & Communications
Association, of which the Company is a member, filed a Petition for
Review of such increases in copyright fees with the United States Court
of Appeals for the District of Columbia Circuit which was denied on
January 29, 1999. Moreover, SHVA is set to expire at the end of 1999.
Unless Congress extends SHVA or enacts a new compulsory license for the
direct-to-home industry, retransmission of superstations and network
stations to individual C-band and direct broadcast satellite dish
owners will not be authorized under the copyright laws. Various bills
are being considered by Congress, which, if enacted, would amend and
extend the satellite license and/or potentially change the copyright
royalty fee. For example, Senator McCain and Senator Hatch are drafting
legislation that would extend the satellite compulsory license to
January 31, 2004 and reduce satellite copyright payments to 14.85 cents
for networks and 18.9 cents for superstations. Legislation has been
introduced from time to time to repeal the cable compulsory license
provision, although no such legislation has been passed by Congress.
Similar legislation will likely be introduced in the near future to
consider "reform" of both the cable and satellite compulsory licenses,
and, if adopted, such legislation could hinder or prevent the Company
from marketing services such as the Denver 6 service.
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. A
reduction in competitive superstations within the industry could
potentially increase the distribution potential of the Company's KWGN,
KTLA and WPIX signals as a replacement product without increasing a
cable operator's overall copyright payments.
On August 1, 1997, the United States Copyright Office released a
"Review of the Copyright Licensing Regimes Covering Retransmission of
Broadcast Signals" in response to a request from the Chairman of the
United States Senate Committee on the Judiciary. The Copyright Office
recommended a number of significant changes in the laws regulating the
copyright licensing of broadcast retransmissions which, if adopted,
would have a significant impact on the Company. Congressional
committees have scheduled and held hearings on such recommendations.
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SHVA. The Satellite Home Viewer Act ("SHVA") regulates the
Company's distribution of its superstations and network stations. While
SHVA does not restrict the distribution of superstations to satellite
subscribers, it prohibits a satellite carrier such as the Company from
retransmitting a television broadcast signal of a network television
station to households that receive an over-the-air signal of grade B
intensity of a television broadcast station affiliated with such
network and to households that, within the past 90 days, have received
through a cable system the signal of a television station affiliated
with such network. The Company has no control over the affiliate
decisions of various superstations that may change those stations'
status under SHVA and restrict distribution. The SHVA provides for
remedies which can include actual damages, injunctions and statutory
damages. Statutory damages per individual claim are limited to $5.00
per subscriber, per month and statutory damages for a pattern or
practice of violations are limited to $250,000 in a six-month period.
Possible changes in legislation, affiliations and programming may
result in claims that would limit the Company's distribution of its
services.
In complying with the SHVA, the Company is required to discontinue
network service to certain of its subscribers who are able to receive
network services over the air. In response to infringement actions
filed by broadcast networks and the affiliates against PrimeTime 24,
another satellite carrier, for violation of the network service
restrictions, two federal courts have issued permanent injunctions
restricting PrimeTime 24's distribution of network services. The
permanent injunction issued by a federal court in Miami is national in
scope and, as it stands, will result in the termination of network
services to over 350,000 of the Company's C-band subscribers during the
first half of 1999. To avoid involvement in similar litigation, the
Company entered into the NAB Agreement with the NAB, certain network-
affiliated television stations, and their respective affiliate
associations. At present, the Company can not assess the impact, if
any, of future claims under the SHVA not covered by the NAB Agreement
on the Company's results of operations or cash flow since it is unable
to determine the basis upon which damages claimed by network affiliate
stations which are not parties to the NAB Agreement might be calculated
or what their amount might be. See "--National Association of
Broadcasters Matters."
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On November 17, 1998, in response to two petitions requesting the
FCC to initiate a proceeding to define separately "Grade B signal" for
purposes of SHVA, the FCC released a Notice of Proposed Rulemaking to
address the methods for determining whether a household is "unserved"
under the SHVA. On February 2, 1999, the FCC released its Report and
Order, which established a new predictive methodology for determining
whether an individual household is "unserved". While the Company will
employ this new predictive methodology, it is expected to have a
minimal impact on the number of subscribers to whom the Company will be
required to terminate network service. However, several members of
Congress have indicated a desire to propose legislation that may extend
the termination date and/or propose new methods for determining whether
an individual household is "unserved".
National Association of Broadcasters Matters. In January 1997,
the Company entered into an agreement in principle with representatives
of the NAB and of its television network affiliate members to identify
by zip code those geographic areas which are "unserved" by network
affiliated stations, i.e., areas in which households cannot receive a
signal of at least Grade B intensity. On May 1, 1998, the Company
entered into the NAB Agreement.
Under the NAB Agreement, which became effective on July 1, 1998,
the Grade B signal contour is plotted for each network station
(including any translators or repeaters) using Longley-Rice data. Each
zip code is classified as red (served) or green (unserved) for each
station in its designated market area. For certain stations, zip codes
in a limited number of additional counties adjacent to the designed
market areas for those stations will also be classified as red or
green. Zip codes which are partially served are classified as red or
green depending upon whether the majority of the population in that zip
code is served or unserved. However, the unserved population
reclassified as red and the served population reclassified as green
will be roughly equalized, subject to certain limitations. The
Company's existing subscribers will be grandfathered for 14 months
after the later of July 1, 1998 or the effective date of a nationwide
injunction enforcing the SHVA against PrimeTime 24 or the effective
date of an agreement between NAB and PrimeTime 24 which is nationwide
in scope. The earliest date on which the "grandfathering" period could
end would be August 31, 1999. Based upon recent injunctive orders in
the PrimeTime 24 litigation, the Company does not expect any
significant delay in such date. Under the NAB Agreement, neither the
Company nor any of its distributors may provide the network signals to
new subscribers in red area zip codes, and there are substantial
reporting requirements to enforce this obligation. Distribution of
network signals in violation of the NAB Agreement would result in
liquidated damages and potentially an injunctive action. However, the
NAB Agreement releases the Company from any liability arising from any
violations of SHVA which may have occurred prior to the effective date
of the NAB Agreement. If any other carrier receives a more favorable
agreement, the NAB Agreement will be amended to reflect such more
favorable terms. If there are significant changes in the law, any party
may, on a prospective basis, terminate the NAB Agreement. All parties
agree, however, to make good faith efforts to establish a new agreement
in relation to any such significant regulatory changes.
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 certain services and equipment provided by 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. Additional regulations and policies adopted by the FCC under
the 1992 Cable Act may impair the Company's ability to offer
competitive rates and volume discounts on certain of its products and
services and may affect the rates charged by the Company to home
satellite dish programming packagers.
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Telecommunications Act of 1996. In February 1996, Congress
enacted the Telecommunications Act of 1996, which generally deregulates
both the cable and telephone industries, allowing each to compete with
the other's local market areas, and also enables electric utilities to
enter the telecommunication industries. While there are no provisions
in the Telecommunications Act of 1996 that affect the Company directly,
it indirectly may create more competition and less regulation within
the video services marketplace.
Patents and Trademarks
The Company and its subsidiaries and affiliated companies have 13
issued U.S. Patents. Two patents expiring in 2010 and 2012 concern
certain aspects of SpaceCom's transmission technology, including FM
Cubed. One patent expiring in 2012 relates to certain electronic
circuit card connector technology. One patent expiring in 2009 relates
to one-way, point-to-multipoint facsimile transmission by satellite.
The Company is not currently pursuing development of the facsimile
transmission technology. One patent expiring in 2015 concerns various
aspects of ODS's interactive wagering technology. The remaining seven
patents relate to certain electronic television program guide
technologies. The Company, through its subsidiaries and affiliated
companies, also has 47 pending non-provisional U.S. patent applications
and 48 unexpired provisional U.S. patent applications relating to
certain interactive wagering and electronic television program guide
technologies. Of the 47 pending non-provisional applications, 14 claim
priority to 14 of the unexpired provisional applications. In addition,
in connection with the TV Guide Transaction and the Liberty
Transaction, the Company acquired the rights to 12 U.S. patents and 11
pending patent applications relating to certain electronic television
program guide technologies. The Company has filed and prosecuted
foreign counterpart patent applications to most, but not all, of its
U.S. patent applications in selected foreign jurisdictions. The Company
cannot at this time determine the significance of any of its current or
future patents, if issued, to its businesses.
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 enhancements to its electronic television program guides.
There can be no assurance that any such enhancements 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 two
lawsuits relating to certain patents owned by or licensed by Gemstar
Development Corp., StarSight Telecast, Inc. and SuperGuide Corporation,
relating to certain functions performed by interactive program guide
services. If the Company is not successful in those lawsuits, 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. There can be no assurances that the
Company will be able to obtain such licenses, or that it will be able
to obtain them at commercially reasonable rates, or if unable to obtain
licenses, that it will be able to redesign its products and services.
Microsoft Corporation, a licensee under the Gemstar and StarSight
patents, also is marketing an interactive television guide. See "--
Legal Proceedings".
Patents of third parties may have an important bearing on the
Company's ability to offer certain of products and services, including
TV Guide Interactive. Many competitors as well as other companies and
individuals have obtained, and may be expected to obtain in the future,
patents that concern products or services related to the types of
products and services the Company offers or plans to offer. For
example, Personalized Media Communications L.L.C. ("PMC") has brought
actions against several direct broadcast satellite companies in the
International Trade Commission. PMC owns a number of patents and over
300 U.S. patent applications in the interactive and directed content
fields, and has exclusively licensed StarSight in a defined field
relating to interactive program guides. SourceMedia, Inc. also has
brought suit on its patents against another company in connection with
internet services provided through a cable system. There can be no
assurance that the Company is or will be aware of all patents
containing claims that may pose a risk of infringement by the Company's
products and services. In addition, patent applications in the United
States are generally confidential until a patent is issued and so the
Company cannot evaluate the extent to which certain products and
services may be covered or asserted to be covered by claims contained
in pending patent applications. In general, if one or more of the
Company's products or services were to infringe patents held by others,
the Company may be required to stop developing or marketing the
products or services, to obtain licenses to develop and market the
services from the holders of the patents or to redesign the products or
services in such a way as to avoid infringing the patent claims. The
Company cannot assess the extent to which it may be required in the
future to obtain licenses with respect to patents held by others,
whether such licenses would be available or, if available, whether the
Company would be able to obtain such licenses on commercially
reasonable terms. If the Company were unable to obtain such licenses,
the Company may not be able to redesign its products or services to
avoid infringement.
The Company holds U.S. and foreign registrations for numerous
trademarks and service marks, including the word marks "TV Guide",
"Prevue", "Prevue Express", "Superstar" and "FM Cubed". The Company
also holds registrations for a variety of other design marks.
Employees
As of December 31, 1998, the Company had approximately 1,700
employees, including approximately 290 employees leased from Turner
Vision. In connection with the TV Guide Transaction in March 1999, the
Company added approximately 1,300 additional employees. 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, a 15-acre
satellite traffic and uplink facility located approximately 20 miles
south of Chicago. The Teleport operates ten 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 the Company and its customers. The Teleport also has 33
receive-only antennas. The Company also operates an uplink in Tulsa,
Oklahoma for its TV Guide 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 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 TV Guide Channel, Sneak Prevue, TV Guide Interactive, UVTV
and SpaceCom. The Company's Tulsa uplink facility is also at this
location.
SSDS sold its 30,000 square foot facility in Englewood, Colorado
during 1998 which serves as the principal headquarters of
administration, sales and marketing, business development and service
technology. The Company is currently leasing approximately one-half of
the space under a short-term arrangement. SSDS also leases offices in
eight cities throughout the United States with leases ranging from a
month-to-month basis to terms of up to six years.
The businesses acquired in the TV Guide Transaction lease an
aggregate of approximately 300,000 square feet of office space in 20
locations in the United States, such leases expiring at various times
between 1999 and 2008.
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ITEM 3. LEGAL PROCEEDINGS
On October 8, 1993, the Company received correspondence from
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 schedule 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 6, 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 seeking damages and injunctive
relief. 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 other two patents
identified in the original complaint and the five patents licensed to
StarSight are not infringed by the Company. On March 20, 1995,
StarSight filed an Answer to Amended and Supplemental Complaint,
reasserting its charge of infringement of the 121 Patent. In December
1995, StarSight moved to file an amended answer to assert infringement
of two additional patents. The Court subsequently granted StarSight's
motion, but stayed all proceedings as to those two patents. Trial of
validity and inequitable conduct unenforceability of the 121 Patent,
and alleged infringement by the Prevue Express product of the 121
Patent, commenced May 8, 1996. Proceedings on all issues other than
liability with respect to the 121 Patent had been stayed. Over the
course of the subsequent two and one-half years, the Court heard
approximately 20 days of testimony, which concluded on July 7, 1998.
The trial was continued at various times at the parties' request to
allow the parties to assess the litigation and consider settlement
possibilities. Although the parties announced a settlement as part of a
business deal on January 20, 1998, it was never finalized, and no
settlement was reached. The parties submitted post-trial papers in
September and October 1998, and presented closing arguments to the
Court on November 12, 1998. The case has been submitted to the Court
and the parties are awaiting a decision on the issues of infringement
and validity of the 121 Patent. Shortly before the closing argument, on
November 9, 1998, StarSight moved to dismiss the case asserting that
the Company had abandoned the Prevue Express product at issue in the
case and that the Court therefore lacked subject matter jurisdiction
over the matter. The Company opposed the motion on November 12, 1998.
The Court has not yet issued a decision on that motion. On February 19,
1999 the District Court entered Partial Findings of Fact and
Conclusions of Law determining that the 121 Patent is not unenforceable
by reason of inequitable conduct. The Court referred the case to a
Magistrate Judge to schedule a settlement conference prior to the Court
entering additional findings of fact and conclusions of law with
respect to the remaining issues tried. There can be no assurance that
this litigation can be resolved without material adverse effect on the
business prospects of the Company and its subsidiaries and the future
financial position or results of the Company and its subsidiaries. The
Company has not provided for any potential loss as a result of this
litigation.
On July 24, 1998, Gemstar and StarSight filed an action in the
U.S. District Court for the Northern District of California asserting
infringement by the Company's TV Guide Networks subsidiary (formerly
Prevue Networks, Inc.) of the 121 Patent and U.S. Patent No. 4,751,578
(the "578 patent") seeking damages and injunctive relief. The original
Complaint did not specify a product accused of infringement. On
September 30, 1998, Gemstar and StarSight filed an Amended Complaint
adding SuperGuide Corporation as a plaintiff, TCI as a defendant, and
specifying TV Guide Interactive as the allegedly infringing product.
TCI Communications, Inc. was subsequently substituted for TCI. TV Guide
Networks answered the Amended Complaint on October 15, 1998, asserting
the defenses of non-infringement, invalidity and estoppel with respect
to both the 121 and 578 Patents, and inequitable conduct
unenforceability with respect to the 121 Patent. In addition, TV Guide
Networks asserted that StarSight had violated the antitrust laws. On
August 7, 1998, TV Guide Networks moved to transfer this action to the
U.S. District Court for the Northern District of Oklahoma. On February
2, 1999, the California Court granted TV Guide Networks's motion to
transfer. On December 23, 1998, Gemstar, StarSight and SuperGuide filed
a motion before the Judicial Panel on Multidistrict Litigation ("JPML")
to consolidate and transfer for pretrial proceedings, this action and
four other patent infringement lawsuits Gemstar and its affiliated
companies have pending with manufacturers of cable television set-top
boxes. In their motion, Gemstar and its affiliates suggested either the
Central or Northern District of California as the appropriate venue for
pretrial proceedings. TV Guide Networks opposed the motion for
consolidation. A hearing on the motion to consolidate and transfer
took place on March 26, 1999. The JPML has not ruled on Gemstar's
motion. On January 22, 1999, Gemstar, StarSight and SuperGuide filed a
motion requesting a stay of the action against TV Guide Networks and
TCI Communications, Inc. pending a decision by the JPML on their motion
to consolidate and transfer. On February 2, 1999, the Court deemed the
motion to stay to be moot in light of its decision to transfer the
action on TV Guide Networks's motion to the Northern District of
Oklahoma. There can be no assurance that this litigation can be
resolved without material adverse effect on the business prospects of
the Company and its subsidiaries and the future financial position or
results of the Company and its subsidiaries. The Company has not
provided for any potential loss as a result of this litigation.
17
<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, the State 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 $4.1 million.
On June 2, 1997, a lawsuit was filed in the United States 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 appealed the latter
ruling to the United States Court of Appeals for the Second Circuit,
but later filed a Motion for Voluntary Dismissal which was granted. The
Company terminated its relationship with that marketer. 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.
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 1998.
18
<PAGE>
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 TVGIA
(previously 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)
-------------------------------------
1998 1997
Quarter ended High Low High Low
------------- ---- --- ---- ---
March 31 $21.63 $13.38 $10.13 $ 6.75
June 30 $22.13 $18.00 $10.50 $ 7.00
September 30 $20.56 $13.75 $14.38 $ 9.88
December 31 $26.75 $10.25 $15.75 $12.13
(1) Adjusted for two-for-one stock split effected in the form of a
stock dividend to stockholders of record on August 10, 1998.
See Note 11 of Notes to Consolidated Financial Statements.
Holders
At March 29, 1999, the Company had 103 holders of record of its
Class A Common Stock (representing approximately 3,200 beneficial
stockholders) and two holders of record of its Class B Common Stock.
Dividends
No cash dividends were declared or paid during 1998 or 1997.
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 7,000,000 shares of
the Company's Class A Common Stock.
19
<PAGE>
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, 1998 are derived from the
audited consolidated financial statements of the Company. This
financial data does not include the results of operations or financial
position of the businesses acquired in March 1999 in the TV Guide
Transaction or the Liberty Transaction. 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,
-------------------------------------------
1998(1) 1997 1996(2) 1995 1994
------ ---- ------ ---- ----
Operating Data:
Revenues $598,420 $507,598 $437,168 $262,919 $196,679
Depreciation and
amortization (28,027) (18,651) (16,323) (11,769) (9,129)
Operating income 95,699 85,344 55,220 38,416 26,364
Interest expense (1,629) (2,122) (2,024) (2,003) (2,155)
Income tax expense (37,507) (25,892) (17,122) (14,483) (9,985)
Net income 64,777 45,760 30,084 23,172 16,307
Earnings per share:
Basic 0.88 0.62 0.42 0.32 0.23
Diluted 0.87 0.62 0.41 0.32 0.23
Cash dividends
declared per
common share -- -- -- -- --
Other Data:
EBITDA (3) $123,726 $103,995 $ 71,543 $ 50,185 $ 35,493
Capital expenditures 11,111 10,238 14,427 12,101 8,520
Net cash provided by
operating activities 94,242 77,986 51,111 33,534 38,571
Net cash provided by
(used in) investing
activities 61,739 (66,924) (42,141) (35,956) (51,388)
Net cash provided by
(used in) financing
activities (31,217) (23,106) 5,341 (1,617) (2,549)
Ratio of earnings to
fixed charges (4) 24.9x 17.8x 12.6x 9.6x 6.8x
Balance Sheet Data:
Cash and cash
equivalents $155,516 $ 30,752 $ 42,796 $ 28,485 $ 32,524
Total assets 403,782 294,452 250,104 185,880 147,048
Capital lease
obligations and
long-term debt 13,007 17,207 20,718 23,992 26,542
20
<PAGE>
(1) Effective February 1, 1998, the Company's consolidated operating
results include the operating results of Turner Vision, Inc.'s
retail C-band business. Turner Vision contributed its retail C-
band business to Superstar/Netlink Group LLC ("SNG"), a joint
venture formed, effective April 1, 1996, to combine the retail C-
band business of the Company's Superstar division and Liberty's
Netlink USA division, in return for an approximate 20% interest in
SNG.
(2) Effective April 1, 1996, the Company's consolidated operating
results include the operating results of SNG. Prior to the
formation of SNG, Superstar's retail C-band business operated as a
division of the Company.
(3) EBITDA means operating income before depreciation and
amortization. EBITDA is presented supplementally as the Company
believes it is a widely used financial indicator of a leveraged
company's ability to service and incur indebtedness. The Company
believes EBITDA is a standard measure commonly reported and widely
used by analysts, investors and others associated with the media
and entertainment industry. However, EBITDA does not take into
account substantial costs of doing business, such as income taxes
and interest expense. While many in the financial community
consider EBITDA to be an important measure of comparative
operating performance, it should be considered in addition to, but
not as a substitute for, operating income, net income, cash flow
provided by operating activities and other measures of financial
performance prepared in accordance with generally accepted
accounting principles that are presented in the financial
statements included in this report. Additionally, TVG's
calculation of EBITDA may be different than the calculation
used by other companies and therefore, comparability may be
affected.
(4) For the ratio of earnings to fixed charges calculations, earnings
available for fixed charges consists of earnings before income
taxes and minority interests in earnings of consolidated
subsidiaries plus fixed charges. Fixed charges consist of interest
on debt and that portion of rental expense the Company believes to
be representative of interest.
21
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion of the results of operations and
liquidity and capital resources of the Company does not include the
results of operations or financial position of the businesses acquired
in March 1999 in the TV Guide Transaction or the Liberty Transaction.
(See "TV Guide Transaction, Liberty Transaction and Related Financings"
included in this Item 7).
Results of Operations
Consolidated
The table below sets forth certain financial information for the
Company and each of the businesses operated by it during the years
ended December 31, 1998, 1997 and 1996.
Year Ended December 31,
1998 1997 1996
------------- ------------- -------------
Amount % Amount % Amount %
------ ---- ------ ---- ------ ----
(In thousands)
Revenues:
TV Guide
Networks (1) $ 76,822 13% $ 62,956 12% $ 49,636 11%
Superstar (2)(3) 426,586 71 350,490 69 301,640 69
UVTV (3) 44,964 7 40,931 8 38,188 9
SSDS 40,959 7 42,134 8 36,161 8
SpaceCom 16,536 3 17,682 4 15,636 4
Other/Eliminations (7,447) (1) (6,595) (1) (4,093) (1)
-------- --- -------- --- -------- ---
Total $598,420 100% $507,598 100% $437,168 100%
======== === ======== === ======== ===
Operating income(loss):
TV Guide
Networks (1) $ 13,772 14% $ 13,889 16% $ 8,410 15%
Superstar (2)(3) 58,001 61 46,073 54 30,328 55
UVTV (3) 28,641 30 25,419 30 20,995 38
SSDS (1,355) (1) (2,376) (3) (5,894) (10)
SpaceCom 1,949 2 3,509 4 1,839 3
Other/Eliminations (5,309) (6) (1,170) (1) (458) (1)
-------- --- -------- --- -------- ---
Total $ 95,699 100% $ 85,344 100% $ 55,220 100%
======== === ======== === ======== ===
Consolidated
depreciation and
amortization $ 28,027 $ 18,651 $ 16,323
Consolidated capital
expenditures 11,111 10,238 14,427
Net cash provided by
operating activities 94,242 77,986 51,111
Net cash provided by
(used in) investing
activities 61,739 (66,924) (42,141)
Net cash provided by
(used in) financing
activities (31,217) (23,106) 5,341
Other data:
EBITDA (4) $123,726 $103,995 $ 71,543
22
<PAGE>
(1) The revenues and operating income for TV Guide Networks (formerly
Prevue Networks) include TV Guide Channel, Sneak Prevue and other
guide services offered both domestically and internationally.
(2) The amounts shown in the above tables for Superstar represent
Superstar's revenues and operating income included in the
Company's consolidated results of operations. Beginning April 1,
1996, these operating results include the operating results of
Superstar/Netlink Group LLC ("SNG"), a joint venture formed to
combine the retail C-band business of the Company's Superstar
division with Liberty Media Corporation's Netlink division.
Beginning February 1, 1998, SNG's operating results also include
the retail C-band operations of Turner Vision, Inc.
(3) Effective January 1, 1997, the Company increased the price at
which UVTV charges SNG for certain programming, primarily WGN. Had
these rates not been in effect during 1998 and 1997, UVTV's
revenue and operating income would have been approximately $2.3
million lower and Superstar's operating income would have been
approximately $2.3 million higher in each of those years.
(4) EBITDA means operating income before depreciation and
amortization. EBITDA is presented supplementally as the
Company believes it is a widely used financial indicator of a
leveraged company's ability to service and incur indebtedness.
The Company believes EBITDA is a standard measure commonly
reported and widely used by analysts, investors and others
associated with the media and entertainment industry. However,
EBITDA does not take into account substantial costs of doing
business, such as income taxes and interest expense. While many in
the financial community consider EBITDA to be an important measure
of comparative operating performance, it should be considered in
addition to, but not as a substitute for, operating income, net
income, cash flow provided by operating activities and other
measures of financial performance prepared in accordance with GAAP
that are presented in the financial statements. Additionally, the
Company's calculation of EBITDA may be different than the
calculation used by other companies and therefore, comparability
may be affected.
23
<PAGE>
Revenues for 1998 were $598.4 million, compared to $507.6 million
in 1997 and $437.2 million in 1996. Revenues increased $90.8 million,
or 18%, in 1998, compared to 1997, primarily due to $89.5 million of
additional revenues attributable to Turner Vision's retail C-band
operations which were combined with those of SNG effective February 1,
1998 and increased advertising and service fee revenues by TV Guide
Networks. These increases were partially offset by a decrease of $9.3
million in commission revenues from Superstar acting as a service agent
in the direct broadcast satellite market. Revenues increased $70.4
million, or 16%, in 1997, compared to 1996, primarily due to $39.5
million of additional revenues attributable to the retail C-band
operations of Liberty's Netlink division which were combined with those
of Superstar's retail operations effective April 1, 1996; increased
advertising and service fee revenues by TV Guide Networks; increased
revenues from system integration services of SSDS; and growth in retail
revenue by Superstar.
Operating expenses, excluding depreciation and amortization, were
$474.7 million for the year ended December 31, 1998, compared to $403.6
million in 1997 and $365.6 million in 1996. Operating expenses
increased $71.1 million, or 18%, in 1998 over those in 1997 primarily
due to $77.8 million of additional expenses attributable to Turner
Vision; increased personnel costs resulting from the growth in TV Guide
Networks; increased legal fees related to litigation and patent
filings; and increased costs associated with TV Guide Channel's new
format under the TV Guide brand. These increases were partially offset
by a $7.4 million decrease in operating expenses due to the termination
of Superstar's service agent agreements with program suppliers in the
direct broadcast satellite market and a reduction in programming costs
resulting from renegotiated programming contracts. Operating expenses,
excluding depreciation and amortization, increased $38.0 million, or
10%, in 1997, compared with 1996, primarily due to $35.9 million of
additional expenses attributable to Netlink and increased personnel
costs resulting from the growth in TV Guide Networks.
Depreciation and amortization was $28.0 million in 1998, compared
to $18.7 million and $16.3 million in 1997 and 1996, respectively.
Depreciation and amortization increased $9.3 million, or 50%, in 1998
over 1997 primarily as a result of amortization of intangibles
resulting from the acquisitions of Turner Vision and ODS Technologies,
LP, coupled with higher depreciation resulting from the acquisition of
equipment to support the various TV Guide products. Depreciation and
amortization increased $2.4 million, or 15%, in 1997, compared with
1996, primarily due to increased acquisitions of equipment to support
the various TV Guide products and increased personnel at TV Guide
Networks and Superstar.
A $13.4 million gain on issuance of equity by subsidiary was
recognized in 1998. The gain resulted from the acquisition of Turner
Vision.
Interest income was $6.3 million in 1998, compared to $5.9 million
in 1997 and $3.4 million in 1996. The increase in interest income in
both 1998 and 1997 was primarily attributable to higher cash balances.
Other income for 1998 totaled $11.6 million, compared to $401,000
in 1997 and $551,000 in 1996. Included in other income during the
fourth quarter of 1998 was a $10.4 million gain associated with the
sale of equity securities.
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 37% in 1998,
relatively unchanged from 36% in 1997 and 37% in 1996.
Minority interest in earnings for the year ended December 31, 1998
was $21.7 million compared to $17.8 million in 1997 and $9.7 million in
1996. Minority interest represents that portion of earnings
attributable to the 60% (50% in 1997 and 1996) minority ownership in
SNG, the 30% minority ownership in SSDS and the 28% minority ownership
in Sneak Prevue LLC. The increase in minority interest in earnings of
$3.9 million, or 22%, from 1997 to 1998 was primarily attributable to
Turner Vision's inclusion in the consolidated operating results of the
Company for eleven months in 1998. The increase from 1996 to 1997 of
$8.1 million, or 84%, was primarily attributable to Netlink's inclusion
in the consolidated operating results of the Company for twelve months
in 1997 compared to nine months in 1996, coupled with increased
earnings of SNG.
24
<PAGE>
TV Guide Networks
The following table sets forth certain financial information for
TV Guide Networks (formerly Prevue Networks) for the years ended
December 31, 1998, 1997 and 1996:
Year ended December 31,
1998 Change 1997 Change 1996
---- ------ ---- ------ ----
(In thousands)
Revenues $76,822 22 % $62,956 27% $49,636
Operating expenses 53,562 32 % 40,548 20% 33,676
Depreciation and
amortization 9,488 11 % 8,519 13% 7,550
------- ------- -------
Operating income $13,772 (1)% $13,889 65% $ 8,410
======= ======= =======
Operating margin
percentage 18% 22% 17%
TV Guide Networks' revenues for 1998 were $76.8 million, compared
to $63.0 million in 1997 and $49.6 million in 1996. The increase in
revenues in 1998 of $13.9 million, or 22%, over those in 1997 was
principally attributable to national advertising revenues, which grew
$9.5 million, or 31%, due to higher rates and a higher sell-out of
conventional advertising with the remainder of the increase primarily
attributable to service fee revenues. TV Guide Interactive revenue
recorded in 1998 totaled $2.1 million while no significant revenue was
recorded in prior years. In addition, domestic service fee revenues
attributable to TV Guide Channel and Sneak Prevue increased $2.1
million, or 10%, and $500,000, or 5%, respectively, in 1998 compared to
1997. Domestically, TV Guide Channel subscriber counts increased by 2.5
million, or 5%, to 50.0 million during 1998 and subscribers receiving
Sneak Prevue decreased by 400,000, or 1%, to 35.0 million. The
increase in revenues in 1997 of $13.3 million, or 27%, over those in
1996 was due to increased national advertising revenues resulting from
higher rates and expanded airtime combined with increases in domestic
service fee revenues. Advertising revenues increased by $8.0 million,
or 35%, in 1997 over those in 1996. Domestic service fee revenues
attributable to TV Guide Channel and Sneak Prevue increased by $3.0
million, or 18%, and $1.8 million, or 26%, respectively, in 1997
compared to 1996. TV Guide Channel subscriber counts increased by 3.4
million, or 8%, during 1997 and subscribers receiving Sneak Prevue
increased during 1997 by 1.2 million, or 3%, primarily due to the
formation of Sneak Prevue LLC.
Operating expenses, excluding depreciation and amortization, were
$53.6 million in 1998, compared to $40.5 million and $33.7 million in
1997 and 1996, respectively. The increase in operating expenses,
before depreciation and amortization, of $13.0 million, or 32%, in 1998
was due to the addition of new personnel required to support TV Guide
Networks growth, the continued roll-out of TV Guide Interactive,
increased legal fees related to litigation and patent filings and
costs associated with TV Guide Channel's new format under the TV Guide
brand. The increase in operating expenses, before depreciation and
amortization, of $6.9 million, or 20%, in 1997 as compared to the
previous year was due to the addition of new personnel required to
support increased sales volumes and data collection, the roll-out of TV
Guide Interactive and costs associated with TV Guide Channel's new
format.
Depreciation and amortization in 1998 was $9.5 million, an
increase of $1.0 million, or 11%, over that in 1997. Depreciation and
amortization in 1997 increased $1.0 million, or 13%, over that in 1996.
The increase in depreciation and amortization in both 1998 and 1997
over the prior years' was a result of the acquisition of additional
assets, including customer control units necessary to support the
various TV Guide products and assets to support additional personnel.
25
<PAGE>
Superstar
The following table sets forth certain financial information for
Superstar for the years ended December 31, 1998, 1997 and 1996:
Year ended December 31,
1998 Change 1997 Change 1996
---- ------ ---- ------ ----
(In thousands)
Revenues $426,586 22% $350,490 16% $301,640
Operating expenses 358,317 19% 301,209 12% 269,115
Depreciation and
amortization 10,268 220% 3,208 46% 2,197
-------- -------- --------
Operating income $ 58,001 26% $ 46,073 52% $ 30,328
======== ======== ========
Operating margin
percentage 14% 13% 10%
Revenues generated by Superstar during 1998 were $426.6 million,
compared to $350.5 million in 1997 and $301.6 million in 1996. The
increase in revenues in 1998 of $76.1 million, or 22%, over those in
1997 was largely due to $89.5 million of additional revenues
attributable to the retail operations of Turner Vision, which were
acquired by SNG effective February 1, 1998, partially offset by a
decline in commission revenues from acting as a service agent in the
direct broadcast satellite market of $9.3 million. The contracts
governing the commissions earned as a service agent in the direct
broadcast satellite 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. The
net increase in retail subscribers in 1998 was approximately 263,000,
increasing total subscribers as of December 31, 1998 to 1.2 million.
The net increase was the result of subscribers contributed by Turner
Vision of 309,000, offset by a decrease in subscribers resulting from
the declining market. The industry decreased 9% to 1.9 million
subscribers during the same period. Average revenue per retail
subscriber decreased during 1998 as a result of a change in package mix
associated with the Turner Vision combination. The increase in
revenues in 1997 of $48.9 million, or 16%, over those in 1996 was
primarily 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 on April 1, 1996, as well as growth in
commission income earned as a service agent for program suppliers in
the direct broadcast satellite market of $2.0 million. Retail
subscribers purchasing programming directly from SNG decreased during
1997 by approximately 69,000, or 7%, to 892,000 while the industry
decreased 7% to 2.1 million subscribers during the same period.
Operating expenses, excluding depreciation and amortization, were
$358.3 million in 1998, compared to $301.2 million and $269.1 million
in 1997 and 1996, respectively. The increase in operating expenses,
before depreciation and amortization, of $57.1 million, or 19%, in 1998
as compared to the previous year was due primarily to the addition of
Turner Vision's retail business, which contributed $77.8 million of the
operating expense increase, partially offset by a $20.7 million
reduction in operating expenses primarily due to programming fee
savings resulting from renegotiated programming contracts, Superstar's
direct broadcast satellite service agreement terminations, and
reductions in commissions paid to dealers. The increase in operating
expenses, excluding depreciation and amortization, of $32.1 million, or
12%, in 1997 as compared to the previous year was due 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 expense as a result of the termination of Superstar's
service agent agreements with two program suppliers in the direct
broadcast satellite market.
Depreciation and amortization was $10.3 million in 1998, compared
to $3.2 million and $2.2 million in 1997 and 1996, respectively. The
increase in depreciation and amortization of $7.1 million, or 220%, was
primarily the result of $6.7 million of goodwill amortization
associated with the Turner Vision acquisition. The increase in
depreciation and amortization in 1997 of $1.0 million, or 46%, was
primarily the result of additional data processing equipment and office
furniture purchases necessitated by the increase in subscribers and
employees.
26
<PAGE>
UVTV
The following table sets forth certain financial information for
UVTV for the years ended December 31, 1998, 1997 and 1996:
Year ended December 31,
1998 Change 1997 Change 1996
---- ------ ---- ------ ----
(In thousands)
Revenues $44,964 10% $40,931 7 % $38,188
Operating expenses 13,803 5% 13,123 (11)% 14,727
Depreciation and
amortization 2,520 5% 2,389 (3)% 2,466
------- ------- -------
Operating income $28,641 13% $25,419 21 % $20,995
======= ======= =======
Operating margin
percentage 64% 62% 55%
UVTV's revenues for 1998 were $45.0 million, compared to $40.9
million in 1997 and $38.2 million in 1996. The increase in revenues in
1998 of $4.0 million, or 10%, from those in 1997 was largely
attributable to UVTV/WGN cable subscriber growth and cable rate
increases. In addition, C-Band rates increased as necessitated by the
increase in copyright fees from $.14 or $.175 to $.27, effective
January 1, 1998. UVTV/WGN subscriber counts increased by 5.0 million,
or 12%, while UVTV/WPIX and UVTV/KTLA subscriber counts declined
207,000, or 6%, and 210,000, or 7%, respectively, during 1998. The
increase in 1997 revenues of $2.7 million, or 7%, from those in 1996
was largely attributable to the SNG price increases described above
coupled with an increase in subscribers for UVTV's services. UVTV/WGN,
UVTV/WPIX and UVTV/KTLA subscriber counts increased 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 positive impact on revenues from
increased subscribers in 1998 and 1997 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
$13.8 million in 1998, compared to $13.1 million and $14.7 million in
1997 and 1996, respectively. The increase in operating expenses,
excluding depreciation and amortization of $680,000, or 5%, from 1997
to 1998 was due primarily to the increase in C-band copyright fees
discussed above which were partially offset by a $472,000 decrease in
compensation related to decreased headcount. Expenses decreased $1.6
million, or 11%, from 1996 to 1997 as the result of decreased
compensation related to decreased headcount.
Depreciation and amortization in 1998 was $2.5 million, relatively
unchanged from 1997 and 1996 levels.
27
<PAGE>
OTHER
SSDS
SSDS's revenues for 1998 were $41.0 million, a $1.2 million
decrease, or 3%, compared to the prior year. Information technology
consulting revenue decreased by $4.2 million due to a decrease in
billable hours. The decrease was partially offset by an increase in
Knowledge Workers revenue of $3.1 million due to new projects in 1998.
1997 revenue was $42.1 million, compared to $36.2 million in 1996. The
increase in revenues of $6.0 million, or 17%, 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.
Operating expenses, before depreciation and amortization,
decreased $2.5 million, or 6%, from 1997. The decrease in operating
expense was due to lower personnel costs and lower selling, general and
administrative expense. 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.
Depreciation and amortization increased in 1998 by $274,000, or
9%, and in 1997 by $398,000, or 15%, over the prior years' results.
The increase in both periods was the result of office expansions and
infrastructure equipment purchased during 1997 to support the increase
in technical personnel.
SpaceCom
Revenues generated by SpaceCom during 1998 were $16.5 million,
compared to $17.7 million in 1997 and $15.6 million in 1996.
SpaceCom's average occupancy as of December 31, 1998 was 69%, which
compares to 72% on December 31, 1997 and 70% on December 31, 1996. The
reduction in occupancy in 1998 is principally due to one of its paging
customers migrating away from SpaceCom's services.
Operating expenses, excluding depreciation and amortization, were
$13.0 million in 1998, compared to $12.7 million and $12.4 million in
1997 and 1996, respectively. The increase in operating expenses,
before depreciation and amortization, of $260,000, or 2%, in 1998 over
1997 resulted primarily from increased transmission expenses due to the
Galaxy IV failure, partially offset by general and administrative
efficiencies. The increase in operating expenses, before depreciation
and amortization, of $349,000, or 3%, in 1997 over 1996 is attributable
to increased transmission expense.
Depreciation and amortization in 1998 was $1.6 million, a $154,000
increase over 1997 due to depreciation on the $1.2 million expansion at
the Chicago International Teleport. Depreciation and amortization in
1997 was $1.4 million, relatively unchanged from 1996.
28
<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 1998, net cash flows from operating activities were
$94.2 million ($90.5 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 $1.2 million and net sales and
maturities of marketable securities of $115.8 million, were used to
fund the Company's investments and acquisitions of $42.1 million,
capital expenditures of $11.1 million, net reduction in the Company's
capitalized lease obligations, note payable and long term debt of $9.7
million and repurchase of common stock of $18.8 million during 1998.
At December 31, 1998, the Company's cash, cash equivalents and
marketable securities aggregated $161.3 million, an increase of $18.2
million over that as of December 31, 1997. The above total includes
$57.5 million of cash and cash equivalents held by SNG, in which the
Company had an approximate 40% ownership interest as of December 31,
1998. As of December 31, 1998, approximately $5.8 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 for periods
in excess of 18 months.
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
$5.0 million which expires April 30, 1999. Borrowings under this credit
facility bear interest at the bank's stated prime rate plus a margin.
Outstanding borrowings under the credit facility as of December 31,
1998 were $1.7 million.
The Company collects annually, in advance, a majority of its SNG
subscription fees and certain of its UVTV superstation and TV Guide
Networks' revenues. As of December 31, 1998, the unearned portion of
all prepayments totaled $109.3 million, of which approximately $100.5
million, or 92%, was attributable to SNG. Aggregate unearned
prepayments increased by $18.0 million during the year ended December
31, 1998, substantially all of which was attributable to the customer
prepayments associated with SNG's operations. 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 TV Guide Networks in 1992,
the Company was obligated for net minimum lease payments aggregating
$16.8 million as of December 31, 1998, a reduction of $3.5 million, or
17%, from the obligation existing at the prior year's end. The Company
expects to further reduce the lease obligation during 1999 by
approximately $3.7 million. The Company also leases various other
satellite transponders accounted for as operating leases. These
operating leases accounted for approximately $6.6 million in operating
expenses, net of sublease revenue, during 1998.
Capital expenditures during 1998 of $11.1 million were principally
attributable to the expansion of the Company's teleport facilities,
purchase of control units provided to TV Guide Network's cable
television customers, data processing equipment and systems and
furniture, fixtures and facilities used by the Company.
SNG has historically made monthly distributions to its members of
all cash in excess of reasonable cash reserves established for
anticipated working capital requirements and capital expenditures.
However, in anticipation of a possible transaction with a DBS provider,
SNG has been retaining cash in excess of its anticipated operating and
capital needs in order to build working capital to desired levels.
During the year ended December 31, 1998, cash distributions to minority
interests in SNG aggregated $3.7 million.
The Board of Directors has authorized the Company to repurchase
from time to time up to an aggregate of 7.0 million shares of the
Company's Class A Common Stock using existing cash resources. Through
December 31, 1998, approximately 1.4 million 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.
29
<PAGE>
TV Guide Transaction, Liberty Transaction and Related Financings
On March 1, 1999, the Company acquired from Liberty Media
Corporation, a wholly owned subsidiary of Tele-Communications, Inc.,
the stock of three of its subsidiaries that indirectly owned
approximately 40% of SNG (bringing TVG's ownership interest in SNG to
approximately 80%) and Liberty's Netlink Wholesale Division, which
includes a business that provides the Denver 6 services and a separate
business that sells programming packages to satellite master antenna
television systems serving hotels and multi-unit dwellings (the
"Liberty Transaction"). Liberty received 12,750,000 shares of TVG Class
B Common Stock as consideration.
Immediately after closing the Liberty Transaction, the Company
acquired from a subsidiary of The News Corporation Limited, the stock
of certain corporations (the "TV Guide Transaction") which publish TV
Guide Magazine and other printed television program listings guides and
distribute, through the Internet, an entertainment service known as TV
Guide Online (formerly TV Guide Entertainment Network or TVGEN). A
subsidiary of News Corp. received 22,503,412 shares of TVG Class A
Common Stock, 37,496,588 shares of TVG Class B Common Stock and $800
million in cash as consideration. In addition, the subsidiary of News
Corp. acquired 6,534,108 additional shares of TVG Class A Common Stock
for approximately $129 million in cash to equalize the TVG Class A
Common Stock ownership of TCI and News Corp. (the "Equity
Equalization").
Upon closing of the above transactions, the Company's name was
changed to TV Guide, Inc. and Liberty and News Corp. each directly or
indirectly owned approximately 44% of the issued and outstanding common
stock of the Company representing approximately 98% (approximately 49%
each) of the total voting power of TVG common stock.
The $800 million cash consideration portion of the TV Guide
Transaction was funded from the following sources: Net proceeds from
the sale of $400 million of 8 1/8% senior subordinated notes due 2009,
$185 million from bank borrowings, $129 million from the Equity
Equalization, and the remainder from existing cash balances.
The Company entered into a $300 million six-year revolving credit
facility and a $300 million 364-day revolving credit facility with a
group of banks on March 1, 1999. Borrowings outstanding under the 364-
day revolving credit facility convert to a five-year term loan at
maturity. Borrowings under the credit facilities bear interest either
at the bank's prime rate or LIBOR, both plus a margin based on a
sliding scale tied to the Company's leverage ratio. For the first year
of the credit facilities, the LIBOR margin is fixed at a minimum of
1.25%. The credit facilities are subject to prepayment or reduction at
any time without penalty. Borrowings to consummate the TV Guide
Transaction were drawn under the $300 million six-year revolving credit
facility.
The Company believes that, after giving effect to the TV Guide
Transaction and the Liberty Transaction, the related financings and
restrictions contained in the indenture on the activities of the
Company and the restricted subsidiaries, based on the Company's current
level of operations, cash and cash equivalents, marketable securities
and cash generated from operations, together with expected availability
under the bank credit facilities, subject to the covenants therein,
will be sufficient to enable the Company to service indebtedness, make
capital expenditures and meet operating costs and expenses for the
foreseeable future. Anticipated capital expenditures of the combined
Company for 1999 are approximately $37 million, which include
approximately $16 million to replace the cable headend equipment for
the TV Guide Channel product. Additionally, the Company anticipates
spending approximately $30 million in 1999 to develop Television Games
Network. If and when appropriate, the Company or its affiliates may
elect to incur additional indebtedness or to raise equity in the public
or private markets.
30
<PAGE>
The bank credit facilities and the indenture governing the notes
impose significant operating and financial restrictions on the Company.
These restrictions may significantly limit or prohibit the Company from
engaging in certain transactions, including the following: borrowing
additional money, paying dividends or other distributions to
stockholders, allowing restricted subsidiaries to guarantee other debt,
limiting the ability of restricted subsidiaries to make payments to the
Company and other restricted subsidiaries, creating liens on assets,
selling assets, entering into transactions with affiliates, and
engaging in certain mergers or consolidations. In addition, the
indenture limits the Company's ability and the ability of restricted
subsidiaries to make investments, but only if the credit ratings on the
notes fall below certain levels. These restrictions could limit the
Company's ability to obtain financing for working capital, capital
expenditures, acquisitions, debt service requirements and other
purposes. The restrictions may also affect the Company's ability to
actively manage its businesses, including entering into joint ventures
that advance the Company's strategy.
The Company has a significant amount of indebtedness and debt
service obligations. As of March 1, 1999, after closing of the TV Guide
Transaction, the Company has approximately $600 million of long-term
debt (including current portion) and unused borrowing capacity under
bank credit facilities of approximately $400 million (subject to
customary borrowing conditions). In addition, subject to restrictions
contained in the bank credit facilities and the indenture governing the
notes, the Company may borrow more money for working capital, capital
expenditures, acquisitions and other purposes. The Company's
significant indebtedness could have important consequences. For
example, the Company's ability to obtain any necessary financing in the
future for working capital, capital expenditures, acquisitions, debt
service requirements and other purposes may be limited; a large portion
of the money earned by the Company's subsidiaries must be dedicated to
the payment of interest on debt and will not be available for financing
operations and other business activities; the level of debt and the
covenants governing such debt could limit the Company's flexibility in
planning for, or reacting to, changes in the Company's business because
certain financing options may be limited or prohibited; the Company's
degree of leverage may be more than that of competitors, which may
place the Company at a competitive disadvantage; and the Company's
level of debt may make the Company more vulnerable in the event of a
downturn in the Company's business or the economy in general.
The Company's ability to meet debt service obligations and
specified financial ratios and tests will depend on future performance.
The Company's future performance, in turn, will be subject to general
economic conditions and to financial, business and other factors
affecting operations, many of which are beyond its control. In the
event of a default under the bank credit facilities, the lenders could
terminate their commitments and declare all amounts borrowed, together
with accrued interest and other fees, to be due and payable. Borrowings
under other debt instruments that contain cross-acceleration or cross-
default provisions may also be accelerated and become due and payable.
If any of these events should occur, the Company may not be able to pay
such amounts.
31
<PAGE>
Year 2000 Matters
The Company and the businesses acquired in the TV Guide
Transaction and the Liberty Transaction are continuing to address the
year 2000 issue as described in detail below.
TVG
In 1997, the Company began the process of identifying, evaluating
and implementing changes to its computer systems, applications and
certain equipment with embedded technology necessary to address the
year 2000 issue. The Company has established an enterprise-wide
program to prepare for the year 2000 and is utilizing both internal and
external resources to identify, correct and test the systems for year
2000 compliance. The historical and estimated future costs related to
the year 2000 issues have not been and are not expected to be a
material cost to the Company.
The year 2000 project involves a four-phase approach to
determining the year 2000 readiness of the Company's systems, software
and equipment. This approach provides a detailed method for tracking
the evaluation, repair and testing of the Company's systems, software
and equipment. Phase 1, Assessment, involves the inventory of all
systems, software and equipment and the identification of any year 2000
issues. Phase 1 was completed in January 1999. Phase 2, Remediation,
involves repairing, upgrading and/or replacing any non-compliant
equipment and systems. Phase 2 is scheduled for completion by April
1999. Phase 3, Testing, involves testing the Company's systems,
software and equipment for year 2000 readiness, or in certain cases,
relying on test results provided to the Company. Phase 3 is scheduled
for completion by May 1999. Phase 4, Implementation, involves placing
compliant systems, software and equipment into production or service.
Phase 4 is scheduled for completion by July 1999. The completion dates
set forth above are based on the Company's current expectations.
However, due to the uncertainties inherent in year 2000 remediation,
there can be no assurance that the projects will be completed on such
dates.
As part of the year 2000 project, the Company with the assistance
of TCI is in the process of contacting its significant suppliers and
customers to determine the extent to which the Company is vulnerable to
those third parties' failure to remediate their year 2000 compliance
issues. There can be no assurance that the systems of other companies
on which the Company's business relies will be timely converted or that
failure to convert by another company, or a conversion that is
incompatible with the Company's systems, would not have a material
adverse effect on the Company and its operations.
The Company's failure to resolve year 2000 issues on or before
December 31, 1999 could result in system failures causing disruption in
routine business activities. Also, if critical systems related to the
Company's services are not successfully remediated, the Company could
face claims of breach of contract from customers, certain programming
providers and from other businesses that rely on the Company's
programming services. Additionally, failure of third parties upon whom
the Company relies to timely remediate their year 2000 issues could
result in disruption in the Company's daily operations and core
services. While the Company believes the Year 2000 Project will
adequately address the internal year 2000 issues, the overall risks
associated with the year 2000 issue remain difficult to accurately
describe and quantify until the Company obtains additional information
regarding the remediation activities of its third party suppliers and
customers. There can be no assurance that the year 2000 issue will not
have a material adverse effect on the Company and its operations.
The Company is in the process of developing contingency plans on
all critical processes to minimize the impact of any Year 2000 related
interruption. These plans have been completed at a high level and the
detailed plans are expected to be in place prior to May 31, 1999.
32
<PAGE>
Businesses Acquired in the TV Guide Transaction
The Company's capital spending plan provides for technology
investments in the periods prior to December 31, 1999, for systems
which would be operational after December 31, 1999. As a result of its
assessment and capital planning, no acceleration of material planned
system replacements were made due to year 2000 issues.
The objective of the Company's year 2000 efforts is to determine
and assess the risks of the year 2000 issue and to plan and institute
mitigating actions to reduce those risks to acceptable levels. The
Company's standard for compliance requires that a computer system or
business process be designed to be used prior to, on and after January
1, 2000. Such systems or processes must be able to operate without
error in dates and date related data, including without limitation,
calculating, comparing, indexing and sequencing prior to, on and after
January 1, 2000.
The Company's year 2000 project team is focusing on the following
major areas:
Core Computer Systems. Information technology systems account for
much of the year 2000 work and include all computer systems and
technology managed by the Company. The Company's core computer systems
relate to editorial, fulfillment and production functions. All core
systems have been assessed, plans are in place and work is being
undertaken to test and implement changes where required.
Equipment and Facilities. An inventory of all critical office
equipment and infrastructure has been completed and the Company has
developed plans to assess any year 2000 issues related to critical
items.
Customers and Vendors. The Company is developing a plan to contact
its major customers and vendors. To date, no significant customers or
vendors have informed the Company that a material Year 2000 issue
exists which could have a material effect on the Company. There can be
no assurance that the systems of other companies on which the Company's
business relies will be timely converted or that failure to convert by
another company, or a conversion that is incompatible with the
Company's systems, would not have a material adverse effect on the
Company and its operations.
During 1999, the Company will continually review its progress
against its Year 2000 plans and conclude on the appropriate and
feasible contingency plans to reduce its exposure to Year 2000 related
issues. Based on information developed to date, costs of addressing
potential problems are not currently expected to have a material
adverse impact on the Company's financial position, results of
operations or cash flows in future periods. However, if the Company,
its customers or vendors are unable to resolve any material Year 2000
issues in a timely manner, such inability could result in a material
financial risk.
33
<PAGE>
Businesses Acquired in the Liberty Transaction
A preliminary assessment has been done by the Company concerning
the year 2000 issue. In discussions with the Netlink Wholesale
Division, it was preliminarily concluded that the activity required for
ensuring compliance on the systems, software and equipment will not be
significant. During the remainder of 1999, a more formalized and
structured approach will be used. This project is referred to as the
year 2000 project.
The year 2000 project involves a four-phase approach to
determining the year 2000 readiness of the Company's systems, software
and equipment. This approach provides a detailed method for tracking
the evaluation, repair and testing of the systems, software and
equipment. Phase 1, Assessment, involves the inventory of all systems,
software and equipment and the identification of any year 2000 issues.
Phase 1 was completed in January 1999. Phase 2, Remediation, involves
repairing, upgrading and/or replacing any non-compliant equipment and
systems. Phase 2 is scheduled for completion by May 1999. Phase 3,
Testing, involves testing the systems, software and equipment for year
2000 readiness, or in certain cases, relying on test results provided
to the Company. Phase 3 is scheduled for completion by July 1999. Phase
4, Implementation, involves placing compliant systems, software and
equipment into production or service. Phase 4 is scheduled for
completion by September 1999. The completion dates set forth above are
based on current expectations. However, due to the uncertainties
inherent in year 2000 remediation, there can be no assurance that the
projects will be completed on such dates.
As part of the year 2000 project, significant suppliers and
customers will be contacted to determine the extent to which the
Company is vulnerable to those third parties' failure to remediate
their year 2000 compliance issues. There can be no assurance that the
systems of other companies on which the Company's business relies will
be timely converted or that failure to convert by another company, or a
conversion that is incompatible with the Company's systems, would not
have a material adverse effect on the Company and its operations.
The failure to resolve year 2000 issues on or before December 31,
1999 could result in system failures causing disruption in routine
business activities. Also, if critical systems related to the Company's
services are not successfully remediated, the Company could face claims
of breach of contract from customers, certain programming providers and
from other businesses that rely on the Company's programming services.
Additionally, failure of third parties upon whom the Company relies to
timely remediate their year 2000 issues could result in disruption in
the Company's daily operations and core services. While the Company
believes the year 2000 project will adequately address the internal
year 2000 issues, the overall risks associated with the year 2000 issue
remain difficult to accurately describe and quantify until additional
information is obtained regarding the remediation activities of third
party suppliers and customers. There can be no assurance that the year
2000 issue will not have a material adverse effect on the Company and
its operations.
There are plans to develop contingency plans on all critical
processes to minimize the impact of any year 2000 related interruption.
Plans are expected to be in place by July 1999.
34
<PAGE>
Cautionary Statement
This report contains certain "forward-looking statements" within
the meaning of federal securities laws about the Company's financial
condition, results of operations and business. Such forward-looking
statements may include, among other things, statements concerning:
future acquisitions, changes in net revenues from the Company's
businesses, the impact of governmental regulations, competitive
conditions in industries in which the Company does business, liquidity
and future capital expenditures, Year 2000 matters, the outcome of
certain litigation, alternative sources of supplies and services needed
by the Company and developments in the Company's interactive guide
businesses. These forward-looking statements are subject to numerous
assumptions, risks and uncertainties that may cause our actual results,
performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by us in
those statements. The most important factors that could prevent the
Company from achieving our stated goals include, but are not limited
to, the following:
-- continued declines in circulation and operating profits for TV
Guide Magazine,
-- changes in the regulation of the cable television and/or satellite
industries adverse to the Company's services,
-- loss of the cable and/or satellite compulsory licenses provided by
federal law,
-- the willingness of cable and satellite television systems to
acquire and install new equipment that will allow us effectively
to market our interactive technology,
-- increased price and service competition within the industry,
-- our ability to keep pace with technological developments to
protect the Company's intellectual property rights, and defend
against claims by others asserting infringement of their
intellectual property rights,
-- a reduction in demand for advertising and competition from other
media companies for audience and advertising revenues,
-- changes in paper prices or postal rates and
-- operating and financial risks related to integrating the TV Guide
businesses and other acquired businesses.
Because forward-looking statements are subject to risks and
uncertainties, actual results may differ materially from those
expressed or implied by such statements. The cautionary statements
contained or referred to in this section should be considered in
connection with any subsequent written or oral forward-looking
statements that the Company or persons acting on the Company's behalf
may issue. The Company undertakes no obligation to review or confirm
analysts' expectations or estimates or to release publicly any
revisions to any forward-looking statements to reflect events or
circumstances after the date of this report or to reflect the
occurrence of unanticipated events.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's exposure to interest rate changes is primarily
related to its variable rate debt under TVG's $300 million six-year
revolving credit facility and $300 million 364-day revolving credit
facility which were entered into in conjunction with the TV Guide
Transaction. Borrowings under the 364-day revolving credit facility
convert to a five-year term loan at maturity. Because the interest
rates on these facilities are variable, based upon the bank's prime
rate or LIBOR, the Company's interest expense and cash flow are
affected by interest rate fluctuations. At March 29, 1999, the Company
had $195 million outstanding under the six-year revolving credit
facility and no borrowings outstanding under the 364-day revolving
credit facility. If interest rates were to increase or decrease by 100
basis points, the result, based upon the existing outstanding debt,
would be an annual increase or decrease of $2.0 million in interest
expense and a corresponding decrease or increase of $2.0 million in the
Company's cash flow.
35
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTRY DATA
TV GUIDE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Reports of Independent Auditors:
KPMG LLP 37
Ernst & Young LLP 38
Consolidated Balance Sheets 39
Consolidated Statements of Income 40
Consolidated Statements of Changes in Stockholders'
Equity 41
Consolidated Statements of Cash Flows 42
Notes to Consolidated Financial Statements 43
The following supplemental financial statements have been restated to
reflect the businesses acquired in the Liberty Transaction on March 1,
1999 which has been accounted for as a combination of entities under
common control, similar to a pooling of interests. These statements do
not extend through the date of the Liberty Transaction; however, they
will become the historical financial statements of the Company after
financial statements covering the date of the Liberty Transaction are
issued.
Reports of Independent Auditors:
KPMG LLP 69
Ernst & Young LLP 70
KPMG LLP 71
KPMG LLP 72
Supplemental Consolidated Balance Sheets 73
Supplemental Consolidated Statements of Income 74
Supplemental Consolidated Statements of Changes
in Stockholders' Equity 75
Supplemental Consolidated Statements of Cash Flows 76
Notes to Supplemental Consolidated Financial Statements 77
Separate financial statements of the guarantor subsidiaries have not
been presented herein as such subsidiaries are wholly owned and are
joint and several, full and unconditional guarantors of the senior
subordinated notes.
INDEX TO FINANCIAL STATEMENT SCHEDULES
Schedule II - Valuation and Qualifying Accounts 116
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.
36
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
TV Guide, Inc.:
We have audited the accompanying consolidated balance sheets of TV
Guide, Inc.(formerly United Video Satellite Group, Inc.) as of December
31, 1998 and 1997, and the related consolidated statements of income,
changes in stockholders' equity, and cash flows for the years then
ended. In connection with our audits of the consolidated financial
statements, we have also audited the related financial statement
schedule. These consolidated financial statements and financial
statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated
financial statements and financial statement 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 financial position
of TV Guide, Inc. (formerly United Video Satellite Group, Inc.) as of
December 31, 1998 and 1997, and the results of their operations and
their cash flows for the years 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 LLP
Tulsa, Oklahoma
February 5, 1999
(Except for Note 16
as to which the date
is March 1, 1999)
37
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
TV Guide, Inc.
We have audited the accompanying consolidated statements of
income, changes in stockholders' equity, and cash flows of TV Guide,
Inc. (formerly United Video Satellite Group, Inc.) for the year ended
December 31, 1996. Our audit 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 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 consolidated
results of operations and cash flows of TV Guide, Inc. (formerly United
Video Satellite Group, Inc.) for the year 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
38
<PAGE>
TV GUIDE, INC.
(formerly United Video Satellite Group, Inc.)
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
December 31,
1998 1997
---- ----
ASSETS
Current assets:
Cash and cash equivalents $155,516 $30,752
Marketable securities, at fair value 5,804 112,334
Accounts receivable, net of allowance
for doubtful accounts of $2,699 and
$2,785 at December 31, 1998 and 1997,
respectively 59,280 55,611
Prepaid expenses and other 5,610 9,842
Deferred tax asset 1,811 2,123
-------- --------
Total current assets 228,021 210,662
Property, plant and equipment, at cost,
net of accumulated depreciation and
amortization 45,179 50,992
Intangible assets, net of accumulated
amortization of $18,347 and $7,823
at December 31, 1998 and 1997,
respectively 111,420 30,072
Other assets, net of accumulated
amortization of $42 and $33 at
December 31, 1998 and 1997,
respectively 19,162 2,726
-------- --------
Total assets $403,782 $294,452
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,146 $ 5,894
Accrued liabilities 52,480 50,385
Note payable and current portion of
capital lease obligations
and long-term debt 5,463 10,957
Customer prepayments 109,260 91,266
-------- --------
Total current liabilities 173,349 158,502
Deferred compensation 367 871
Deferred tax liability 11,041 2,737
Capital lease obligations and
long-term debt 13,007 17,207
Minority interest 3,596 3,141
Stockholders' equity:
Preferred stock, $.01 par value;
2,000,000 shares authorized,
no shares outstanding -- --
Class A common stock, $.01 par value;
shares authorized: 650,000,000 in 1998
and 60,000,000 in 1997, shares
outstanding: 47,893,688 in 1998 and
24,420,120 in 1997 479 244
Class B common stock, $.01 par value;
shares authorized: 300,000,000 in 1998
and 30,000,000 in 1997, shares
outstanding: 24,746,588 in 1998 and
12,373,294 in 1997 247 124
Additional paid-in capital 22,319 39,112
Accumulated other comprehensive
loss, net of tax (54) (13)
Retained earnings 180,610 115,833
-------- --------
203,601 155,300
Minority interest deficit in
Superstar/Netlink Group LLC (1,179) (43,306)
-------- --------
Total stockholders' equity 202,422 111,994
-------- --------
Total liabilities and stockholders' equity $403,782 $294,452
======== ========
See accompanying notes.
39
<PAGE>
TV GUIDE, INC.
(formerly United Video Satellite Group, Inc.)
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Year Ended December 31,
1998 1997 1996
---- ---- ----
Revenues:
Satellite services $517,112 $435,153 $378,691
Advertising sales 40,349 30,828 22,774
Systems integration
services 40,959 41,617 35,703
-------- -------- --------
598,420 507,598 437,168
Operating expenses:
Programming and
delivery 322,059 260,584 227,938
Selling, general
and administrative 152,635 143,019 137,687
Depreciation 13,851 12,207 9,965
Amortization 14,176 6,444 6,358
-------- -------- --------
502,721 422,254 381,948
-------- -------- --------
Operating income 95,699 85,344 55,220
Gain on issuance of equity
by subsidiary 13,373 -- --
Interest income 6,346 5,882 3,401
Interest expense (1,629) (2,122) (2,024)
Other income 11,607 401 551
Other expense (1,423) (71) (244)
-------- -------- --------
Income before income taxes
and minority interest 123,973 89,434 56,904
Provision for income taxes (37,507) (25,892) (17,122)
Minority interest
in earnings (21,689) (17,782) (9,698)
-------- -------- --------
Net income $ 64,777 $ 45,760 $ 30,084
======== ======== ========
Earnings per share (1):
Basic $ 0.88 $ 0.62 $ 0.42
Diluted 0.87 0.62 0.41
(1) 1997 and 1996 amounts adjusted for two-for-one stock split. (See
Note 11).
See accompanying notes.
40
<PAGE>
<TABLE>
<CAPTION>
TV GUIDE, INC.
(formerly United Video Satellite Group, Inc.)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands, except share amounts)
Accumulated
Notes Other
Class A Class B Additional Receivable Comprehen- Minority
Common Common Paid-In From sive Income Retained Interest
Stock Stock Capital Stockholders (Loss) Earnings Deficit Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at January
1, 1996 $ 55 $124 $29,507 $ (472) $(110) $ 39,989 $ -- $ 69,093
Comprehensive
income, net of
tax:
Net income -- -- -- -- -- 30,084 -- 30,084
Change in
unrealized
appreciation
(depreciation)
on available
for sale
securites:
Unrealized
holdings gain
net of
reclassi-
fication
adjustments
(net of income
taxes of $159) -- -- -- -- 271 -- -- 271
-------
Total
Comprehen-
sive
income 30,355
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 -- 3,212 -- -- -- -- 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
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 34,788 (509) 161 70,073 (40,715) 64,160
Comprehensive
income, net of
tax:
Net income -- -- -- -- -- 45,760 -- 45,760
Change in
unrealized
appreciation
(depreciation)
on available
for sale
securities:
Unrealized
holdings loss
net of
reclassi-
fication
adjustments
(net of income
taxes of $102) -- -- -- -- (174) -- -- (174)
--------
Total
Comprehen-
sive
income 45,586
Exercise of
stock options,
net of stock
tendered
(701,829 Class
A Shares) 7 -- 2,601 -- -- -- -- 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
Excess of
distributions to
minority interest
in Superstar/
Netlink Group
LLC over
earnings -- -- -- -- -- -- (2,591) (2,591)
---- ---- ------- ----- ------ -------- -------- --------
Balance at December
31, 1997 244 124 39,112 -- (13) 115,833 (43,306) 111,994
Comprehensive
income, net of
tax:
Net income -- -- -- -- -- 64,777 -- 64,777
Change in
unrealized
appreciation
(depreciation)
on available
for sale
securities:
Unrealized
holdings loss,
net of
reclassi-
fication
adjustments
(net of income
taxes of $24) -- -- -- -- (41) -- -- (41)
--------
Total
Comprehen-
sive
income 64,736
Two-for-one split
(24,224,833
Class A shares
and 12,373,294
Class B shares) 242 123 (365) -- -- -- -- --
Exercise of
stock options,
(133,220 Class
A Shares) 1 -- 1,222 -- -- -- -- 1,223
Repurchase and
retirement of
stock (887,800
Class A shares) (8) -- (18,775) -- -- -- -- (18,783)
Tax benefit from
exercise of non-
qualified stock
options -- -- 362 -- -- -- -- 362
Non-cash stock
compensation -- -- 763 -- -- -- -- 763
Minority interest
adjustment in
Superstar/Netlink
Group LLC at
acquisition of
Turner Vision -- -- -- -- -- -- 24,524 24,524
Excess of
earnings over
distributions
to minority
interest in
Superstar/Netlink
Group LLC -- -- -- -- -- -- 17,603 17,603
------ ---- ------- ----- ------ -------- -------- --------
Balance at December
31, 1998 $ 479 $247 $22,319 $ -- $ (54) $180,610 $ (1,179) $202,422
====== ==== ======= ===== ====== ======== ======== ========
</TABLE>
See accompanying notes.
41
<PAGE>
TV GUIDE, INC.
(formerly United Video Satellite Group, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
1998 1997 1996
---- ---- ----
Operating activities:
Net income $ 64,777 $ 45,760 $ 30,084
Adjustments to reconcile net income
to net cash provided by operating
activities:
Gain on issuance of equity by
subsidiary (13,373) -- --
Depreciation and amortization 28,027 18,651 16,323
Minority interest in earnings 21,689 17,782 9,698
Deferred income taxes 8,650 2,161 232
Amortization of bond premiums 1,019 937 650
(Gain)loss on asset dispositions (10,890) (132) 123
Other 663 463 945
Changes in operating assets and
liabilities:
Accounts receivable 2,786 (10,333) (2,341)
Prepaid expenses and other 2,041 989 (2,929)
Accounts payable (817) (914) 440
Accrued liabilities (5,071) 7,427 8,648
Customer prepayments (4,755) (4,378) (7,971)
Other (504) (427) (2,791)
--------- -------- --------
Net cash provided by operating
activities 94,242 77,986 51,111
Investing activities:
Capital expenditures (11,111) (10,238) (14,427)
Investments and acquisitions (42,102) (130) (106)
Purchases of marketable securities (74,360) (91,666) (47,065)
Sales of marketable securities 116,347 3,659 --
Maturities of marketable securities 73,822 33,041 20,482
Other (857) (1,590) (1,025)
--------- -------- --------
Net cash provided by (used in)
investing activities 61,739 (66,924) (42,141)
Financing activities:
Repayment of note payable and
long-term debt (6,201) (7,261) (14)
Note payable borrowings -- 7,446 7,245
Repayment of capital lease
obligations (3,493) (3,258) (3,039)
Issuance of common stock 1,223 2,608 3,216
Repurchase of common stock (18,783) (2,077) --
Distributions to
minority interests (3,705) (21,000) (2,300)
Other (258) 436 233
-------- -------- --------
Net cash provided by (used in)
financing activities (31,217) (23,106) 5,341
-------- -------- --------
Net increase (decrease) in
cash and cash equivalents 124,764 (12,044) 14,311
Cash and cash equivalents at
beginning of year 30,752 42,796 28,485
-------- -------- --------
Cash and cash equivalents
at end of year $155,516 $ 30,752 $ 42,796
========= ======== ========
See accompanying notes.
42
<PAGE>
TV GUIDE, INC.
(formerly United Video Satellite Group, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. General
The Company
TV Guide, Inc. ("TVG" or the "Company")(formerly United Video
Satellite Group, Inc., See Note 16) 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 TVG adopted the Agreement
and Plan of Merger dated as of July 10, 1995, as amended (the "Merger
Agreement"), among TVG, Tele-Communications, Inc. ("TCI") and TCI
Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub was
merged into TVG, with TVG 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 TVG (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 22,230,784 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 4,290,932 shares were so
converted.
In connection with the Merger, TVG's then controlling stockholder
converted 24,746,588 of the shares of Class B Common Stock of TVG held
by him into shares of TVG Class A Common Stock. Pursuant to the terms
of the Merger Agreement, the remaining 24,746,588 shares of Class B
Common Stock retained by TVG's controlling stockholder were converted
into Merger Consideration.
As a consequence of the foregoing transactions, TCI acquired
24,746,588 shares of TVG Class B Common Stock and 4,290,932 shares of
TVG Class A Common Stock, together representing approximately 40% of
the issued and outstanding common stock of TVG and approximately 86% of
the total voting power of TVG common stock immediately after the
Merger, resulting in TVG becoming a majority-controlled subsidiary of
TCI.
On January 12, 1998, TCI acquired the remaining 24,746,588 shares
of TVG Series A Common Stock held by TVG's former controlling
stockholder, increasing TCI's equity ownership interest to
approximately 73% and its voting power to approximately 93%. (See Note
16).
43
<PAGE>
2. Significant Accounting Policies
Basis of Presentation
These financial statements present the consolidated financial
position, results of operations and cash flows of TVG 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 municipal debt securities and equities 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. Marketable
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 accumulated other comprehensive income or loss. At December 31,
1998 and 1997, 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.
44
<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
Intangible assets are being amortized on a straight-line basis
over 5-15 years. (See Notes 3 and 6.)
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 that the Company is unable to provide service.
Revenue Recognition on Advertising
The Company recognizes advertising revenue when the related
advertisement is aired.
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 recognized is deferred as advance
billings and is included in accrued liabilities. At December 31, 1998
and 1997, $4.5 million and $5.5 million, respectively, of earned
revenues not yet billed are included in accounts receivable. At
December 31, 1998 and 1997, there were no excess billings over contract
revenue earned. Estimated losses on contracts are recorded in full
when a loss is anticipated.
Subsidiary Equity Transactions
The Company recognizes as non-operating income or loss its
proportionate share of increases or decreases in the equity of its
affiliates arising from equity transactions by such affiliates.
Impairment of Long-Lived Assets and Long-Lived Assets to Be
Disposed Of
The Company reviews long-lived assets and intangible assets,
including goodwill, 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.
45
<PAGE>
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
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):
1998 1997 1996
------------- -------------- -------------
Per Share Per Share Per Share
Amount Amount Amount
------ ------ ------
Net income $64,777 $45,760 $30,084
======= ======= =======
Weighted average
number of shares
of common stock
outstanding (1) 73,208 $0.88 73,347 $0.62 72,020 $0.42
===== ===== =====
Effect of dilutive
securities -
stock options (1) 927 711 1,502
------ ------ ------
Weighted average
number of shares
of common stock
and dilutive
potential common
shares (1) 74,135 $0.87 74,058 $0.62 73,522 $0.41
======= ===== ======= ===== ====== =====
(1) 1997 and 1996 amounts adjusted for two-for-one stock split
(See Note 11).
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.
46
<PAGE>
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, 1998, 1997 and 1996,
revenues earned by the Company from TCI were $9.1 million, $8.1 million
and $8.1 million, respectively. Additionally, TCI purchased system
integration services from the Company totaling $516,000, $1.2 million
and $3.1 million during 1998, 1997 and 1996, respectively. The Company
purchases programming and production services from TCI consolidated
affiliates. These purchases totaled $43.7 million, $36.8 million and
$34.1 million for the years ended December 31, 1998, 1997 and 1996,
respectively (See Note 16).
At December 31, 1998 and 1997, the Company had outstanding
receivables of $2.4 million and $953,000, respectively, due from TCI
consolidated affiliates and outstanding liabilities of $3.5 million and
$3.6 million, respectively, due to TCI consolidated affiliates.
The Company has included above transactions with TCI and all
entities in which TCI has an interest greater than 50%. In addition,
the Company has significant transactions with entities in which TCI
owns, directly or indirectly, 50% or less, which transactions were
conducted at arms-length in the ordinary course of business.
Research and Development Costs
Research and development costs of $7.9 million, $7.5 million and
$5.4 million for the years ended December 31, 1998, 1997 and 1996,
respectively, are included in selling, general and administrative
expenses.
Comprehensive Income
Effective January 1, 1998, the Company adopted the provisions of
Statement of Financial Accounting Standards ("Statement") No. 130,
Reporting Comprehensive Income. The Company has reclassified certain
amounts in the consolidated balance sheet to conform to the
requirements of Statement 130. Statement 130 requires that all items
which are components of comprehensive earnings or losses be reported in
a financial statement in the period in which they are recognized. The
Company has included unrealized holding gains and losses for available-
for-sale securities that are recorded directly in stockholders' equity
in other comprehensive earnings. Pursuant to Statement 130, these
items are reflected, net of related tax effects, as components of
comprehensive earnings and are included in accumulated other
comprehensive earnings in the Company's consolidated statements of
changes in stockholders' equity.
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.
Reclassifications
Certain financial statement items for prior years have been
reclassified to conform to the 1998 presentation.
47
<PAGE>
3. Acquisitions
Effective February 1, 1998, Turner Vision, Inc. ("Turner Vision")
contributed its retail C-band home satellite dish business' assets,
obligations and operations to Superstar/Netlink Group LLC ("SNG") in
return for an approximate 20% interest in SNG, reducing the Company's
and Liberty Media Corporation's ("Liberty") ownership interest in SNG
to approximately 40% each. The Company continues to manage SNG and
SNG's operating results continue to be consolidated with those of the
Company. Liberty is wholly owned by TCI.
The contribution was accounted for as a purchase of Turner
Vision's business by SNG. Assets contributed by Turner Vision to SNG
totaled $4.2 million and consisted primarily of $2.5 million of cash
and $1.7 million of accounts receivable. These assets were subject to
liabilities of $27.9 million, consisting primarily of $21.6 million of
customer prepayments and $6.3 million of accounts payable and accrued
liabilities. The purchase price of Turner Vision's business exceeded
the fair value of the underlying net assets acquired by approximately
$61.6 million, which amount was assigned to goodwill and is being
amortized over ten years. As a result of the transaction, the Company
recognized a gain of $13.4 million.
On July 13, 1998, the Company increased its ownership interest in
ODS Technologies, LP ("ODS"), a privately held interactive gaming
company, to 98% by purchasing an 88% interest in ODS for approximately
$28.4 million in cash. The purchase price of the Company's ownership
interest in ODS exceeded the fair value of ODS's net assets acquired by
approximately $28.2 million, which was assigned to patents and is being
amortized over 15 years.
The following pro forma financial information reflects the
Company's results of operations for the years ended December 31, 1998
and 1997 as though the retail operations of Turner Vision and ODS had
been acquired as of January 1, 1997, excluding the gain recognized by
the Company as a result of the Turner Vision transaction (in thousands,
unaudited):
1998 1997
---- ----
Pro forma:
Revenues $606,598 $596,854
Net income 50,252 34,504
Net income per share:
Basic $ 0.69 $ 0.47
Diluted 0.68 0.47
4. 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):
1998
----------------------------------------
Gross
Unrealized Estimated
Unamortized Gains Fair
Cost (Losses) Value
----------- ---------- ---------
Municipal debt
securities:
Due after three
months through
one year $ 1,664 $ 1 $ 1,665
Due after one
year through
three years 3,908 19 3,927
-------- ---- --------
5,572 20 5,592
Equity securities 318 (106) 212
-------- ---- --------
$ 5,890 $ (86) $ 5,804
======== ==== ========
48
<PAGE>
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
======== ==== ========
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 1998 and 1997, realized gains from the sale of marketable
securities were $10.4 million and $17,000, respectively which is
included in "Other Income".
5. Property, Plant and Equipment
Property, plant and equipment as of December 31 are summarized as
follows (in thousands):
1998 1997
---- ----
Leased transponders $ 37,959 $ 37,959
Land 172 172
Building 2,103 1,595
Building improvements 4,274 4,267
Electronic equipment 33,708 31,952
Equipment and other 48,129 41,009
-------- --------
126,345 116,954
Accumulated depreciation and
amortization 81,166 65,962
-------- --------
$ 45,179 $ 50,992
======== ========
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 $23.3 million and $19.6
million at December 31, 1998 and 1997, respectively.
6. Intangible Assets
Intangible assets as of December 31 are summarized as follows (in
thousands):
1998 1997
---- ----
Goodwill $ 99,494 $35,860
Patents 28,238 --
Other 2,035 2,035
-------- -------
129,767 37,895
Accumulated amortization (18,347) (7,823)
-------- -------
$111,420 $30,072
======== =======
49
<PAGE>
7. Income Taxes
Significant components of the Company's deferred tax assets and
liabilities as of December 31 are as follows (in thousands):
1998 1997
---- ----
Deferred tax assets:
Bad debt expense $ 729 $ 821
Deferred compensation 377 616
Compensated absences 282 401
Capital lease obligations 822 770
Other 632 950
------- ------
Total deferred tax assets 2,842 3,558
Deferred tax liabilities:
Book/tax depreciation 4,482 4,172
Investment in Superstar/
Netlink Group LLC 7,590 --
------- ------
Total deferred tax
liabilities 12,072 4,172
------- ------
Net deferred tax liabilities $ 9,230 $ 614
======= ======
Significant components of the provision for income taxes for the
years ended December 31 are as follows (in thousands):
1998 1997 1996
---- ---- ----
Current:
Federal $26,478 $21,772 $15,476
State 2,379 1,959 1,414
------- ------- -------
28,857 23,731 16,890
Deferred:
Federal 7,901 1,985 192
State 749 176 40
------- ------- -------
8,650 2,161 232
------- ------- -------
$37,507 $25,892 $17,122
======= ======= =======
50
<PAGE>
The reconciliation of income tax computed at the U.S. federal
statutory tax rate to income tax expense is (in thousands):
1998 1997 1996
---- ---- ----
Tax at statutory rate (35%) $43,391 $31,302 $19,916
Minority interest in
consolidated entities not
subject to income taxes (7,490) (6,294) (3,650)
State taxes, net of federal
benefit 2,033 1,388 945
Effect of municipal interest
earned and exempt from
federal tax (1,215) (1,411) (791)
Non-deductible goodwill
amortization 748 748 804
Other 40 159 (102)
------- ------- -------
$37,507 $25,892 $17,122
======= ======= =======
Income taxes paid were approximately $28.5 million, $21.9 million
and $15.6 million for the years ended December 31, 1998, 1997 and 1996,
respectively.
8. Credit Arrangements
SSDS, Inc. ("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 $5.0 million. Borrowings under this credit
facility bear interest at the bank's stated prime rate plus a margin
(8.25% at December 31, 1998). SSDS pays a commitment fee of 0.375% on
the average daily unused portion of this credit facility. Outstanding
borrowings under the credit facility were $1.7 million as of December
31, 1998 and are classified as current liabilities. The credit
facility expires on April 30, 1999 and is secured by substantially all
of SSDS's assets. This credit facility replaced the revolving credit
agreement which existed at December 31, 1997. Borrowings under the
previous credit facility were $7.4 million as of December 31, 1997.
Interest paid by the Company, primarily on capital lease
obligations, was $1.7 million, $2.0 million and $1.9 million for the
years ended December 31, 1998, 1997 and 1996, respectively.
51
<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, 1998 are as follows (in thousands):
Capital Operating
Leases Leases
------- ---------
Year ending December 31:
1999 $ 4,740 $11,044
2000 4,740 8,272
2001 3,400 7,504
2002 2,400 6,923
2003 2,400 6,979
Thereafter 2,400 7,315
------- -------
Total future minimum lease
payments 20,080 48,037
Less amount representing interest
at 7% 3,328 --
Less sublease revenues -- 2,030
------- -------
Net future minimum lease payments 16,752 $46,007
Less current portion 3,745 =======
-------
$13,007
=======
Rental expense under noncancellable operating leases amounted to
$10.7 million (net of $1.7 million in sublease revenues), $9.6 million
(net of $1.8 million in sublease revenues) and $8.6 million (net of
$1.7 million in sublease revenues) for the years ended December 31,
1998, 1997 and 1996, respectively.
52
<PAGE>
10. Stock Options and Other Employee Incentive Plans and Agreements
The Company sponsors the TV Guide, Inc. Equity Incentive Plan
under which 8 million shares of TVG'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 TV Guide, Inc. Stock Option Plan
for Non-Employee Directors under which 500,000 shares of TVG's Class A
Common Stock are authorized to be issued in connection with the
exercise of stock options granted thereunder.
At December 31, 1998, 6.3 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, except exercise prices):
Weighted-
Average
Exercise
Options(1) Price(1) Exercisable(1)
--------- -------- -------------
At January 1, 1996 4,121 $ 4.25 1,230
Granted 1,276 11.11
Exercised (815) 4.04
Cancelled (805) 9.21
-----
At December 31, 1996 3,777 5.56 2,478
Granted 916 8.54
Exercised (2,089) 4.04
Cancelled (252) 5.88
-----
At December 31, 1997 2,352 8.03 708
Granted 709 16.61
Exercised (254) 6.84
Cancelled (36) 9.41
-----
At December 31, 1998 2,771 10.32 1,155
=====
(1) Adjusted for two-for-one stock split. (See Note 11).
53
<PAGE>
Exercise prices for options outstanding as of December 31, 1998
ranged from $4 to $17. The weighted-average remaining contractual life
of those options is 7.8 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 1998, 1997
and 1996, respectively: risk-free interest rates of 4.7%, 5.7% and
6.0%; a dividend yield of 0%; volatility factors of the expected market
price of the Company's common stock of .41, .41 and .38; and a weighted-
average expected life of the options of 5 years. The weighted average
estimated fair value of stock options granted during 1998, 1997 and
1996 was $7.15, $7.64 and $10.16, respectively.
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):
1998 1997 1996
---- ---- ----
Pro forma net income $63,408 $45,060 $29,620
Pro forma earnings per
share:
Basic 0.87 0.61 0.41
Diluted 0.86 0.61 0.40
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 $464,000, $427,000 and $2.8 million
during the years ended December 31, 1998, 1997 and 1996, 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, 1998, 75,922 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 69%. There was no compensation expense under this
plan during 1998, 1997 or 1996.
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, 1998, 38,000 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 1998, 1997 or 1996.
54
<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.
On July 28, 1998, the stockholders of the Company approved a
proposal to amend the Company's Restated Certificate of Incorporation
to increase the number of authorized shares of Class A Common Stock and
Class B Common Stock to 650 million shares and 300 million shares,
respectively.
On August 20, 1998, the Company effected a two-for-one split of
its Class A Common Stock and Class B Common Stock 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
to holders of record on August 10, 1998.
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, 1998, 1997 and 1996 were $1.3 million, $1.3 million and
$1.0 million, respectively. The Company does not provide any
postretirement or postemployment benefits.
55
<PAGE>
13. Legal Proceedings
On October 8, 1993, the Company received correspondence from
StarSight Telecast, Inc. ("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 schedule
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 6, 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 seeking damages and injunctive relief. 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 other two patents
identified in the original complaint and the five patents licensed to
StarSight are not infringed by the Company. On March 20, 1995,
StarSight filed an Answer to Amended and Supplemental Complaint,
reasserting its charge of infringement of the 121 Patent. In December
1995, StarSight moved to file an amended answer to assert infringement
of two additional patents. The Court subsequently granted StarSight's
motion, but stayed all proceedings as to those two patents. Trial of
validity and inequitable conduct unenforceability of the 121 Patent,
and alleged infringement by the Prevue Express product of the 121
Patent, commenced May 8, 1996. Proceedings on all issues other than
liability with respect to the 121 Patent had been stayed. Over the
course of the subsequent two and one-half years, the Court heard
approximately 20 days of testimony, which concluded on July 7, 1998.
The trial was continued at various times at the parties' request to
allow the parties to assess the litigation and consider settlement
possibilities. Although the parties announced a settlement as part of a
business deal on January 20, 1998, it was never finalized, and no
settlement was reached. The parties submitted post-trial papers in
September and October 1998, and presented closing arguments to the
Court on November 12, 1998. The case has been submitted to the Court
and the parties are awaiting a decision on the issues of infringement
and validity of the 121 Patent. Shortly before the closing argument, on
November 9, 1998, StarSight moved to dismiss the case asserting that
the Company had abandoned the Prevue Express product at issue in the
case and that the Court therefore lacked subject matter jurisdiction
over the matter. The Company opposed the motion on November 12, 1998.
The Court has not yet issued a decision on that motion. On February 19,
1999 the District Court entered Partial Findings of Fact and
Conclusions of Law determining that the 121 Patent is not unenforceable
by reason of inequitable conduct. The Court referred the case to a
Magistrate Judge to schedule a settlement conference prior to the Court
entering additional findings of fact and conclusions of law with
respect to the remaining issues tried. There can be no assurance that
this litigation can be resolved without material adverse effect on the
business prospects of the Company and its subsidiaries and the future
financial position or results of the Company and its subsidiaries. The
Company has not provided for any potential loss as a result of this
litigation.
On July 24, 1998, Gemstar and StarSight filed an action in the
U.S. District Court for the Northern District of California asserting
infringement by the Company's TV Guide Networks subsidiary (formerly
Prevue Networks, Inc.) of the 121 Patent and U.S. Patent No. 4,751,578
(the "578 patent") seeking damages and injunctive relief. The original
Complaint did not specify a product accused of infringement. On
September 30, 1998, Gemstar and StarSight filed an Amended Complaint
adding SuperGuide Corporation ("SuperGuide") as a plaintiff, TCI as a
defendant, and specifying TV Guide Interactive as the allegedly
infringing product. TCI Communications, Inc. was subsequently
substituted for TCI. TV Guide Networks answered the Amended Complaint
on October 15, 1998, asserting the defenses of non-infringement,
invalidity and estoppel with respect to both the 121 and 578 Patents,
and inequitable conduct unenforceability with respect to the 121
Patent. In addition, TV Guide Networks asserted that StarSight had
violated the antitrust laws. On August 7, 1998, TV Guide Networks moved
to transfer this action to the U.S. District Court for the Northern
District of Oklahoma. On February 2, 1999, the California Court granted
TV Guide Networks motion to transfer. On December 23, 1998, Gemstar,
StarSight and SuperGuide filed a motion before the Judicial Panel on
Multidistrict Litigation ("JPML") to consolidate and transfer for
pretrial proceedings, this action and four other patent infringement
lawsuits Gemstar and its affiliated companies have pending with
manufacturers of cable television set-top boxes. In their motion,
Gemstar and its affiliates suggested either the Central or Northern
District of California as the appropriate venue for pretrial
proceedings. TV Guide Networks opposed the motion for consolidation. A
hearing on the motion to consolidate and transfer took place on March
26, 1999. The JPML has not ruled on Gemstar's motion. On January 22,
1999, Gemstar, StarSight and SuperGuide filed a motion requesting a
stay of the action against TV Guide Networks and TCI Communications,
Inc. pending a decision by the JPML on their motion to consolidate and
transfer. On February 2, 1999, the Court deemed the motion to stay to
be moot in light of its decision to transfer the action on TV Guide
Networks motion to the Northern District of Oklahoma. There can be no
assurance that this litigation can be resolved without material adverse
effect on the business prospects of the Company and its subsidiaries
and the future financial position or results of the Company and its
subsidiaries. The Company has not provided for any potential loss as a
result of this litigation.
56
<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, the State 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 $4.1 million.
On June 2, 1997, a lawsuit was filed in the United States 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 appealed the latter
ruling to the United States Court of Appeals for the Second Circuit,
but later filed a Motion for Voluntary Dismissal which was granted. The
Company terminated its relationship with that marketer. 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.
57
<PAGE>
14. Segment Information
Segment information has been prepared in accordance with Statement
No. 131, "Disclosures about Segments of an Enterprise and Related
Information". The Company has three reportable segments: home
satellite dish services (Superstar), program promotion and guide
services (TV Guide Networks), and satellite distribution of video
entertainment services (UVTV). Superstar markets and distributes
programming to the C-band direct-to-home satellite dish subscriber
market as well as other telemarketing services. TV Guide Networks has
developed non-interactive analog programming guide channels as well as
interactive program guide services and software applications and
markets them to cable television systems and other multi-channel video
programming distributors. TV Guide Networks derives revenues from the
sales of the program guide and promotion services and from the sale of
advertising space within the guides. UVTV markets and distributes to
programming distributors certain video and audio services.
The Company's reportable segments are strategic business units
that offer different products and services. The reportable segments are
measured based on earnings before interest, income taxes, depreciation
and amortization including allocated corporate expenses (operating
income before depreciation and amortization). The accounting policies
of the segments are the same as those described in the summary of
significant accounting policies. (See Note 2). The Company accounts for
inter-segment sales as if the sales were to third parties at market
prices.
Segment information as of December 31, 1998, 1997 and 1996 and for
each of the years then ended is as follows:
<TABLE>
<CAPTION>
TV
Guide Other Corporate
Networks Superstar UVTV Segments Unallocated Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C> <C>
1998
Revenues from external
customers:
Satellite services $36,473 $426,586 $37,205 $16,848 $ -- -- $517,112
Advertising revenues 40,349 -- -- -- -- -- 40,349
Systems integration
services -- -- -- 40,959 -- -- 40,959
Intersegment revenues -- -- 7,759 -- -- (7,759) --
------- -------- ------- ------- ------- -------- --------
Total revenues 76,822 426,586 44,964 57,807 -- (7,759) 598,420
Operating expenses,
excluding
depreciation
and amortization 53,562 358,317 13,803 55,391 1,380 (7,759) 474,694
------- -------- ------- ------- ------- -------- --------
Earnings before
interest, income
taxes,
depreciation and
amortization $23,260 $ 68,269 $31,161 $ 2,416 $(1,380) $ -- 123,726
======= ======== ======= ======= ======= ========
Depreciation and
amortization (28,027)
Gain on issuance of
equity by subsidiary 13,373
Interest income 6,346
Interest expense (1,629)
Other income 11,607
Other expense (1,423)
--------
Income before income
taxes and minority
interest $123,973
========
Segment assets $62,333 $204,439 $87,965 $79,001 $18,994 $(48,950) $403,782
======= ======== ======= ======= ======= ======== ========
1997
Revenues from external
customers:
Satellite services $32,128 $350,490 $34,854 $17,681 $ -- $ -- $435,153
Advertising revenues 30,828 -- -- -- -- -- 30,828
Systems integration
services -- -- -- 41,617 -- -- 41,617
Intersegment revenues -- -- 6,077 518 -- (6,595) --
------- -------- ------- ------- ------- -------- --------
Total revenues 62,956 350,490 40,931 59,816 -- (6,595) 507,598
Operating expenses,
excluding
depreciation
and amortization 40,548 301,209 13,123 54,148 1,170 (6,595) 403,603
------- -------- ------- ------- ------- -------- --------
Earnings before
interest, income
taxes,
depreciation and
amortization $22,408 $ 49,281 $27,808 $ 5,668 $(1,170) $ -- 103,995
======= ======== ======= ======= ======= ========
Depreciation and
amortization (18,651)
Interest income 5,882
Interest expense (2,122)
Other income 401
Other expense (71)
--------
Income before income
taxes and minority
interest $ 89,434
========
Segment assets $46,060 $ 98,589 $75,424 $58,479 $43,681 $(27,781) $294,452
======= ======== ======= ======= ======= ======== ========
1996
Revenues from external
customers:
Satellite services $26,862 $301,640 $34,553 $15,636 $ -- $ -- $378,691
Advertising revenues 22,774 -- -- -- -- -- 22,774
Systems integration
services -- -- -- 35,703 -- -- 35,703
Intersegment revenues -- -- 3,635 458 -- (4,093) --
------- -------- ------- ------- ------- -------- --------
Total revenues 49,636 301,640 38,188 51,797 -- (4,093) 437,168
Operating expenses,
excluding
depreciation
and amortization 33,676 269,115 14,727 51,742 458 (4,093) 365,625
------- -------- ------- ------- ------- -------- --------
Earnings before
interest, income
taxes,
depreciation and
amortization $15,960 $ 32,525 $23,461 $ 55 $ (458) $ -- 71,543
======= ======== ======= ======= ======= ========
Depreciation and
amortization (16,323)
Interest income 3,401
Interest expense (2,024)
Other income 551
Other expense (244)
--------
Income before income
taxes and minority
interest $ 56,904
========
Segment assets $57,317 $ 87,157 $51,892 $60,177 $44,028 $(50,467) $250,104
======= ======== ======= ======= ======= ======== ========
</TABLE>
Revenue from other non-reportable operating segments primarily
includes revenue derived from information technology consulting,
integration and software development services and from satellite
transmission services. Unallocated corporate profit and loss amounts
are primarily unallocated corporate overhead and corporate development
costs. Unallocated segment assets include corporate property and
equipment and miscellaneous investments and other assets not allocated
to segments. Eliminations include inter-segment revenues and expenses
and inter-segment payables and receivables.
58
<PAGE>
15. Quarterly Financial Data (unaudited)
Quarters Ended
--------------------------------------------
March 31 June 30 September 30 December 31
-------- ------- ------------ -----------
(in thousands, except per share amounts)
1998
----
Revenues $140,317 $149,228 $153,632 $155,243
Operating expenses 121,968 124,625 124,582 131,546
Operating income 18,349 24,603 29,050 23,697
Net income 18,914 13,745 14,466 17,652
Earnings per
share:
Basic 0.26 0.19 0.20 0.24
Diluted 0.25 0.18 0.20 0.24
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 0.13 0.15 0.16 0.18
Diluted 0.13 0.15 0.16 0.18
16. Subsequent Acquisitions
On June 10, 1998, TVG and News America Incorporated, a subsidiary
of The News Corporation Limited ("News Corp."), entered into an
agreement to purchase News America Publications Inc. and TVSM, Inc. in
exchange for 22,503,412 shares of TVG Class A common stock, 37,496,588
shares of TVG Class B common stock and $800 million in cash for total
consideration of approximately $1.9 billion (the "TV Guide
Transaction"). These entities publish TV Guide Magazine and other
printed television program listings guides and distribute, through the
Internet, an entertainment service known as TV Guide Online.
On November 30, 1998, TVG and Liberty entered into an Amended and
Restated Stock Purchase Agreement, effective as of May 18, 1998,
pursuant to which TVG agreed to issue to Liberty 12,750,000 shares of
Class B common stock in exchange for all outstanding shares of each of
three subsidiaries of Liberty that together own approximately 40% of
SNG (bringing the Company's ownership to 80%), the Denver 6 business
that provides satellite-transmitted programming services known as the
"Denver 6" and a business that sells programming packages to SMATV
systems that serve hotels and multi-unit dwellings (the "Liberty
Transaction").
On March 1, 1999, the Company completed the TV Guide and Liberty
Transactions. The $800 million cash consideration portion of the TV
Guide Transaction was funded from existing cash balances, the issuance
of $400 million in 8 1/8% senior subordinated notes due 2009, bank
borrowings of approximately $185 million drawn under a new bank credit
facility and proceeds from the issuance of equity to a subsidiary of
News Corp. to equalize News Corp.'s ownership in TVG with that of TCI,
all of which were completed on the same day. As a result of the TV
Guide Transaction and the Liberty Transaction, News Corp. has an
approximate 44% interest in the Company, with TCI Ventures Group and
Liberty having an approximate 44% combined interest, and the other
stockholders of the Company having approximately 13%. Following the
transaction, News Corp. and the combination of TCI Ventures
Group/Liberty each have approximately 49% of the voting power of the
Company's outstanding stock. Also, on March 1, 1999, the Company's name
was changed to TV Guide, Inc. All references to United Video Satellite
Group, Inc. have been changed to TV Guide, Inc. throughout these
financial statements. The TV Guide Transaction will be accounted for
as a purchase and the Liberty Transaction will be accounted for as a
combination of entities under common control, similar to a pooling of
interests.
59
<PAGE>
The bank credit facilities consist of a $300 million six-year
revolving credit facility and a $300 million 364-day revolving credit
facility. Borrowings outstanding under the 364-day revolving credit
facility convert to a five-year term loan at maturity. Borrowings under
the credit facilities bear interest either at the bank's prime rate or
LIBOR, both plus a margin based on a sliding scale tied to the
Company's leverage ratio. For the first year of the credit facilities,
the LIBOR margin is fixed at a minimum of 1.25%. The credit facilities
are subject to prepayment or reduction at any time without penalty.
Borrowings to consummate the TV Guide Transaction were drawn under the
$300 million six-year revolving credit facility.
The indenture for the notes and the Company's bank credit
facilities impose certain operating and financial restrictions on the
Company. These restrictions include the designation of certain of the
Company's subsidiaries as "restricted" for certain financing and
operating matters which may significantly limit the ability of the
Company to execute transactions, including the transfer of cash,
between subsidiaries in the restricted group and subsidiaries in the
unrestricted group. The subsidiaries in the unrestricted group are not
subject to the covenants in the indenture for the notes and may incur
indebtedness, grant liens on their assets and sell all or a portion of
their assets, among other things, without satisfying the restrictions
in the indenture.
17. Supplemental Guarantor Information
In connection with the TV Guide Transaction, TVG issued $400
million in aggregate principal amount of its senior subordinated notes
due 2009, which are not callable until 2004. A group of TVG's
subsidiaries (the "Guarantors") guarantee the senior subordinated
indebtedness. Supplemental condensed combining financial information of
TVG, the Guarantors and the remainder of TVG's consolidated group (the
"Non-Guarantors") is presented below.
Investments in the Non-Guarantors by their parent companies that
are part of TVG and the Guarantors are presented under the equity
method of accounting in the combining financial information. The
principal elimination entries eliminate intercompany sales and
purchases of video products, intercompany interest income and expense,
equity in earnings of subsidiaries and investments in and amounts due
to and from subsidiaries.
Because of the factual basis underlying the obligations created
pursuant to a senior secured credit facility and other obligations that
may constitute senior indebtedness of the Guarantors of the senior
subordinated notes, it is not possible to predict how a court in
bankruptcy would accord priorities among the obligations of the Company
and its subsidiaries.
60
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING BALANCE SHEETS
As of December 31, 1998
(In thousands)
Guara- Non-Guara-
ntor ntor
The Subsi- Subsi- Elimina- Consoli-
Company diaries diaries tions dated
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash
equivalents $ -- $ 98,428 $ 57,088 -- $155,516
Marketable
securities,
at fair value -- 5,804 -- -- 5,804
Accounts receivable,
net of allowance
for doubtful
accounts -- 19,441 39,839 -- 59,280
Accounts and notes
receivable from
affiliates -- 18,237 62,911 (81,148) --
Other current assets -- 1,959 5,462 -- 7,421
--------- -------- -------- --------- --------
Total current
assets -- 143,869 165,300 (81,148) 228,021
Property, plant and
equipment, at cost,
net of accumulated
depreciation and
amortization -- 32,722 12,457 -- 45,179
Intangible assets, net
of accumulated
amortization -- 2,973 108,447 -- 111,420
Investment in
subsidiaries, at
equity 202,422 -- -- (202,422) --
Other assets, net of
accumulated
amortization -- 14,028 5,171 (37) 19,162
-------- -------- -------- --------- --------
Total assets $202,422 $193,592 $291,375 $(283,607) $403,782
======== ======== ======== ========= ========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ -- $ 3,860 $ 2,286 $ -- $ 6,146
Accounts and notes
payable to
affiliates -- 62,911 18,237 (81,148) --
Accured liabilities -- 10,825 41,655 -- 52,480
Note payable and
current portion
of capital lease
obligations and
long-term debt -- 3,746 1,754 (37) 5,463
Customer prepayments -- 6,392 102,868 -- 109,260
-------- -------- -------- --------- --------
Total current
liabilities -- 87,734 166,800 (81,185) 173,349
Deferred liabilities -- 7,116 4,292 -- 11,408
Capital lease
obligations and
long-term debt -- 13,007 -- -- 13,007
Minority interest -- -- 349 3,247 3,596
Stockholders' equity:
Common stock 726 678 48 (726) 726
Other stockholders'
equity 201,696 85,057 119,886 (204,943) 201,696
-------- -------- -------- --------- --------
Total stock-
holders'
equity 202,422 85,735 119,934 (205,669) 202,422
-------- -------- -------- --------- --------
Total liabilities and
stockholders' equity $202,422 $193,592 $291,375 $(283,607) $403,782
======== ======== ======== ========= ========
</TABLE>
61
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING BALANCE SHEETS
As of December 31, 1997
(In thousands)
Guara- Non-Guara-
ntor ntor
The Subsi- Subsi- Elimina- Consoli-
Company diaries diaries tions dated
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash
equivalents $ -- $ 24,320 6,432 -- $ 30,752
Marketable
securities,
at fair value -- 112,334 -- -- 112,334
Accounts receivable,
net of allowance
for doubtful
accounts -- 11,248 44,363 -- 55,611
Accounts and notes
receivable from
affiliates -- 10,288 60,256 (70,544) --
Other current assets -- 3,560 8,405 -- 11,965
--------- -------- -------- --------- --------
Total current
assets -- 161,750 119,456 (70,544) 210,662
Property, plant and
equipment, at cost,
net of accumulated
depreciation and
amortization -- 35,956 15,036 -- 50,992
Intangible assets, net
of accumulated
amortization -- 3,495 26,577 -- 30,072
Investment in
subsidiaries, at
equity 111,994 -- -- (111,994) --
Other assets, net of
accumulated
amortization -- 2,600 230 (104) 2,726
-------- -------- -------- --------- --------
Total assets $111,994 $203,801 $161,299 $(182,642) $294,452
======== ======== ======== ========= ========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ -- $ 405 $ 5,489 $ -- $ 5,894
Accounts and notes
payable to
affiliates -- 60,256 10,288 (70,544) --
Accured liabilities -- 12,049 38,336 -- 50,385
Note payable and
current portion
of capital lease
obligations and
long-term debt -- 3,495 7,566 (104) 10,957
Customer prepayments -- 6,752 84,514 -- 91,266
-------- -------- -------- --------- --------
Total current
liabilities -- 82,957 146,193 (70,648) 158,502
Deferred liabilities -- 3,095 513 -- 3,608
Capital lease
obligations and
long-term debt -- 16,752 455 -- 17,207
Minority interest -- -- 31 3,110 3,141
Stockholders' equity:
Common stock 368 320 48 (368) 368
Other stockholders'
equity 111,626 100,677 14,059 (114,736) 111,626
-------- -------- -------- --------- --------
Total stock-
holders'
equity 111,994 100,997 14,107 (115,104) 111,994
-------- -------- -------- --------- --------
Total liabilities and
stockholders' equity $111,994 $203,801 $161,299 $(182,642) $294,452
======== ======== ======== ========= ========
</TABLE>
62
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME
Year Ended December 31, 1998
(In thousands)
Guara- Non-Guara-
ntor ntor
The Subsi- Subsi- Elimina- Consoli-
Company didaries diaries tions dated
<S> <C> <C> <C> <C> <C>
Revenues:
Satellite services $ -- $ 72,054 $452,817 $ (7,759) $517,112
Advertising sales -- 40,349 -- -- 40,349
Systems integration
services -- -- 40,959 -- 40,959
------- -------- -------- -------- --------
-- 112,403 493,776 (7,759) 598,420
Operating expenses:
Programming and
delivery -- 8,870 320,948 (7,759) 322,059
Selling, general and
administrative -- 52,188 100,447 -- 152,635
Depreciation and
amortization -- 10,388 17,639 -- 28,027
------- -------- -------- -------- --------
-- 71,446 439,034 (7,759) 502,721
------- -------- -------- -------- --------
Operating income -- 40,957 54,742 -- 95,699
Equity in earnings
in subsidiaries 64,777 -- -- (64,777) --
Other income
(expense),
net -- 10,966 17,308 -- 28,274
------- -------- -------- -------- --------
Income before income
taxes and minority
interest 64,777 51,923 72,050 (64,777) 123,973
Provision for income
taxes -- (17,303) (20,204) -- (37,507)
Minority interest in
earnings -- -- (21,623) (66) (21,689)
------- -------- -------- -------- --------
Net income $64,777 $ 34,620 $ 30,223 $(64,843) $ 64,777
======= ======== ======== ======== ========
</TABLE>
63
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME
Year Ended December 31, 1997
(In thousands)
Guara- Non-Guara-
ntor ntor
The Subsi- Subsi- Elimina- Consoli-
Company diaries diaries tions dated
<S> <C> <C> <C> <C> <C>
Revenues:
Satellite services $ -- $ 64,649 $377,099 $ (6,595) $435,153
Advertising sales -- 30,828 -- -- 30,828
Systems integration
services -- -- 41,617 -- 41,617
------- -------- -------- -------- --------
-- 95,477 418,716 (6,595) 507,598
Operating expenses:
Programming and
delivery -- 8,580 258,599 (6,595) 260,584
Selling, general and
administrative -- 39,491 103,528 -- 143,019
Depreciation and
amortization -- 9,072 9,579 -- 18,651
------- -------- -------- -------- --------
-- 57,143 371,706 (6,595) 422,254
------- -------- -------- -------- --------
Operating income -- 38,334 47,010 -- 85,344
Equity in earnings
in subsidiaries 45,760 -- -- (45,760) --
Other income
(expense),
net -- 1,734 2,356 -- 4,090
------- -------- -------- -------- --------
Income before income
taxes and minority
interest 45,760 40,068 49,366 (45,760) 89,434
Provision for income
taxes -- (14,303) (11,589) -- (25,892)
Minority interest in
earnings -- -- (18,418) 636 (17,782)
------- -------- -------- -------- --------
Net income $45,760 $ 25,765 $ 19,359 $(45,124) $ 45,760
======= ======== ======== ======== ========
</TABLE>
64
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME
Year Ended December 31, 1996
(In thousands)
Guara- Non-Guara-
ntor ntor
The Subsi- Subsi- Elimina- Consoli-
Company diaries diaries tions dated
<S> <C> <C> <C> <C> <C>
Revenues:
Satellite services $ -- $ 54,334 $328,450 $ (4,093) $378,691
Advertising sales -- 22,774 -- -- 22,774
Systems integration
services -- -- 35,703 -- 35,703
------- -------- -------- -------- --------
-- 77,108 364,153 $ (4,093) 437,168
Operating expenses:
Programming and
delivery -- 7,852 224,179 (4,093) 227,938
Selling, general and
administrative -- 35,978 101,709 -- 137,687
Depreciation and
amortization -- 9,808 6,515 -- 16,323
------- -------- -------- -------- --------
-- 53,638 332,403 $ (4,093) 381,948
------- -------- -------- -------- --------
Operating income -- 23,470 31,750 -- 55,220
Equity in earnings
in subsidiaries 30,084 -- -- (30,084) --
Other income
(expense),
net -- 361 1,323 -- 1,684
------- -------- -------- -------- --------
Income before income
taxes and minority
interest 30,084 23,831 33,073 (30,084) 56,904
Provision for income
taxes -- (8,812) (8,310) -- (17,122)
Minority interest in
earnings -- -- (10,754) 1,056 (9,698)
------- -------- -------- -------- --------
Net income $30,084 $15,019 $ 14,009 $(29,028) $ 30,084
======= ======== ======== ======== ========
</TABLE>
65
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS
Year Ended December 31, 1998
(In thousands)
Guara- Non-Guara-
ntor ntor
The Subsi- Subsi- Elimina- Consoli-
Company diaries diaries tions dated
<S> <C> <C> <C> <C> <C>
Net cash provided by
operating activities $ -- $ 31,410 $62,592 $ 240 $ 94,242
Investing activities:
Capital expenditures -- (7,993) (3,838) 720 (11,111)
Investments and
acquisitions (31,848) (9,555) (699) -- (42,102)
Purchases of market-
able securities -- (74,360) -- -- (74,360)
Sales and maturities
of marketable
securities -- 190,169 -- -- 190,169
Other -- (1,105) 1,034 (786) (857)
-------- -------- ------- ----- --------
Net cash provided by
(used in) investing
activities (31,848) 97,156 (3,503) (66) 61,739
Financing activities:
Repayment of note
payable, capital
lease obligations
and long-term debt -- (3,493) (6,267) 66 (9,694)
Common stock
transactions, net (17,560) -- -- -- (17,560)
Distributions to
minority interests -- -- (3,705) -- (3,705)
Intercompany
transfers 49,408 (50,965) 1,907 (350) --
Other -- -- (368) 110 (258)
-------- -------- ------- ----- --------
Net cash provided by
(used in) financing
activities 31,848 (54,458) (8,433) (174) (31,217)
-------- -------- ------- ----- --------
Net increase in cash
and cash
equivalents -- 74,108 50,656 -- 124,764
Cash and cash
equivalents at
beginning of year -- 24,320 6,432 -- 30,752
-------- -------- ------- ----- --------
Cash and cash
equivalents at
end of year $ -- $ 98,428 $57,088 $ -- $155,516
======== ======== ======= ===== ========
</TABLE>
66
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS
Year Ended December 31, 1997
(In thousands)
Guara- Non-Guara-
ntor ntor
The Subsi- Subsi- Elimina- Consoli-
Company didaries diaries tions dated
<S> <C> <C> <C> <C> <C>
Net cash provided by
(used in) operating
activities $ -- $ 55,383 $ 22,626 $ (23) $ 77,986
Investing activities:
Capital expenditures -- (6,368) (4,117) 247 (10,238)
Purchases of market-
able securities -- (91,666) -- -- (91,666)
Sales and maturities
of marketable
securities -- 36,700 -- -- 36,700
Other -- (1,534) (67) (119) (1,720)
-------- -------- -------- ----- --------
Net cash provided by
(used in) investing
activities -- (62,868) (4,184) 128 (66,924)
Financing activities:
Repayment of note
payable, capital
lease obligations
and long-term debt -- (3,258) (7,156) (105) (10,519)
Note payable
borrowings -- -- 7,446 -- 7,446
Common stock
transactions, net 531 -- -- -- 531
Distributions to
minority interests -- -- (21,000) -- (21,000)
Intercompany
transfers (531) 1,708 (1,177) -- --
Other -- 509 (73) -- 436
-------- -------- -------- ----- --------
Net cash used in
financing
activities -- (1,041) (21,960) (105) (23,106)
-------- -------- -------- ----- --------
Net increase in cash
and cash
equivalents -- (8,526) (3,518) -- (12,044)
Cash and cash
equivalents at
beginning of year -- 32,846 9,950 -- 42,796
-------- -------- -------- ----- --------
Cash and cash
equivalents at
end of year $ -- $ 24,320 $ 6,432 $ -- $ 30,752
======== ======== ======== ===== ========
</TABLE>
67
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS
Year Ended December 31, 1996
(In thousands)
Guara- Non-Guara-
ntor ntor
The Subsi- Subsi- Elimina- Consoli-
Company diaries diaries tions dated
<S> <C> <C> <C> <C> <C>
Net cash provided by
(used in) operating
activities $ -- $ 53,539 $(2,428) $ -- $ 51,111
Investing activities:
Capital expenditures -- (6,239) (8,188) -- (14,427)
Investments and
acquisitions -- (106) -- -- (106)
Purchases of market-
able securities -- (47,065) -- -- (47,065)
Maturities of
marketable
securities -- 20,482 -- -- 20,482
Other -- (198) (827) -- (1,025)
-------- -------- -------- ----- --------
Net cash used in
investing
activities -- (33,126) (9,015) -- (42,141)
Financing activities:
Note payable
borrowings -- -- 7,245 -- 7,245
Repayment of
capital lease
obligations -- (3,039) -- -- (3,039)
Issuance of stock 3,216 -- -- -- 3,216
Distributions to
minority interests -- -- (2,300) -- (2,300)
Intercompany
transfers (3,216) 4,073 (857) -- --
Other -- 233 (14) -- 219
-------- -------- -------- ----- --------
Net cash provided
by financing
activities -- 1,267 4,074 -- 5,341
-------- -------- -------- ----- --------
Net increase
(decrease) in cash
and cash
equivalents -- 21,680 (7,369) -- 14,311
Cash and cash
equivalents at
beginning of year -- 11,166 17,319 -- 28,485
-------- -------- -------- ----- --------
Cash and cash
equivalents at
end of year $ -- $ 32,846 $ 9,950 $ -- $ 42,796
======== ======== ======== ===== ========
</TABLE>
68
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
TV Guide, Inc.:
We have audited the accompanying supplemental consolidated balance
sheets of TV Guide, Inc. (formerly United Video Satellite Group, Inc.)
as of December 31, 1998 and 1997, and the related supplemental
consolidated statements of income, changes in stockholders' equity, and
cash flows for the years then ended. These supplemental consolidated
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
supplemental consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
The supplemental consolidated financial statements give
retroactive effect to the March 1, 1999 Liberty Transaction, which has
been accounted for as a combination of entities under common control,
similar to a pooling of interests, as described in Note 2 to the
supplemental consolidated financial statements. Generally accepted
accounting principles proscribe giving effect to a consummated business
combination accounted for by the pooling-of-interests method in
financial statements that do not include the date of consummation.
These financial statements do not extend through the date of
consummation of the Liberty Transaction. However, they will become the
historical consolidated financial statements of TV Guide, Inc. after
financial statements covering the date of the Liberty Transaction are
issued.
In our opinion, the supplemental consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of TV Guide, Inc. (formerly United Video Satellite
Group, Inc.) as of December 31, 1998 and 1997, and the results of their
operations and their cash flows for the years then ended, in conformity
with generally accepted accounting principles applicable after
financial statements are issued for a period which includes the date of
consummation of the Liberty Transaction.
KPMG LLP
Tulsa, Oklahoma
March 1, 1999
69
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
TV Guide, Inc.
We have audited the accompanying supplemental consolidated
statements of income, changes in stockholders' equity, and cash flows
of TV Guide, Inc. (formerly United Video Satellite Group, Inc.) for the
year ended December 31, 1996. These supplemental financial statements
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these supplemental financial statements
based on our audit. We did not audit the financial statements of the
businesses described in Note 2 and referred to as the Liberty
Transaction, which statements reflect revenues constituting
approximately 10% of the related consolidated financial statement total
and which reflect net income constituting approximately 35% of the
related consolidated financial statement total for the year ended
December 31, 1996. Those statements were audited by other auditors
whose reports have been furnished to us, and our opinion, insofar as it
relates to data included for the Liberty Transaction, is based solely
on the reports of the other auditors.
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 and the reports of other
auditors provide a reasonable basis for our opinion.
The supplemental financial statements referred to above give
retroactive effect to the Liberty Transaction described in Note 2 which
took place March 1, 1999 and which has been accounted for as a
combination of entities under common control similar to a pooling of
interests. Generally accepted accounting principles proscribe giving
effect to a consummated business combination accounted for by the
pooling of interests method of accounting in the financial statements
that do not include the date of consummation. These financial
statements do not extend through the date of the Liberty Transaction.
In our opinion, based on our audits and the reports of other
auditors, the supplemental financial statements referred to above
present fairly, in all material respects, the consolidated results of
operations and cash flows of TV Guide, Inc. (formerly United Video
Satellite Group, Inc.) for the year ended December 31, 1996, in
conformity with generally accepted accounting principles, after
financial statements are issued for the period which includes the date
of consummation of the Liberty Transaction described in Note 2.
ERNST & YOUNG LLP
Tulsa, Oklahoma
February 10, 1997
(Except for the Liberty Transaction described in Note 2, as to which
date is March 29, 1999).
70
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
Liberty Media Corporation:
We have audited the combined statements of operations and combined
equity and cash flows of the Netlink Wholesale Division (as defined in
Note 1 to the combined financial statements) for the year ended
December 31, 1996 (not presented separately herein). These combined
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
combined financial statements 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 combined financial statements referred to
above present fairly, in all material respects, the results of
operations and cash flows of the Netlink Wholesale Division for the
year ended December 31, 1996, in conformity with generally accepted
accounting principles.
KPMG LLP
Denver, Colorado
February 15, 1999
71
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
Liberty Media Corporation:
We have audited the statements of operations and accumulated
deficit and cash flows of the Netlink USA, Retail Division (an
operating division of Netlink USA, an indirect wholly owned partnership
of Liberty Media Corporation) for the period from January 25, 1996 to
March 31, 1996 (not presented separately herein). These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our 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 financial statements referred to above present
fairly, in all material respects, the results of operations and cash
flows of Netlink USA, Retail Division for the period from January 25,
1996 to March 31, 1996, in conformity with generally accepted
accounting principles.
KPMG LLP
Denver, Colorado
March 22, 1999
72
<PAGE>
TV GUIDE, INC.
(formerly United Video Satellite Group, Inc.)
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
December 31,
1998 1997
---- ----
ASSETS
Current assets:
Cash and cash equivalents $155,644 $ 32,556
Marketable securities, at fair value 5,804 112,334
Accounts receivable, net of allowance
for doubtful accounts of $2,917 and
$2,965 at December 31, 1998 and 1997,
respectively 64,632 58,851
Prepaid expenses and other 6,168 10,402
Deferred tax asset 1,811 2,123
-------- --------
Total current assets 234,059 216,266
Property, plant and equipment, at cost,
net of accumulated depreciation and
amortization 45,762 51,681
Intangible assets, net of accumulated
amortization of $18,931 in 1998 and
$8,317 in 1997 113,523 32,265
Deferred tax asset -- 204
Other assets, net of accumulated
amortization of $42 in 1998 and
$33 in 1997 19,162 2,726
-------- --------
Total assets $412,506 $303,142
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,655 $ 6,103
Accrued liabilities 57,365 52,153
Note payable and current portion of
capital lease obligations
and long-term debt 5,463 10,957
Customer prepayments 109,929 91,929
-------- --------
Total current liabilities 178,412 161,142
Deferred compensation 367 871
Deferred tax liability 17,280 --
Capital lease obligations and
long-term debt 13,007 17,207
Minority interest 3,596 3,141
Stockholders' equity:
Preferred stock, $.01 par value;
2,000,000 shares authorized,
no shares outstanding -- --
Class A common stock, $.01 par value;
shares authorized: 650,000,000 in 1998
and 60,000,000 in 1997, shares
outstanding: 47,893,688 in 1998 and
24,420,120 in 1997 479 244
Class B common stock, $.01 par value;
shares authorized: 300,000,000 in 1998
and 30,000,000 in 1997, shares
outstanding: 37,496,588 in 1998 and
18,748,294 in 1997 375 187
Additional paid-in capital 22,191 39,049
Accumulated other comprehensive
loss, net of tax (54) (13)
Retained earnings 176,853 81,314
-------- --------
Total stockholders' equity 199,844 120,781
-------- --------
Total liabilities and stockholders' equity $412,506 $303,142
======== ========
Restated for pooling of interests.
See accompanying notes.
73
<PAGE>
TV GUIDE, INC.
(formerly United Video Satellite Group, Inc.)
SUPPLEMENTAL CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Year Ended December 31,
1998 1997 1996
---- ---- ----
Revenues:
Satellite services $540,632 $457,975 $426,236
Advertising sales 40,349 30,828 22,774
Systems integration
services 40,959 41,617 35,703
-------- -------- --------
621,940 530,420 484,713
Operating expenses:
Programming and
delivery 330,904 266,119 254,531
Selling, general
and administrative 154,190 144,325 144,086
Depreciation 13,961 12,316 10,284
Amortization 14,266 6,534 6,448
-------- -------- --------
513,321 429,294 415,349
-------- -------- --------
Operating income 108,619 101,126 69,364
Gain on issuance of equity
by subsidiary 37,898 -- --
Interest income 6,346 5,882 3,401
Interest expense (1,629) (2,122) (2,024)
Other income 11,607 431 551
Other expense (1,423) (71) (255)
-------- -------- --------
Income before income taxes
and minority interest 161,418 105,246 71,037
Provision for income taxes (58,977) (38,438) (25,792)
Minority interest
in earnings (382) 627 1,057
-------- -------- --------
Net income $102,059 $ 67,435 $ 46,302
======== ======== ========
Earnings per share (1):
Basic $ 1.19 $ 0.78 $ 0.55
Diluted 1.17 0.78 0.54
Restated for pooling of interests.
(1) 1997 and 1996 amounts adjusted for two-for-one stock split (See
Note 11).
See accompanying notes.
74
<PAGE>
<TABLE>
<CAPTION>
TV GUIDE, INC.
(formerly United Video Satellite Group, Inc.)
SUPPLEMENTAL CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS' EQUITY
(In thousands, except share amounts)
Accumulated
Notes Other
Class A Class B Additional Receivable Comprehen-
Common Common Paid-In From sive Income Retained
Stock Stock Capital Stockholders (Loss) Earnings Total
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January
1, 1996 $ 55 $124 $29,507 $ (472) $(110) $ 39,989 $ 69,093
Comprehensive
income, net of
tax:
Net income -- -- -- -- -- 46,302 46,302
Change in
unrealized
appreciation
(depreciation)
on available
for sale
securites:
Unrealized
holdings gain
net of
reclassi-
fication
adjustments
(net of income
taxes of $159) -- -- -- -- 271 -- 271
--------
Total
Comprehen-
sive
income 46,573
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 -- 3,212 -- -- -- 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
Issuance of shares
to Liberty -- 63 (63) -- -- -- --
Net liabilities
contributed by
Liberty -- -- -- -- -- (39,936) (39,936)
Distribtions to
Liberty -- -- -- -- -- (10,298) (10,298)
---- ---- ------- ------ ------ -------- --------
Balance at December
31, 1996 238 187 34,725 (509) 161 36,057 70,859
Comprehensive
income, net of
tax:
Net income -- -- -- -- -- 67,435 67,435
Change in
unrealized
appreciation
(depreciation)
on available
for sale
securities:
Unrealized
holdings loss
net of
reclassi-
fication
adjustments
(net of income
taxes of $102) -- -- -- -- (174) -- (174)
--------
Total
Comprehen-
sive
income 67,261
Exercise of
stock options,
net of stock
tendered
(701,829 Class
A Shares) 7 -- 2,601 -- -- -- 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
Distributions to
Liberty -- -- -- -- -- (22,178) (22,178)
---- ---- ------- ----- ------ -------- --------
Balance at December
31, 1997 244 187 39,049 -- (13) 81,314 120,781
Comprehensive
income, net of
tax:
Net income -- -- -- -- -- 102,059 102,059
Change in
unrealized
appreciation
(depreciation)
on available
for sale
securities:
Unrealized
holdings loss,
net of
reclassi-
fication
adjustments
(net of income
taxes of $24) -- -- -- -- (41) -- (41)
--------
Total
Comprehen-
sive
income 102,018
Two-for-one split
(24,224,833
Class A shares
and 18,748,294
Class B shares) 242 188 (430) -- -- -- --
Exercise of
stock options,
net of stock
tendered
(133,220 Class
A Shares) 1 -- 1,222 -- -- -- 1,223
Repurchase and
retirement of
stock (887,800
Class A
shares) (8) -- (18,775) -- -- -- (18,783)
Tax benefit from
exercise of non-
qualified stock
options -- -- 362 -- -- -- 362
Non-cash stock
compensation -- -- 763 -- -- -- 763
Distributions
to Liberty -- -- -- -- -- (6,520) (6,520)
------ ---- ------- ----- ------ -------- --------
Balance at December
31, 1998 $ 479 $375 $22,191 $ -- $ (54) $176,853 $199,844
====== ==== ======= ===== ====== ======== ========
</TABLE>
Restated for pooling of interests.
See accompanying notes.
75
<PAGE>
TV GUIDE, INC.
(formerly United Video Satellite Group, Inc.)
SUPPLEMENTAL CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
1998 1997 1996
---- ---- ----
Operating activities:
Net income $102,059 $ 67,435 $ 46,302
Adjustments to reconcile net income
to net cash provided by operating
activities:
Gain on issuance of equity by
subsidiary (37,898) -- --
Depreciation and amortization 28,227 18,850 16,732
Minority interest in earnings 382 (627) (1,057)
Deferred income taxes 17,830 2,169 (1,365)
Amortization of bond premiums 1,019 937 650
(Gain)loss on asset dispositions (10,890) (132) 123
Other 663 463 1,480
Changes in operating assets and
liabilities:
Accounts receivable 674 (10,626) (5,761)
Prepaid expenses and other 2,043 1,013 (3,025)
Accounts payable (1,517) (424) (62)
Accrued liabilities (1,954) 6,924 10,031
Customer prepayments (4,749) (4,691) (457)
Other (504) (427) (2,791)
--------- -------- --------
Net cash provided by operating
activities 95,385 80,864 60,800
Investing activities:
Capital expenditures (11,115) (10,250) (14,484)
Investments and acquisitions (42,102) (130) (106)
Purchases of marketable securities (74,360) (91,666) (47,065)
Sales of marketable securities 116,347 3,659 --
Maturities of marketable securities 73,822 33,041 20,482
Other (857) (1,588) (1,023)
--------- -------- --------
Net cash provided by (used in)
investing activities 61,735 (66,934) (42,196)
Financing activities:
Repayment of note payable and
long-term debt (6,201) (7,261) (14)
Note payable borrowings -- 7,446 7,245
Repayment of capital lease
obligations (3,493) (3,258) (3,039)
Issuance of common stock 1,223 2,608 3,216
Repurchase of common stock (18,783) (2,077) --
Distributions to Liberty (6,520) (22,178) (10,298)
Other (258) 436 (1,298)
-------- -------- --------
Net cash provided by (used in)
financing activities (34,032) (24,284) (4,188)
-------- -------- --------
Net increase (decrease) in
cash and cash equivalents 123,088 (10,354) 14,416
Cash and cash equivalents at
beginning of year 32,556 42,910 28,494
-------- -------- --------
Cash and cash equivalents
at end of year $155,644 $ 32,556 $ 42,910
========= ======== ========
Restated for pooling of interests.
See accompanying notes.
76
<PAGE>
TV GUIDE, INC.
(formerly United Video Satellite Group, Inc.)
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS
1. General
The Company
TV Guide, Inc. ("TVG" or the "Company")(formerly United Video
Satellite Group, Inc., See Note 16) 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 TVG adopted the Agreement
and Plan of Merger dated as of July 10, 1995, as amended (the "Merger
Agreement"), among TVG, Tele-Communications, Inc. ("TCI") and TCI
Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub was
merged into TVG, with TVG 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 TVG (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 22,230,784 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 4,290,932 shares were so
converted.
In connection with the Merger, TVG's then controlling stockholder
converted 24,746,588 of the shares of Class B Common Stock of TVG held
by him into shares of TVG Class A Common Stock. Pursuant to the terms
of the Merger Agreement, the remaining 24,746,588 shares of Class B
Common Stock retained by TVG's controlling stockholder were converted
into Merger Consideration.
As a consequence of the foregoing transactions, TCI acquired
24,746,588 shares of TVG Class B Common Stock and 4,290,932 shares of
TVG Class A Common Stock, together representing approximately 40% of
the issued and outstanding common stock of TVG and approximately 86% of
the total voting power of TVG common stock immediately after the
Merger, resulting in TVG becoming a majority-controlled subsidiary of
TCI.
On January 12, 1998, TCI acquired the remaining 24,746,588 shares
of TVG Series A Common Stock held by TVG's former controlling
stockholder, increasing TCI's equity ownership interest to
approximately 73% and its voting power to approximately 93%. (See Note
16).
77
<PAGE>
2. Significant Accounting Policies
Basis of Presentation and Liberty Transaction
On March 1, 1999, the Company issued to Liberty Media Corporation
("Liberty") 12,750,000 shares of Class B Common Stock in exchange for
all outstanding shares of each of three subsidiaries of Liberty that
together own approximately 40% of SNG (bringing the Company's ownership
to 80%), the Denver 6 business that provides satellite-transmitted
programming services known as the "Denver 6" and a business that sells
programming packages to SMATV systems that serve hotels and multi-unit
dwellings (the "Liberty Transaction"). This transaction has been
accounted for as a combination of entities under common control,
similar to a pooling of interests, from January 25, 1996, the date TVG
and the Liberty businesses were first under common control.
The results of operations previously reported by the separate
enterprises and the combined amounts presented in the accompanying
supplemental consolidated financial statements are summarized below.
Year Ended December 31,
1998 1997 1996
---- ---- ----
Net Revenues:
TV Guide, Inc. $598,420 $507,598 $437,168
Liberty businesses 39,777 33,683 55,883
Eliminations (16,257) (10,861) (8,338)
-------- -------- --------
Combined $621,940 $530,420 $484,713
======== ======== ========
Net Income:
TV Guide, Inc. $ 64,777 $ 45,760 $ 30,084
Liberty businesses 37,282 21,675 16,218
-------- -------- --------
Combined $102,059 $ 67,435 $ 46,302
======== ======== ========
Prior to the combination, Liberty recorded revenues associated
with sales of programming to TVG. Furthermore, TVG recorded programming
fee expense associated with the purchase of programming from Liberty.
In recording the pooling-of-interests combination, eliminations have
been made to these supplemental consolidated financial statements for
revenues and programming and delivery expense of $16.3 million, $10.9
million and $8.3 million for the years ended December 31, 1998, 1997
and 1996, respectively.
Prior to the combination, TVG recognized Liberty's interest in
Superstar/Netlink Group LLC ("SNG") as a minority interest, and
included SNG's deficit minority interest as a reduction of TVG's
stockholders' equity. In recording the pooling-of-interests
combination, Liberty's equity interest in SNG's results of operations
(including its portion of the 1998 gain recognized as a result of the
Turner Vision transaction (See Note 3)), is included in the caption
"Liberty businesses" above. Accordingly, in recording the pooling-of-
interests combination, minority interest accounts previously recognized
in the TVG consolidated financial statements for Liberty's interest in
SNG have been eliminated.
Accounts payable/receivable between TVG and Liberty of $1.2
million and $916,000 have been eliminated in the supplemental
consolidated financial statements as of December 31, 1998 and 1997,
respectively.
There were no other significant transactions between TVG and
Liberty prior to the combination.
78
<PAGE>
These supplemental financial statements present the consolidated
financial position, results of operations and cash flows of TVG and its
subsidiaries. All significant intercompany balances and transactions
have been eliminated. These supplemental consolidated financial
statements give retroactive effect to the Liberty Transaction, which
has been accounted for as a combination of entities under common
control, similar to a pooling of interests, from January 25, 1996, the
date common control was established, to December 31, 1998. The
accompanying supplemental consolidated financial statements do not
extend through the date of the Liberty Transaction. However, they will
become the historical financial statements of the Company after
financial statements covering the date of consummation of the Liberty
Transaction are issued.
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 municipal debt securities and equities 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. Marketable
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 accumulated other comprehensive income or loss. At December 31,
1998 and 1997, 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.
79
<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
Intangible assets are being amortized on a straight-line basis
over 5-30 years. (See Notes 3 and 6).
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 that the Company is unable to provide service.
Revenue Recognition on Advertising
The Company recognizes advertising revenue when the related
advertisement is aired.
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 recognized is deferred as advance
billings and is included in accrued liabilities. At December 31, 1998
and 1997, $4.5 million and $5.5 million, respectively, of earned
revenues not yet billed are included in accounts receivable. At
December 31, 1998 and 1997, there were no excess billings over contract
revenue earned. Estimated losses on contracts are recorded in full
when a loss is anticipated.
Subsidiary Equity Transactions
The Company recognizes as non-operating income or loss its
proportionate share of increases or decreases in the equity of its
affiliates arising from equity transactions by such affiliates.
Impairment of Long-Lived Assets and Long-Lived Assets to Be
Disposed Of
The Company reviews long-lived assets and intangible assets,
including goodwill, 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.
80
<PAGE>
Earnings Per Share
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):
1998 1997 1996
------------- -------------- -------------
Per Share Per Share Per Share
Amount Amount Amount
------ ------ ------
Net income $102,059 $67,435 $46,302
======== ======= =======
Weighted average
number of shares
of common stock
outstanding (1) 85,958 $1.19 86,097 $0.78 83,897 $0.55
===== ===== =====
Effect of dilutive
securities -
stock options (1) 927 711 1,502
------ ------ ------
Weighted average
number of shares
of common stock
and dilutive
potential common
shares (1) 86,885 $1.17 86,808 $0.78 85,399 $0.54
======= ===== ======= ===== ====== =====
(1) 1997 and 1996 amounts adjusted for two-for-one stock split (See
Note 11).
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.
81
<PAGE>
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, 1998, 1997 and 1996,
revenues earned by the Company from TCI were $27.5 million, $20.9
million and $20.7 million, respectively. Additionally, TCI purchased
system integration services from the Company totaling $516,000, $1.2
million and $3.1 million during 1998, 1997 and 1996, respectively. The
Company purchases programming and production services and is provided
satellite transponder facilities and uplink services from TCI
consolidated affiliates. These purchases totaled $28.7 million, $27.1
million and $34.0 million for the years ended December 31, 1998, 1997
and 1996, respectively (See Note 16).
At December 31, 1998 and 1997, the Company had outstanding
receivables of $7.0 million and $2.8 million, respectively, due from
TCI consolidated affiliates and outstanding liabilities of $2.2 million
and $2.7 million, respectively, due to TCI consolidated affiliates.
The Company has included above transactions with TCI and all
entities in which TCI has an interest greater than 50%. In addition,
the Company has significant transactions with entities in which TCI
owns, directly or indirectly, 50% or less, which transactions were
conducted at arms-length in the ordinary course of business.
Research and Development Costs
Research and development costs of $7.9 million, $7.5 million and
$5.4 million for the years ended December 31, 1998, 1997 and 1996,
respectively, are included in selling, general and administrative
expenses.
Comprehensive Income
Effective January 1, 1998, the Company adopted the provisions of
Statement of Financial Accounting Standards ("Statement") No. 130,
Reporting Comprehensive Income. The Company has reclassified certain
amounts in the consolidated balance sheet to conform to the
requirements of Statement 130. Statement 130 requires that all items
which are components of comprehensive earnings or losses be reported in
a financial statement in the period in which they are recognized. The
Company has included unrealized holding gains and losses for available-
for-sale securities that are recorded directly in stockholders' equity
in other comprehensive earnings. Pursuant to Statement 130, these
items are reflected, net of related tax effects, as components of
comprehensive earnings and are included in accumulated other
comprehensive earnings in the Company's consolidated statements of
changes in stockholders' equity.
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.
82
<PAGE>
3. Acquisitions
Effective February 1, 1998, Turner Vision, Inc. ("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 the Company's ownership interest in SNG to
approximately 80%. The Company continues to manage SNG and SNG's
operating results continue to be consolidated with those of the
Company.
The contribution was accounted for as a purchase of Turner
Vision's business by SNG. Assets contributed by Turner Vision to SNG
totaled $4.2 million and consisted primarily of $2.5 million of cash
and $1.7 million of accounts receivable. These assets were subject to
liabilities of $27.9 million, consisting primarily of $21.6 million of
customer prepayments and $6.3 million of accounts payable and accrued
liabilities. The purchase price of Turner Vision's business exceeded
the fair value of the underlying net assets acquired by approximately
$61.6 million, which amount was assigned to goodwill and is being
amortized over ten years. As a result of the transaction, the Company
recognized a gain of $37.9 million.
On July 13, 1998, the Company increased its ownership interest in
ODS Technologies, LP ("ODS"), a privately held interactive gaming
company, to 98% by purchasing an 88% interest in ODS for approximately
$28.4 million in cash. The purchase price of the Company's ownership
interest in ODS exceeded the fair value of ODS's net assets acquired by
approximately $28.2 million, which was assigned to patents and is being
amortized over 15 years.
The following pro forma financial information reflects the
Company's results of operations for the year ended December 31, 1998
and 1997 as though the retail operations of Turner Vision and ODS had
been acquired as of January 1, 1997, excluding the gain recognized by
the Company as a result of the Turner Vision transaction (in thousands,
unaudited):
1998 1997
---- ----
Pro forma:
Revenues $630,118 $619,676
Net income 72,071 56,179
Net income per share:
Basic $ 0.84 $ 0.65
Diluted 0.83 0.65
83
<PAGE>
4. 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):
1998
----------------------------------------
Gross
Unrealized Estimated
Unamortized Gains Fair
Cost (Losses) Value
----------- ---------- ---------
Municipal debt
securities:
Due after three
months through
one year $ 1,664 $ 1 $ 1,665
Due after one
year through
three years 3,908 19 3,927
-------- ---- --------
5,572 20 5,592
Equity securities 318 (106) 212
-------- ---- --------
$ 5,890 $ (86) $ 5,804
======== ==== ========
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
======== ==== ========
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 1998 and 1997, realized gains from the sale of marketable
securities were $10.4 million and $17,000, respectively which is
included in "Other Income".
84
<PAGE>
5. Property, Plant and Equipment
Property, plant and equipment as of December 31 are summarized as
follows (in thousands):
1998 1997
---- ----
Leased transponders $ 37,959 $ 37,959
Land 172 172
Building 2,103 1,595
Building improvements 4,274 4,267
Electronic equipment 33,708 31,952
Equipment and other 49,453 42,329
-------- --------
127,669 118,274
Accumulated depreciation and
amortization 81,907 66,593
-------- --------
$ 45,762 $ 51,681
======== ========
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 $23.3 million and $19.6
million at December 31, 1998 and 1997, respectively.
6. Intangible Assets
Intangible assets as of December 31 are summarized as follows (in
thousands):
1998 1997
---- ----
Goodwill $102,181 $38,547
Patents 28,238 --
Other 2,035 2,035
-------- -------
132,454 40,582
Accumulated amortization (18,931) (8,317)
-------- -------
$113,523 $32,265
======== =======
85
<PAGE>
7. Income Taxes
Significant components of the Company's deferred tax assets and
liabilities as of December 31 are as follows (in thousands):
1998 1997
---- ----
Deferred tax assets:
Bad debt expense $ 729 $ 821
Deferred compensation 377 616
Compensated absences 282 401
Capital lease obligations 822 770
Operating loss carryforwards 3,196 3,196
Other 632 950
------- ------
Total deferred tax assets 6,038 6,754
Deferred tax liabilities:
Book/tax depreciation (4,482) (4,172)
Investment in Superstar/
Netlink Group LLC (16,652) --
Other (373) (255)
------- ------
Total deferred tax
liabilities (21,507) (4,427)
------- ------
Net deferred tax assets
(liabilities) $(15,469) $ 2,327
======= ======
Significant components of the provision for income taxes for the
years ended December 31 are as follows (in thousands):
1998 1997 1996
---- ---- ----
Current:
Federal $38,353 $33,951 $25,604
State 2,794 2,318 1,553
------- ------- -------
41,147 36,269 27,157
Deferred:
Federal 16,582 1,992 (1,122)
State 1,248 177 (243)
------- ------- -------
17,830 2,169 (1,365)
------- ------- -------
$58,977 $38,438 $25,792
======= ======= =======
The reconciliation of income tax computed at the U.S. federal
statutory tax rate to income tax expense is (in thousands):
1998 1997 1996
---- ---- ----
Tax at statutory rate (35%) $56,496 $36,836 $24,863
Minority interest in
consolidated entities not
subject to income taxes (32) 149 114
State taxes, net of federal
benefit 2,927 1,747 1,155
Effect of municipal interest
earned and exempt from
federal tax (1,215) (1,411) (791)
Non-deductible goodwill
amortization 780 780 836
Other 21 337 (385)
------- ------- -------
$58,977 $38,438 $25,792
======= ======= =======
Income taxes paid were approximately $32.9 million, $27.6 million
and $22.2 million for the years ended December 31, 1998, 1997 and 1996,
respectively.
86
<PAGE>
8. Credit Arrangements
SSDS, Inc. ("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 $5.0 million. Borrowings under this credit
facility bear interest at the bank's stated prime rate plus a margin
(8.25% at December 31, 1998). SSDS pays a commitment fee of 0.375% on
the average daily unused portion of this credit facility. Outstanding
borrowings under the credit facility were $1.7 million as of December
31, 1998 and are classified as current liabilities. The credit
facility expires on April 30, 1999 and is secured by substantially all
of SSDS's assets. This credit facility replaced the revolving credit
agreement which existed at December 31, 1997. Borrowings under the
previous credit facility were $7.4 million as of December 31, 1997.
Interest paid by the Company, primarily on capital lease
obligations, was $1.7 million, $2.0 million and $1.9 million for the
years ended December 31, 1998, 1997 and 1996, respectively.
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, 1998 are as follows (in thousands):
Capital Operating
Leases Leases
------- ---------
Year ending December 31:
1999 $ 4,740 $17,958
2000 4,740 15,079
2001 3,400 7,504
2002 2,400 6,923
2003 2,400 6,979
Thereafter 2,400 7,315
------- -------
Total future minimum lease
payments 20,080 61,758
Less amount representing interest
at 7% 3,328 --
Less sublease revenues -- 2,030
------- -------
Net future minimum lease payments 16,752 $59,728
Less current portion 3,745 =======
-------
$13,007
=======
Rental expense under noncancellable operating leases amounted to
$17.5 million (net of $1.7 million in sublease revenues), $16.0 million
(net of $1.8 million in sublease revenues) and $14.5 million (net of
$1.7 million in sublease revenues) for the years ended December 31,
1998, 1997 and 1996, respectively.
87
<PAGE>
10. Stock Options and Other Employee Incentive Plans and Agreements
The Company sponsors the TV Guide, Inc. Equity Incentive Plan
under which 8 million shares of TVG'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 TV Guide, Inc. Stock Option Plan
for Non-Employee Directors under which 500,000 shares of TVG's Class A
Common Stock are authorized to be issued in connection with the
exercise of stock options granted thereunder.
At December 31, 1998, 6.3 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, except exercise prices):
Weighted-
Average
Exercise
Options(1) Price(1) Exercisable(1)
--------- -------- -------------
At January 1, 1996 4,121 $ 4.25 1,230
Granted 1,276 11.11
Exercised (815) 4.04
Cancelled (805) 9.21
-----
At December 31, 1996 3,777 5.56 2,478
Granted 916 8.54
Exercised (2,089) 4.04
Cancelled (252) 5.88
-----
At December 31, 1997 2,352 8.03 708
Granted 709 16.61
Exercised (254) 6.84
Cancelled (36) 9.41
-----
At December 31, 1998 2,771 10.32 1,155
=====
(1) Adjusted for two-for-one stock split. (See Note 11).
88
<PAGE>
Exercise prices for options outstanding as of December 31, 1998
ranged from $4 to $17. The weighted-average remaining contractual life
of those options is 7.8 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 1998, 1997
and 1996, respectively: risk-free interest rates of 4.7%, 5.7% and
6.0%; a dividend yield of 0%; volatility factors of the expected market
price of the Company's common stock of .41, .41, .38; and a weighted-
average expected life of the options of 5 years. The weighted average
estimated fair value of stock options granted during 1998, 1997 and
1996 was $7.15, $7.64 and $10.16, respectively.
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):
1998 1997 1996
---- ---- ----
Pro forma net income $100,690 $66,735 $45,838
Pro forma earnings per
share:
Basic 1.17 0.78 0.55
Diluted 1.16 0.77 0.54
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 $464,000, $427,000 and $2.8 million
during the years ended December 31, 1998, 1997 and 1996, 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, 1998, 75,922 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 69%. There was no compensation expense under this
plan during 1998, 1997 or 1996.
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, 1998, 38,000 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 1998, 1997 or 1996.
89
<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.
On July 28, 1998, the stockholders of the Company approved a
proposal to amend the Company's Restated Certificate of Incorporation
to increase the number of authorized shares of Class A Common Stock and
Class B Common Stock to 650 million shares and 300 million shares,
respectively.
On August 20, 1998, the Company effected a two-for-one split of
its Class A Common Stock and Class B Common Stock 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
to holders of record on August 10, 1998.
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, 1998, 1997 and 1996 were $1.3 million, $1.3 million and
$1.0 million, respectively. The Company does not provide any
postretirement or postemployment benefits.
90
<PAGE>
13. Legal Proceedings
On October 8, 1993, the Company received correspondence from
StarSight Telecast, Inc. ("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 schedule
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 6, 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 seeking damages and injunctive relief. 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 other two patents
identified in the original complaint and the five patents licensed to
StarSight are not infringed by the Company. On March 20, 1995,
StarSight filed an Answer to Amended and Supplemental Complaint,
reasserting its charge of infringement of the 121 Patent. In December
1995, StarSight moved to file an amended answer to assert infringement
of two additional patents. The Court subsequently granted StarSight's
motion, but stayed all proceedings as to those two patents. Trial of
validity and inequitable conduct unenforceability of the 121 Patent,
and alleged infringement by the Prevue Express product of the 121
Patent, commenced May 8, 1996. Proceedings on all issues other than
liability with respect to the 121 Patent had been stayed. Over the
course of the subsequent two and one-half years, the Court heard
approximately 20 days of testimony, which concluded on July 7, 1998.
The trial was continued at various times at the parties' request to
allow the parties to assess the litigation and consider settlement
possibilities. Although the parties announced a settlement as part of a
business deal on January 20, 1998, it was never finalized, and no
settlement was reached. The parties submitted post-trial papers in
September and October 1998, and presented closing arguments to the
Court on November 12, 1998. The case has been submitted to the Court
and the parties are awaiting a decision on the issues of infringement
and validity of the 121 Patent. Shortly before the closing argument, on
November 9, 1998, StarSight moved to dismiss the case asserting that
the Company had abandoned the Prevue Express product at issue in the
case and that the Court therefore lacked subject matter jurisdiction
over the matter. The Company opposed the motion on November 12, 1998.
The Court has not yet issued a decision on that motion. On February 19,
1999 the District Court entered Partial Findings of Fact and
Conclusions of Law determining that the 121 Patent is not unenforceable
by reason of inequitable conduct. The Court referred the case to a
Magistrate Judge to schedule a settlement conference prior to the Court
entering additional findings of fact and conclusions of law with
respect to the remaining issues tried. There can be no assurance that
this litigation can be resolved without material adverse effect on the
business prospects of the Company and its subsidiaries and the future
financial position or results of the Company and its subsidiaries. The
Company has not provided for any potential loss as a result of this
litigation.
On July 24, 1998, Gemstar and StarSight filed an action in the
U.S. District Court for the Northern District of California asserting
infringement by the Company's TV Guide Networks, Inc. subsidiary
(formerly Prevue Network's, Inc.) of the 121 Patent and U.S. Patent No.
4,751,578 (the "578 patent") seeking damages and injunctive relief. The
original Complaint did not specify a product accused of infringement.
On September 30, 1998, Gemstar and StarSight filed an Amended Complaint
adding SuperGuide Corporation ("SuperGuide") as a plaintiff, TCI as a
defendant, and specifying TV Guide Interactive as the allegedly
infringing product. TCI Communications, Inc. was subsequently
substituted for TCI. TV Guide Networks answered the Amended Complaint
on October 15, 1998, asserting the defenses of non-infringement,
invalidity and estoppel with respect to both the 121 and 578 Patents,
and inequitable conduct unenforceability with respect to the 121
Patent. In addition, TV Guide Networks asserted that StarSight had
violated the antitrust laws. On August 7, 1998, TV Guide Networks moved
to transfer this action to the U.S. District Court for the Northern
District of Oklahoma. On February 2, 1999, the California Court granted
TV Guide Networks motion to transfer. On December 23, 1998, Gemstar,
StarSight and SuperGuide filed a motion before the Judicial Panel on
Multidistrict Litigation ("JPML") to consolidate and transfer for
pretrial proceedings, this action and four other patent infringement
lawsuits Gemstar and its affiliated companies have pending with
manufacturers of cable television set-top boxes. In their motion,
Gemstar and its affiliates suggested either the Central or Northern
District of California as the appropriate venue for pretrial
proceedings. TV Guide Networks opposed the motion for consolidation. A
hearing on the motion to consolidate and transfer took place on March
26, 1999. The JPML has not ruled on Gemstar's motion. On January 22,
1999, Gemstar, StarSight and SuperGuide filed a motion requesting a
stay of the action against TV Guide Networks and TCI Communications,
Inc. pending a decision by the JPML on their motion to consolidate and
transfer. On February 2, 1999, the Court deemed the motion to stay to
be moot in light of its decision to transfer the action on TV Guide
Networks motion to the Northern District of Oklahoma. There can be no
assurance that this litigation can be resolved without material adverse
effect on the business prospects of the Company and its subsidiaries
and the future financial position or results of the Company and its
subsidiaries. The Company has not provided for any potential loss as a
result of this litigation.
91
<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, the State 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 $4.1 million.
On June 2, 1997, a lawsuit was filed in the United States 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 appealed the latter
ruling to the United States Court of Appeals for the Second Circuit,
but later filed a Motion for Voluntary Dismissal which was granted. The
Company terminated its relationship with that marketer. 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.
92
<PAGE>
14. Segment Information
Segment information has been prepared in accordance with Statement
No. 131, "Disclosures about Segments of an Enterprise and Related
Information". The Company has three reportable segments: home
satellite dish services (Superstar), program promotion and guide
services (TV Guide Networks), and satellite distribution of video
entertainment services (UVTV). Superstar markets and distributes
programming to the C-band direct-to-home satellite dish subscriber
market as well as other telemarketing services. TV Guide Networks has
developed non-interactive analog programming guide channels as well as
interactive program guide services and software applications and
markets them to cable television systems and other multi-channel video
programming distributors. TV Guide Networks derives revenues from the
sales of the program guide and promotion services and from the sale of
advertising space within the guides. UVTV markets and distributes to
programming distributors certain video and audio services.
The Company's reportable segments are strategic business units
that offer different products and services. The reportable segments are
measured based on earnings before interest, income taxes, depreciation
and amortization including allocated corporate expenses (operating
income before depreciation and amortization). The accounting policies
of the segments are the same as those described in the summary of
significant accounting policies. (See Note 2). The Company accounts for
inter-segment sales as if the sales were to third parties at market
prices.
Segment information as of December 31, 1998, 1997 and 1996 and for
each of the years then ended is as follows:
<TABLE>
<CAPTION>
TV
Guide Other Corporate
Networks Superstar UVTV Segments Unallocated Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C> <C>
1998
Revenues from external
customers:
Satellite services $36,473 $426,586 $ 60,725 $16,848 $ -- -- $540,632
Advertising revenues 40,349 -- -- -- -- -- 40,349
Systems integration
services -- -- -- 40,959 -- -- 40,959
Intersegment revenues -- -- 24,016 -- -- (24,016) --
------- -------- -------- ------- ------- -------- --------
Total revenues 76,822 426,586 84,741 57,807 -- (24,016) 621,940
Operating expenses,
excluding
depreciation
and amortization 53,562 358,317 40,460 55,391 1,380 (24,016) 485,094
------- -------- -------- ------- ------- -------- --------
Earnings before
interest, income
taxes,
depreciation and
amortization $23,260 $ 68,269 $ 44,281 $ 2,416 $(1,380) $ -- 136,846
======= ======== ======== ======= ======= ========
Depreciation and
amortization (28,227)
Gain on issuance of
equity by subsidiary 37,898
Interest income 6,346
Interest expense (1,629)
Other income 11,607
Other expense (1,423)
--------
Income before income
taxes and minority
interest $161,418
========
Segment assets $62,333 $204,439 $ 97,931 $79,001 $18,994 $(50,192) $412,506
======= ======== ======== ======= ======= ======== ========
1997
Revenues from external
customers:
Satellite services $32,128 $350,490 $ 57,676 $17,681 $ -- $ -- $457,975
Advertising revenues 30,828 -- -- -- -- -- 30,828
Systems integration
services -- -- -- 41,617 -- -- 41,617
Intersegment revenues -- -- 16,938 518 -- (17,456) --
------- -------- -------- ------- ------- -------- --------
Total revenues 62,956 350,490 74,614 59,816 -- (17,456) 530,420
Operating expenses,
excluding
depreciation
and amortization 40,548 301,209 30,825 54,148 1,170 (17,456) 410,444
------- -------- -------- ------- ------- -------- --------
Earnings before
interest, income
taxes,
depreciation and
amortization $22,408 $ 49,281 $ 43,789 $ 5,668 $(1,170) $ -- 119,976
======= ======== ======== ======= ======= ========
Depreciation and
amortization (18,850)
Interest income 5,882
Interest expense (2,122)
Other income 431
Other expense (71)
--------
Income before income
taxes and minority
interest $105,246
========
Segment assets $46,060 $ 98,589 $ 85,030 $58,479 $43,681 $(28,697) $303,142
======= ======== ======== ======= ======= ======== ========
1996
Revenues from external
customers:
Satellite services $26,862 $327,817 $ 55,921 $15,636 $ -- $ -- $426,236
Advertising revenues 22,774 -- -- -- -- -- 22,774
Systems integration
services -- -- -- 35,703 -- -- 35,703
Intersegment revenues -- -- 11,973 458 -- (12,431) --
------- -------- -------- ------- ------- -------- --------
Total revenues 49,636 327,817 67,894 51,797 -- (12,431) 484,713
Operating expenses,
excluding
depreciation
and amortization 33,676 295,859 29,313 51,742 458 (12,431) 398,617
------- -------- -------- ------- ------- -------- --------
Earnings before
interest, income
taxes,
depreciation and
amortization $15,960 $ 31,958 $ 38,581 $ 55 $ (458) $ -- 86,096
======= ======== ======== ======= ======= ========
Depreciation and
amortization (16,732)
Interest income 3,401
Interest expense (2,024)
Other income 551
Other expense (255)
--------
Income before income
taxes and minority
interest $ 71,037
========
Segment assets $57,317 $ 87,157 $ 61,511 $60,177 $44,028 $(51,186) $259,004
======= ======== ======== ======= ======= ======== ========
</TABLE>
Revenue from other non-reportable operating segments primarily
includes revenue derived from information technology consulting,
integration and software development services and from satellite
transmission services. Unallocated corporate profit and loss amounts
are primarily unallocated corporate overhead and corporate development
costs. Unallocated segment assets include corporate property and
equipment and miscellaneous investments and other assets not allocated
to segments. Eliminations include inter-segment revenues and expenses
and inter-segment payables and receivables.
93
<PAGE>
15. Quarterly Financial Data (unaudited)
Quarters Ended
--------------------------------------------
March 31 June 30 September 30 December 31
-------- ------- ------------ -----------
(in thousands, except per share amounts)
1998
----
Revenues $146,164 $155,045 $159,430 $161,301
Operating expenses 124,496 127,335 127,230 134,260
Operating income 21,668 27,710 32,200 27,041
Net income 38,961 17,916 21,060 24,122
Earnings per
share:
Basic 0.45 0.21 0.25 0.28
Diluted 0.45 0.21 0.24 0.28
1997
----
Revenues $127,970 $133,833 $131,637 $136,980
Operating expenses 106,765 109,154 105,109 108,266
Operating income 21,205 24,679 26,528 28,714
Net income 14,024 16,379 17,412 19,620
Earnings per
share:
Basic 0.16 0.19 0.20 0.23
Diluted 0.16 0.19 0.20 0.23
94
<PAGE>
16. Subsequent Acquisitions
On June 10, 1998, TVG and News America Incorporated, a subsidiary
of The News Corporation Limited ("News Corp."), entered into an
agreement to purchase News America Publications Inc. and TVSM, Inc. in
exchange for 22,503,412 shares of TVG Class A common stock, 37,496,588
shares of TVG Class B common stock and $800 million in cash for total
consideration of approximately $1.9 billion (the "TV Guide
Transaction"). These entities publish TV Guide Magazine and other
printed television program listings guides and distribute, through the
Internet, an entertainment service known as TV Guide Online.
On March 1, 1999, the Company completed the TV Guide Transaction.
The $800 million cash consideration portion of the transaction was
funded from existing cash balances, the issuance of $400 million in 8
1/8% senior subordinated notes due 2009, bank borrowings of
approximately $185 million drawn under a new bank credit facility and
proceeds from the issuance of equity to a subsidiary of News Corp. to
equalize News Corp.'s ownership in TVG with that of TCI, all of which
were completed on the same day. As a result of the TV Guide Transaction
and the Liberty Transaction, News Corp. has an approximate 44% interest
in the Company, with TCI Ventures Group and Liberty having an
approximate 44% combined interest, and the other stockholders of the
Company having approximately 13%. Following the transaction, News
Corp. and the combination of TCI Ventures Group/Liberty each have
approximately 49% of the voting power of the Company's outstanding
stock. Also, on March 1, 1999, the Company's name was changed to TV
Guide, Inc. ("TVG"). All references to United Video Satellite Group,
Inc. have been changed to TV Guide, Inc. throughout these financial
statements. The TV Guide Transaction will be accounted for as a
purchase.
The bank credit facilities consist of a $300 million six-year
revolving credit facility and a $300 million 364-day revolving credit
facility. Borrowings outstanding under the 364-day revolving credit
facility convert to a five-year term loan at maturity. Borrowings under
the credit facilities bear interest either at the bank's prime rate or
LIBOR, both plus a margin based on a sliding scale tied to the
Company's leverage ratio. For the first year of the credit facilities,
the LIBOR margin is fixed at a minimum of 1.25%. The credit facilities
are subject to prepayment or reduction at any time without penalty.
Borrowings to consummate the TV Guide Transaction were drawn under the
$300 million six-year revolving credit facility.
The indenture for the notes and the Company's bank credit
facilities impose certain operating and financial restrictions on the
Company. These restrictions include the designation of certain of the
Company's subsidiaries as "restricted" for certain financing and
operating matters which may significantly limit the ability of the
Company to execute transactions, including the transfer of cash,
between subsidiaries in the restricted group and subsidiaries in the
unrestricted group. The subsidiaries in the unrestricted group are not
subject to the covenants in the indenture for the notes and may incur
indebtedness, grant liens on their assets and sell all or a portion of
their assets, among other things, without satisfying the restrictions
in the indenture.
17. Supplemental Guarantor Information
In connection with the TV Guide Transaction, TVG issued $400
million in aggregate principal amount of its senior subordinated notes
due 2009, which are not callable until 2004. A group of TVG's
subsidiaries (the "Guarantors") guarantee the senior subordinated
indebtedness. Supplemental condensed combining financial information of
TVG, the Guarantors and the remainder of TVG's consolidated group (the
"Non-Guarantors") is presented below.
Investments in the Non-Guarantors by their parent companies that
are part of TVG and the Guarantors are presented under the equity
method of accounting in the combining financial information. The
principal elimination entries eliminate intercompany sales and
purchases of video products, intercompany interest income and expense,
equity in earnings of subsidiaries and investments in and amounts due
to and from subsidiaries.
Because of the factual basis underlying the obligations created
pursuant to a senior secured credit facility and other obligations that
may constitute senior indebtedness of the Guarantors of the senior
subordinated notes, it is not possible to predict how a court in
bankruptcy would accord priorities among the obligations of the Company
and its subsidiaries.
95
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING BALANCE SHEETS
As of December 31, 1998
(In thousands)
Guara- Non-Guara-
ntor ntor
The Subsi- Subsi- Elimina- Consoli-
Company diaries diaries tions dated
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash
equivalents $ -- $ 98,556 $ 57,088 $ -- $155,644
Marketable
securities,
at fair value -- 5,804 -- -- 5,804
Accounts receivable,
net of allowance
for doubtful
accounts -- 26,035 39,839 (1,242) 64,632
Accounts and notes
receivable from
affiliates -- 18,237 62,911 (81,148) --
Other current assets -- 2,517 5,462 -- 7,979
--------- -------- -------- --------- --------
Total current
assets -- 151,149 165,300 (82,390) 234,059
Property, plant and
equipment, at cost,
net of accumulated
depreciation and
amortization -- 33,305 12,457 -- 45,762
Intangible assets, net
of accumulated
amortization -- 5,076 108,447 -- 113,523
Investment in
subsidiaries, at
equity 199,844 -- -- (199,844) --
Other assets, net of
accumulated
amortization -- 14,028 5,171 (37) 19,162
-------- -------- -------- --------- --------
Total assets $199,844 $203,558 $291,375 $(282,271) $412,506
======== ======== ======== ========= ========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable -- 4,611 2,286 (1,242) 5,655
Accounts and notes
payable to
affiliates -- 62,911 18,237 (81,148) --
Accured liabilities -- 15,710 41,655 -- 57,365
Note payable and
current portion
of capital lease
obligations and
long-term debt -- 3,746 1,754 (37) 5,463
Customer prepayments -- 7,061 102,868 -- 109,929
-------- -------- -------- -------- --------
Total current
liabilities -- 94,039 166,800 (82,427) 178,412
Deferred liabilities -- 4,293 13,354 -- 17,647
Capital lease
obligations and
long-term debt -- 13,007 -- -- 13,007
Minority interest -- -- 349 3,247 3,596
Stockholders' equity:
Common stock 854 806 48 (854) 854
Other stockholders'
equity 198,990 91,413 110,824 (202,237) 198,990
-------- -------- -------- --------- --------
Total stock-
holders'
equity 199,844 92,219 110,872 (203,091) 199,844
-------- -------- -------- --------- --------
Total liabilities and
stockholders' equity $199,844 $203,558 $291,375 $(282,271) $412,506
======== ======== ======== ========= ========
</TABLE>
96
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING BALANCE SHEETS
As of December 31, 1997
(In thousands)
Guara- Non-Guara-
ntor ntor
The Subsi- Subsi- Elimina- Consoli-
Company diaries diaries tions dated
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash
equivalents $ -- $ 26,124 $ 6,432 $ -- $ 32,556
Marketable
securities,
at fair value -- 112,334 -- -- 112,334
Accounts receivable,
net of allowance
for doubtful
accounts -- 15,404 44,363 (916) 58,851
Accounts and notes
receivable from
affiliates -- 10,288 60,256 (70,544) --
Other current assets -- 4,120 8,405 -- 12,525
--------- -------- -------- --------- --------
Total current
assets -- 168,270 119,456 (71,460) 216,266
Property, plant and
equipment, at cost,
net of accumulated
depreciation and
amortization -- 36,645 15,036 -- 51,681
Intangible assets, net
of accumulated
amortization -- 5,688 26,577 -- 32,265
Investment in
subsidiaries, at
equity 120,781 -- -- (120,781) --
Other assets, net of
accumulated --
amortization -- 2,804 230 (104) 2,930
-------- -------- -------- --------- --------
Total assets $120,781 $213,407 $161,299 $(192,345) $303,142
======== ======== ======== ========= ========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ -- $ 1,530 $ 5,489 $ (916) $ 6,103
Accounts and notes
payable to
affiliates -- 60,256 10,288 (70,544) --
Accured liabilities -- 13,817 38,336 -- 52,153
Note payable and
current portion
of capital lease
obligations and
long-term debt -- 3,495 7,566 (104) 10,957
Customer prepayments -- 7,415 84,514 -- 91,929
-------- -------- -------- --------- --------
Total current
liabilities -- 86,513 146,193 (71,564) 161,142
Deferred liabilities -- 358 513 -- 871
Capital lease
obligations and
long-term debt -- 16,752 455 -- 17,207
Minority interest -- -- 31 3,110 3,141
Stockholders' equity:
Common stock 431 383 48 (431) 431
Other stockholders'
equity 120,350 109,401 14,059 (123,460) 120,350
-------- -------- -------- --------- --------
Total stock-
holders'
equity 120,781 109,784 14,107 (123,891) 120,781
-------- -------- -------- --------- --------
Total liabilities and
stockholders' equity $120,781 $213,407 $161,299 $(192,345) $303,142
======== ======== ======== ========= ========
</TABLE>
97
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME
Year Ended December 31, 1998
(In thousands)
Guara- Non-Guara-
ntor ntor
The Subsi- Subsi- Elimina- Consoli-
Company diaries diaries tions dated
<S> <C> <C> <C> <C> <C>
Revenues:
Satellite services $ -- $111,831 $452,817 $ (24,016) $540,632
Advertising sales -- 40,349 -- -- 40,349
Systems integration
services -- -- 40,959 -- 40,959
-------- -------- -------- --------- --------
-- 152,180 493,776 (24,016) 621,940
Operating expenses:
Programming and
delivery -- 33,972 320,948 (24,016) 330,904
Selling, general and
administrative -- 53,743 100,447 -- 154,190
Depreciation and
amortization -- 10,588 17,639 -- 28,227
-------- -------- -------- --------- --------
-- 98,303 439,034 (24,016) 513,321
-------- -------- -------- --------- --------
Operating income -- 53,877 54,742 -- 108,619
Equity in earnings
of subsidiaries 102,059 -- -- (102,059) --
Other income
(expense),
net -- 10,966 41,833 -- 52,799
-------- -------- -------- --------- --------
Income before income
taxes and minority
interest 102,059 64,843 96,575 (102,059) 161,418
Provision for income
taxes -- (21,838) (37,139) -- (58,977)
Minority interest in
earnings -- -- (316) (66) (382)
-------- -------- -------- --------- --------
Net income $102,059 $ 43,005 $ 59,120 $(102,125) $102,059
======== ======== ======== ========= ========
</TABLE>
98
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME
Year Ended December 31, 1997
(In thousands)
Guara- Non-Guara-
ntor ntor
The Subsi- Subsi- Elimina- Consoli-
Company diaries diaries tions dated
<S> <C> <C> <C> <C> <C>
Revenues:
Satellite services $ -- $ 98,332 $377,099 $(17,456) $457,975
Advertising sales -- 30,828 -- -- 30,828
Systems integration --
services -- -- 41,617 -- 41,617
------- -------- -------- -------- --------
-- 129,160 418,716 (17,456) 530,420
Operating expenses:
Programming and
delivery -- 24,976 258,599 (17,456) 266,119
Selling, general and
administrative -- 40,797 103,528 -- 144,325
Depreciation and
amortization -- 9,271 9,579 -- 18,850
------- -------- -------- -------- --------
-- 75,044 371,706 (17,456) 429,294
------- -------- -------- -------- --------
Operating income -- 54,116 47,010 -- 101,126
Equity in earnings
of subsidiaries 67,435 -- -- (67,435) --
Other income
(expense),
net -- 1,764 2,356 -- 4,120
------- -------- -------- -------- --------
Income before income
taxes and minority
interest 67,435 55,880 49,366 (67,435) 105,246
Provision for income
taxes -- (20,047) (18,391) -- (38,438)
Minority interest in
earnings -- -- (9) 636 627
------- -------- -------- -------- --------
Net income $67,435 $ 35,833 $ 30,966 $(66,799) $ 67,435
======= ======== ======== ======== ========
</TABLE>
99
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME
Year Ended December 31, 1996
(In thousands)
Guara- Non-Guara-
ntor ntor
The Subsi- Subsi- Elimina- Consoli-
Company diaries diaries tions dated
<S> <C> <C> <C> <C> <C>
Revenues:
Satellite services $ -- $ 82,005 $356,662 $(12,431) $426,236
Advertising sales -- 22,774 -- -- 22,774
Systems integration
services -- -- 35,703 -- 35,703
------- -------- -------- -------- --------
-- 104,779 392,365 (12,431) 484,713
Operating expenses:
Programming and
delivery -- 20,294 246,668 (12,431) 254,531
Selling, general and
administrative -- 37,123 106,963 -- 144,086
Depreciation and
amortization -- 9,992 6,740 -- 16,732
------- -------- -------- -------- --------
-- 67,409 360,371 (12,431) 415,349
------- -------- -------- -------- --------
Operating income -- 37,370 31,994 -- 69,364
Equity in earnings
of subsidiaries 46,302 -- -- (46,302) --
Other income
(expense),
net -- 357 1,316 -- 1,673
------- -------- -------- -------- --------
Income before income
taxes and minority
interest 46,302 37,727 33,310 (46,302) 71,037
Provision for income
taxes -- (13,508) (12,284) -- (25,792)
Minority interest in
earnings -- -- -- 1,057 1,057
------- -------- -------- -------- --------
Net income $46,302 $ 24,219 $ 21,026 $(45,245) $ 46,302
======= ======== ======== ======== ========
</TABLE>
100
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS
Year Ended December 31, 1998
(In thousands)
Guara- Non-Guara-
ntor ntor
The Subsi- Subsi- Elimina- Consoli-
Company diaries diaries tions dated
<S> <C> <C> <C> <C> <C>
Net cash provided by
operating activities $ -- $ 40,426 $54,719 $ 240 $ 95,385
Investing activities:
Capital expenditures -- (7,997) (3,838) 720 (11,115)
Investments and
acquisitions (31,848) (9,555) (699) -- (42,102)
Purchases of market-
able securities -- (74,360) -- -- (74,360)
Sales and maturities
of marketable
securities -- 190,169 -- -- 190,169
Other -- (1,105) 1,034 (786) (857)
-------- -------- -------- ----- --------
Net cash provided by
(used in) investing
activities (31,848) 97,152 (3,503) (66) 61,735
Financing activities:
Repayment of note
payable, capital
lease obligations
and long-term debt -- (3,493) (6,267) 66 (9,694)
Common stock
transactions, net (17,560) -- -- -- (17,560)
Distributions to
Liberty -- (10,688) 4,168 -- (6,520)
Intercompany
transfers 49,408 (50,965) 1,907 (350) --
Other -- -- (368) 110 (258)
-------- -------- -------- ----- --------
Net cash provided by
(used in) financing
activities 31,848 (65,146) (560) (174) (34,032)
-------- -------- -------- ----- --------
Net increase in cash
and cash
equivalents -- 72,432 50,656 -- 123,088
Cash and cash
equivalents at --
beginning of year -- 26,124 6,432 -- 32,556
-------- -------- -------- ----- --------
Cash and cash
equivalents at
end of year $ -- $ 98,556 $ 57,088 $ -- $155,644
======== ======== ======== ===== ========
</TABLE>
101
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS
Year Ended December 31, 1997
(In thousands)
Guara- Non-Guara-
ntor ntor
The Subsi- Subsi- Elimina- Consoli-
Company diaries diaries tions dated
<S> <C> <C> <C> <C> <C>
Net cash provided by
(used in) operating
activities $ -- $65,063 $15,824 $ (23) $80,864
Investing activities:
Capital expenditures -- (6,380) (4,117) 247 (10,250)
Purchases of market-
able securities -- (91,666) -- -- (91,666)
Sales and maturities
of marketable
securities -- 36,700 -- -- 36,700
Other -- (1,532) (67) (119) (1,718)
----- ------- ------- ----- -------
Net cash provided by
(used in) investing
activities -- (62,878) (4,184) 128 (66,934)
Financing activities:
Repayment of note
payable, capital
lease obligations
and long-term debt -- (3,258) (7,156) (105) (10,519)
Note payable
borrowings -- -- 7,446 -- 7,446
Common stock
transactions, net 531 -- -- -- 531
Distributions to
Liberty -- (7,980) (14,198) -- (22,178)
Intercompany
transfers (531) 1,708 (1,177) -- --
Other -- 509 (73) -- 436
----- ------- ------- ----- -------
Net cash used in
financing
activities -- (9,021) (15,158) (105) (24,284)
----- ------- ------- ----- -------
Net increase in cash
and cash
equivalents -- (6,836) (3,518) -- (10,354)
Cash and cash
equivalents at
beginning of year -- 32,960 9,950 -- 42,910
----- ------- ------- ----- -------
Cash and cash
equivalents at
end of year $ -- $26,124 $ 6,432 $ -- $32,556
===== ======= ======= ===== =======
</TABLE>
102
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS
Year Ended December 31, 1996
(In thousands)
Guara- Non-Guara-
ntor ntor
The Subsi- Subsi- Elimina- Consoli-
Company diaries diaries tions dated
<S> <C> <C> <C> <C> <C>
Net cash provided by
(used in) operating
activities $ -- $ 62,040 $ (1,240) $ -- $ 60,800
Investing activities:
Capital expenditures -- (6,296) (8,188) -- (14,484)
Investments and --
acquisitions -- (106) -- -- (106)
Purchases of market-
able securities -- (47,065) -- -- (47,065)
Maturities of
marketable
securities -- 20,482 -- -- 20,482
Other -- (196) (827) -- (1,023)
-------- -------- -------- ----- --------
Net cash used in
investing
activities -- (33,181) (9,015) -- (42,196)
Financing activities:
Note payable
borrowings -- -- 7,245 -- 7,245
Repayment of
capital lease
obligations -- (3,039) -- -- (3,039)
Issuance of stock 3,216 -- -- -- 3,216
Distributions to
Liberty -- (8,341) (1,957) -- (10,298)
Intercompany
transfers (3,216) 4,073 (857) -- --
Other -- 233 (1,545) -- (1,312)
-------- -------- -------- ----- --------
Net cash provided
by financing
activities -- (7,074) 2,886 -- (4,188)
-------- -------- -------- ----- --------
Net increase
(decrease) in cash
and cash
equivalents -- 21,785 (7,369) -- 14,416
Cash and cash
equivalents at
beginning of year -- 11,175 17,319 -- 28,494
-------- -------- -------- ----- --------
Cash and cash
equivalents at
end of year $ -- $ 32,960 $ 9,950 $ -- $ 42,910
======== ======== ======== ===== ========
</TABLE>
103
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEMS 10. Directors and Executive Officers of the Registrant
Executive Officers and Directors
The following table identifies executive officers and directors of
the Company as of March 29, 1999 and sets forth their respective ages
and positions with the Company.
Anthea Disney . . . . . . 54 Chairman of the Board and Chief
Executive Officer; Member,
Office of the Chairman
Joachim Kiener . . . . . . 45 Director; President; Chairman
and Chief Executive Officer
of TV Guide Magazine Group;
Member, Office of the
Chairman
Peter C. Boylan III . . . . 35 Director; Executive Vice
President; Chairman and Chief
Executive Officer of TV Guide
Entertainment Group and
United Video Group; Member,
Office of the Chairman
Charles B. Ammann . . . . . 44 Senior Vice President,
Secretary and
General Counsel
Craig M. Waggy . . . . . . 40 Senior Vice President,
Chief Financial Officer
and Treasurer
Robert R. Bennett . . . . . 40 Director
Chase Carey . . . . . . . . 45 Director
Peter Chernin . . . . . . . 47 Director
Gary S. Howard . . . . . . 48 Director
Charles Y. Tanabe . . . . . 47 Director
104
<PAGE>
Set forth below is a description of the backgrounds of such
persons:
Anthea Disney has been Chairman of the Board and Chief Executive
Officer of the Company and a Member of the Office of the Chairman since
March 1999. Ms. Disney has been Chairman and Chief Executive Officer of
News America Publishing Group, a division of News Corp., since
September 1997. She is also a member of News Corp.'s worldwide
Executive Management Team. Prior to her appointment as head of News
America Publishing Group, Ms. Disney was President and Chief Executive
Officer of HarperCollins Publishers, a position she held since March
1996. Ms. Disney joined News Corp. in 1990 and has held a number of
senior management positions, including Editor-in-Chief of TV Guide;
Editor-in-Chief and creator of News Corp.'s on-line development; and
executive producer of Fox Television's A Current Affair. Ms. Disney is
also a director of The CIT Group.
Joachim Kiener has been President of the Company, Chairman and
Chief Executive Officer of TV Guide Magazine Group, a Member of the
Office of the Chairman and a Director since March 1999. Mr. Kiener has
been President and Chief Operating Officer of News America Publishing
Group, a division of News Corp., since March 1998. Mr. Kiener oversees
the business, operations and financial management of News America
Publishing Group and its divisions, which include HarperCollins
Publishers, The Weekly Standard and News America Digital Publishing. He
joined News Corp. as Executive Vice President and Chief Operating
Officer of HarperCollins Publishers in September 1996. Prior to joining
HarperCollins Publishers, Mr. Kiener spent seven years in various
senior executive positions at EMI-Capitol Music Group, N.A., one of the
major worldwide operating music distribution and publishing companies.
Peter C. Boylan III has been Executive Vice President of the
Company, Chairman and Chief Executive Officer of TV Guide Entertainment
Group and United Video Group and a Member of the Office of the Chairman
since March 1999 and a Director of the Company since July 1995. Mr.
Boylan served as President of the Company from August 1997 to March
1998; Chief Operating Officer of the Company from December 1996 to
March 1998 and Executive Vice President and Chief Financial Officer of
the Company from October 1994 to December 1996. Beginning in 1992
through October 1994, 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, Secretary and General Counsel. Mr. Ammann is
responsible for the Company's legal, human resources, risk management
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 has been Senior Vice President and Chief Financial
Officer of the Company since September 1997 and Treasurer of the
Company since June 1995. Mr. Waggy joined the Company in June 1995 as
Vice President of Finance and Treasurer. Mr. Waggy is responsible for
the Company's accounting and finance functions. Prior to joining the
Company, he was with Ernst & Young LLP.
105
<PAGE>
Robert R. Bennett has been a Director of the Company since
February 1998 and has been Executive Vice President of TCI and
President and Chief Executive Officer of Liberty since April 1997. Mr.
Bennett has also been President and Chief Executive Officer of AT&T's
Liberty Media Group since the closing of the merger of TCI and AT&T in
March 1999. From June 1995 through March 1997, Mr. Bennett was an
Executive Vice President and the Chief Financial Officer, Secretary and
Treasurer of Liberty. Mr. Bennett served as Senior Vice President of
Liberty from September 1991 through June 1995. Mr. Bennett is a
director of TCI Music, Inc.
Chase Carey has been a Director of the Company since March 1999
and a Director of Fox Entertainment Group, Inc. and Co-Chief Operating
Officer of Fox Entertainment Group, Inc. since August 1998. Mr. Carey
was President of Fox Entertainment Group, Inc. from 1995 to 1998,
Executive Vice President and Chief Operating Officer from 1991 to 1995
and Senior Vice President from 1988 to 1991. Mr. Carey is an Executive
Director and has been the Co-Chief Operating Officer of News. Corp. and
a Director and Executive Vice President of News America Incorporated
since 1996. Mr. Carey has served as the Chairman and Chief Executive
Officer of Fox Television since July 1994. Mr. Carey joined Fox, Inc.
(predecessor of Fox Entertainment Group, Inc.) in 1998 as Executive
Vice President, served as Chief Financial Officer, and assumed the
title of Chief Operating Officer in February 1992. Prior to joining Fox
Television, Mr. Carey worked at Columbia Pictures in several executive
positions, including President of Pay/Cable and Home Entertainment and
Executive Vice President of Columbia Pictures International. Mr. Carey
is also a member of the Boards of Directors of Gateway 2000 and Colgate
University.
Peter Chernin has been a Director of the Company since March 1999
and has been a Director and President and Chief Operating Officer of
Fox Entertainment Group, Inc. since August 1998. Mr. Chernin has been
an Executive Director, President and Chief Operating Officer of News
Corp. and a Director, Chairman and Chief Executive Officer of News
America Incorporated since 1996. Mr. Chernin was Chairman and Chief
Executive Officer of Fox Filmed Entertainment from 1994 until 1996,
Chairman of Twentieth Century Fox Film Corporation from 1992 until 1994
and President of Fox Broadcasting Company from 1989 until 1992.
Gary S. Howard has been a Director of the Company since May 1997
and served as Chairman of the Board of Directors and Chief Executive
Officer of the Company from May 1997 to March 1999. Mr. Howard has been
an Executive Vice President of TCI since December 1997 and Executive
Vice President and Chief Operating Officer of Liberty since March 1999.
Mr. Howard has also been Executive Vice President and Chief Operating
Officer of AT&T's Liberty Media Group since the closing of the merger
of TCI and AT&T in March 1999. Mr. Howard was President and Chief
Executive Officer of TCI Ventures Group, LLC, a subsidiary of TCI, from
December 1997 to March 1999. He has served as Chief Executive Officer
of TCI Satellite Entertainment, Inc. since December 1996 and was
President from February 1995 to August 1997. 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.
Charles Y. Tanabe has been a Director of the Company since March
1999 and has served as Senior Vice President and General Counsel of
Liberty since January 1999. For more than five years before he assumed
that position, Mr. Tanabe was a member of Sherman & Howard L.L.C., a
law firm based in Denver, Colorado.
There are no family relationships among any of the directors and
executive officers of the Company.
106
<PAGE>
On March 1, 1999, the Company's bylaws were amended to fix the
number of the Company's directors at ten, to provide for an Office of
the Chairman and to provide that approval of any action by the Board
will require the affirmative vote of at least seven of the ten
directors, except for the removal of any officer of the Company, which
will require approval of six of the ten directors. The two open seats
on the Board are expected to be filled at the next meeting of the Board
in April 1999.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16 of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors and persons who own more
than ten percent of a registered class of the Company's equity
securities (collectively, the "reporting persons") to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission and to furnish the Company with copies of these reports.
Based solely upon a review of copies of such reports filed with the
Company, and written representations received from the reporting
persons, the Company believes that all filings required to be made by
the reporting persons for the last fiscal year were made on a timely
basis.
107
<PAGE>
Item 11. Executive Compensation
Summary Compensation Table
The following Summary Compensation Table sets forth a summary of
the compensation paid by the Company during each of the fiscal years
ended December 31, 1998, 1997 and 1996, to the chief executive officer
and four other most highly compensated executive officers ("the Named
Executive Officers"). During the last three fiscal years, none of the
Named Executive Officers received any restricted stock awards or
long-term incentive payouts nor did any of the Named Executive Officers
receive any other annual compensation.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL ANNUAL AWARDS ALL OTHER
NAME AND PRINCIPAL COMPENSATION COMPENSATION OPTIONS COMPENSATION
POSTION (1) YEAR SALARY ($) BONUS ($) (#) (2) ($) (3)
<S> <C> <C> <C> <C> <C>
Gary S. Howard (4) 1998 $275,000 $ -- -- $ --
Chairman of the Board 1997 $215,480 $174,300 200,000 $ --
and Chief Executive Officer 1996 $ -- $ -- -- $ --
Peter C. Boylan III (5) 1998 $406,637 $325,000 200,000 $40,560
President and 1997 $323,091 $256,300 172,000 $16,025
Chief Operating Officer 1996 $259,721 $212,710 300,000 $21,571
Charles Butler Ammann 1998 $204,000 $115,000 40,000 $16,523
Senior Vice President, 1997 $180,000 $ 78,000 -- $ 7,843
Secretary and General 1996 $166,000 $ 25,000 28,000 $ 260
Counsel
Craig M. Waggy 1998 $150,000 $115,000 50,000 $14,017
Senior Vice President, 1997 $115,667 $ 77,000 36,000 $ 5,371
Chief Financial Officer 1996 $ 99,117 $ 46,170 28,000 $ 3,276
and Treasurer
Toby DeWeese (6) 1998 $131,327 $ 50,000 -- $23,416
Vice President, Corporate 1997 $ 33,173 $ 10,000 40,000 --
Development 1996 $ -- $ -- -- --
</TABLE>
(1) The positions shown represent the positions held by such persons
at the end of 1998.
(2) All grants for 1998, 1997 and 1996 represent stock options to
acquire Class A Common Stock under the Company's Equity Incentive
Plan. All amounts have been adjusted for stock splits.
(3) 1998 includes (i)contributions under the Company's SERP and 401(k)
Plans, and (ii) the compensation component of term life insurance
premiums, respectively, as follows: Mr. Boylan, $39,502 and $578;
Mr. Ammann, $15,890 and $495; Mr. Waggy, $13,687 and $225 and Mr.
DeWeese, $3,347 and none. In addition, the 1998 amount for Mr.
DeWeese includes $20,069 of taxable moving expense reimbursement.
(4) Mr. Howard joined the Company on June 1, 1997. The amounts
presented for annual compensation and bonus represent those
amounts paid by the Company to TCI for Mr. Howard's services.
(5) Effective December 4, 1998, Mr. Boylan's salary was increased to
$550,000 per year.
(6) Mr. DeWeese joined the Company on September 25, 1997.
108
<PAGE>
The following table sets forth information concerning options
granted in 1998 to the Named Executive Officers.
<TABLE>
<CAPTION>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
PERCENT
OF TOTAL
OPTIONS/SARS EXERCISE POTENTIAL REALIZABLE POTENTIAL REALIZABLE
GRANTED TO OR BASE VALUE AT ASSUMED ANNUAL VALUE AT ASSUMED ANNUAL
EMPLOYEES PRICE RATES OF STOCK PRICE RATES OF STOCK PRICE
OPTIONS IN FISCAL PER EXPIRATION APPRECIATION FOR APPRECIATION FOR
NAME GRANTED(#) YEAR (1) SHARE DATE OPTION TERM - 5% OPTION TERM - 10%
<S> <C> <C> <C> <C> <C> <C>
Gary S. Howard -- -- -- -- -- --
Peter C. Boylan III (2) 200,000 28.2% $16.625 02-08-08 $2,091,075 $5,299,194
Charles Butler Ammann 40,000 5.6% $16.625 02-08-08 $ 418,215 $1,059,839
(2)
Craig M. Waggy (2) 50,000 7.1% $16.625 02-08-08 $ 522,769 $1,324,798
Toby DeWeese -- -- -- -- -- --
</TABLE>
(1) Computation includes 30,000 options granted under the TV Guide,
Inc. (formerly United Video Satellite Group, Inc.) Stock Option
Plan for Non-Employee Directors.
(2) Incentive and non-qualified stock options to acquire shares of the
Company's Class A Common Stock.
109
<PAGE>
The following table sets forth information concerning options
exercised in 1998 and outstanding options held by the Named Executive
Officers as of December 31, 1998:
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND YEAR-END OPTION/SAR VALUES
NUMBER OF VALUE OF UNEXERCISED IN-
SHARES UNEXERCISED OPTIONS AT THE-MONEY OPTIONS AT
ACQUIRED ON VALUE DECEMBER 31, 1998 (#) DECEMBER 31, 1998 ($)(1)
NAME EXERCISE (#) REALIZED ($) EXERCISABLE / UNEXERCISABLE EXERCISABLE / UNEXERCISABLE
<S> <C> <C> <C> <C>
Gary S. Howard -- -- 40,000 / 160,000 $ 612,500 / $2,450,000
Peter C. Boylan III 28,304 $403,221 506,584 / 517,600 $8,582,154 / $5,772,200
Charles Butler Ammann -- -- 11,200 / 56,800 $ 194,600 / $ 571,900
Craig M. Waggy -- -- 18,400 / 95,600 $ 308,000 / $1,095,500
Toby DeWeese -- -- 8,000 / 32,000 $ 105,000 / $ 420,000
</TABLE>
(1) The value of unexercised in-the-money options is calculated based
upon the last reported sales price per share of the Company's Class A
Common Stock on the Nasdaq National Market on December 31, 1998
($23.625), less the exercise price.
110
<PAGE>
Directors' Compensation
Directors who are not also employees of the Company or its
subsidiaries or affiliates receive a fee of $4,000 per meeting attended
in person and a fee of $2,000 per committee meeting attended in person,
unless such committee meeting is held on the same day as a meeting of
the full Board. Telephonic meetings of boards and committees are
compensable at the rate of $400. Directors who are also employees of
the Company or its subsidiaries or affiliates receive no additional
compensation for serving as directors. The Company reimburses all of
its directors for reasonable travel and out-of-pocket expenses in
connection with their attendance at meetings of the Board. The
directors are eligible to participate in the Stock Option Plan for Non-
Employee Directors (the "Directors Plan"). The Company has reserved
470,000 shares of Class A Common Stock to be issued pursuant to the
exercise of options granted under the Directors Plan.
Employment Agreements
The Company's employment agreement with Mr. Boylan expired in
January 1999. Negotiations are ongoing for a new two-year employment
agreement between Mr. Boylan and the Company. Ms. Disney and Mr. Kiener
are employees of News. Corp., but are seconded to the Company under
agreements whereby the substantial majority of their time is made
available to the Company and the Company reimburses News Corp. for an
appropriate portion of the cost of their cash compensation and employee
benefits paid by News Corp.
Compensation Committee Interlocks and Insider Participation in
Compensation Decisions
The Compensation Committee was established to make recommendations
regarding compensation, including incentive compensation, stock bonus,
stock option, and other incentive or stock plans, and previously
administered the Company's Equity Incentive Plan. The Compensation
Committee also reviews and approves, subject to ratification by the
Board of Directors, all compensation to the executive officers. During
1998, the Compensation Committee consisted of Messrs. J. David Wargo
(Chairman), Bennett and Lawrence Flinn, Jr. and Leo J. Hindery, Jr.
The Special Compensation Committee was established to grant awards
under the Company's Equity Incentive Plan and to make other
compensation awards where necessary in order to comply with the
requirements of Section 162(m) of the Internal Revenue Code. During
1998, the Special Compensation Committee consisted of two members of
the Compensation Committee, Messrs. Bennett and Wargo.
On March 8, 1999, Mr. Hindery resigned from the Board and
effective March 29, 1999, Messrs. Flinn and Wargo resigned from the
Board.
Mr. Bennett was an Executive President of TCI and was the
President and Chief Executive Officer of Liberty during 1998. Liberty
is a subsidiary of TCI. Mr. Hindery was a member of the Compensation
Committee prior to his resignation on March 8, 1999. Prior to the
merger of TCI and AT&T in March 1999, Mr. Hindery was President and
Chief Operating Officer of TCI. TCI and its consolidated affiliates
purchased system integration services and video program promotion and
guide services from the Company totaling $516,000 and $9.1 million,
respectively during 1998. The Company purchased $43.7 million of
programming and production services from TCI and its consolidated
affiliates during 1998.
111
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth certain information as of March 29,
1999, regarding ownership of the Common Stock by (1) each person
believed by the Company to be the beneficial owner of more than five
percent of its outstanding Common Stock; (2) each Director, the Chief
Executive Officer and each of the four other most highly compensated
executive officers of the Company for the fiscal year ended December
31, 1998; and (3) all current executive officers and directors of the
Company as a group. Shares of Class B Common Stock are convertible at
the option of the holder immediately into shares of Class A Common
Stock on a one-for-one basis and, accordingly, holders of Class B
Common Stock are deemed to own beneficially the same number of shares
of Class A Common Stock. The table below does not reflect such
beneficial ownership of Class A Common Stock.
Class A Class B
Common Stock Common Stock
---------------- ---------------
Percent of
Vote of All
Number Percent Number Percent Outstanding
of of of of TVGI Common
Beneficial Owner Shares Class Shares Class Stock
- ---------------- ------ ------- ------ ------- -----------
Liberty Media
Corporation (1) 29,037,520 37.7% 37,496,588 50% 48.9%
The News Corporation
Limited (2) 29,037,520 37.7% 37,496,588 50% 48.9%
Anthea Disney -- -- -- -- --
Joachim Kiener -- -- -- -- --
Peter C. Boylan III(3) 669,288 * -- -- *
Charles Butler Ammann
(4) 24,800 * -- -- *
Craig M. Waggy (5) 41,200 * -- -- *
Toby DeWeese (6) 8,000 * -- -- *
Robert R. Bennett (7) 6,000 * -- -- *
Chase Carey -- -- -- -- --
Peter Chernin -- -- -- -- --
Lawrence Flinn, Jr. (8) 199,600 * -- -- *
Gary S. Howard (9) 40,000 * -- -- *
Larry E. Romrell (10) 18,000 * -- -- *
Charles Y. Tanabe -- -- -- -- --
J. David Wargo (10) 18,000 * -- -- *
All Directors and
Executive Officers
as a Group
(14 persons)(11) 1,024,888 1.3% -- -- *
112
<PAGE>
* Less than 1%
(1) The address for Liberty Media Corporation is 8101 Prentice
Avenue, Suite 500, Englewood, CO 80111. Liberty holds shares of
Common Stock, directly or indirectly through its subsidiary TCI
UVSG, Inc. Liberty is an indirect subsidiary of
Tele-Communications, Inc. ("TCI"), which in turn is an indirect
subsidiary of AT&T Corp.
(2) The Class A Common Stock and Class B Common Stock reported as
beneficially owned by News Corp. are directly owned by TVG
Holdings, Inc. ("News Holdings"), an indirect subsidiary of News
Corp. and a direct subsidiary of News Publishing Australia
Limited ("NPAL"). Each of News Corp. and NPAL, as persons who may
be deemed to control Holdings, may also be deemed to indirectly
beneficially own such shares. By virtue of ordinary shares of
News Corp. owned by (i) Mr. K. Rupert Murdoch and members of his
family, (ii) Cruden Investments Pty. Limited, a private
Australian Investment company owned by Mr. Murdoch, members of
his family and certain charities, and (iii) corporations which
are controlled by trustees of settlements and trusts set up for
the benefit of the Murdoch family, certain charities and other
persons, and Mr. Murdoch's positions as Chairman and Chief
Executive of News Corporation, Mr. Murdoch may be deemed to
control the operations of News Corp., and may therefore be deemed
to indirectly beneficially own such shares of News Holdings. The
address of News Holdings is 1300 North Market Street, Suite 404,
Wilmington, Delaware 19801; the address of News Corp. is 2 Holt
Street, Sydney, New South Wales 2010, Australia; the address of
NPAL is 1300 North Market Street, Suite 404, Wilmington, Delaware
19801; and the address of Mr. Murdoch is 10201 West Pico
Boulevard, Los Angeles, California 90035.
(3) Includes 546,584 shares of Class A Common Stock subject to
presently exercisable options and 94,400 shares of Class A Common
stock subject to options that will become exercisable within 60
days.
(4) Includes 24,800 shares of Class A Common Stock subject to
presently exercisable options.
(5) Includes 34,000 shares of Class A Common Stock subject to
presently exercisable options and 7,200 shares of Class A Common
Stock subject to options that will become exercisable within 60
days.
(6) Includes 8,000 shares of Class A Common Stock subject to
presently exercisable options.
(7) Includes 6,000 shares of Class A Common Stock subject to
presently exercisable options.
(8) Includes 199,600 shares of Class A Common Stock owned by the
Lawrence Flinn, Jr. Charitable Trust of which Mr. Flinn is
Trustee. Mr. Flinn disclaims beneficial ownership of such shares.
(9) Includes 40,000 shares of Class A Common Stock subject to
presently exercisable options.
(10) Includes 12,000 shares of Class A Common Stock subject to
presently exercisable options and 6,000 shares of Class A Common
Stock subject to options that will become exercisable within 60
days.
(11) Includes 683,384 shares of Class A Common Stock subject to
presently exercisable options and 113,600 shares of Class A
Common Stock subject to options that will become exercisable
within 60 days.
113
<PAGE>
ITEM 13. Certain Relationships and Related Transactions
Stockholders Agreement. TCI, Liberty, TCI Holdings, News Corp.,
News Holdings and the Company have entered into a Stockholders
Agreement which provides that, among other things, for so long as a
stockholder or group of related stockholders is entitled to designate
at least one director to the Company's Board, the other stockholder or
group of related stockholders shall be subject to certain restrictions
on its ability to sell any of its shares of Common Stock to an
unaffiliated third party or to convert any of its shares of Class B
Common Stock to shares of Class A Common Stock unless it first offers
such Common Stock for sale to the non-transferring party. If the non-
transferring party elects not to purchase such Common Stock, the
transferring party will convert any Class B Common Stock to be sold
into Class A Common Stock prior to such sale unless such Class B Common
Stock is to be sold to a third party that has offered to purchase at
least 12.5% of the aggregate number of shares of Class B Common Stock
outstanding. Pursuant to the Stockholders Agreement, so long as there
continues to be at least two stockholders or groups of related
stockholders that each own in the aggregate 30% or more of the
outstanding Class B Common Stock, such stockholders or the members of
each such stockholder group will vote their shares of Common Stock on
all matters submitted to a vote of the Company's stockholders only as
shall be mutually agreed upon by such stockholders or stockholder
groups and, if they are unable to agree on how to vote with respect to
any such proposal, they will each be obligated to vote against such
proposal. Under the Stockholders Agreement, a stockholder or group of
related stockholders is entitled to designate one director for each
12.5% of the outstanding shares of Class B Common Stock owned by such
party (rounded to the nearest 12.5%, with more than 6.25% being rounded
up, and 6.25% or less being rounded down), and the other stockholders
or group of related stockholders will vote or cause to be voted all
shares of Common Stock owned by such party for the election of such
designee(s) as director. In addition, the Stockholders Agreement
provides for certain registration rights with respect to the resale of
the Class A Common Stock owned by stockholders that are parties to the
Stockholders Agreement. Pursuant to the Stockholders Agreement, the
Parent (as defined in such Agreement) of each stockholder or group of
related stockholders that is entitled to designate at least one
director of the Company's Board pursuant to the Stockholders Agreement
agrees with and for the benefit of the Parent of each other stockholder
or group of related stockholders that is so entitled to designate at
least one director to the Company's Board that, for so long as there
are at least two such stockholders or stockholder groups, the Company
will, subject to certain limited exceptions, be the exclusive vehicle
through which such Parent, directly or indirectly through its
controlled affiliates, conducts program guide businesses (print,
electronic or otherwise) worldwide. Currently, TCI and News Corp. are
each Parents within the meaning of the Stockholders Agreement.
Parent Agreement. News Corp., TCI and the Company are also
parties to a letter agreement, effective as of June 10, 1998 (the
"Parent Agreement"), pursuant to which, among other things, the parties
agreed to negotiate in good faith to enter into, or cause their
affiliates to enter into, the following agreements: (a) affiliation
agreements between the Company and News Corp. (or a controlled
affiliate of News Corp.) with respect to the TV Guide Channel and TV
Guide Interactive; (b) affiliation agreements between the Company and
TCI (or a controlled affiliate of TCI) with respect to the TV Guide
Channel and TV Guide Interactive; and (c) carriage/marketing agreements
for "TV Guide" branded monthly and/or weekly cable and DTH guide
magazines. In the case of the carriage/marketing agreement between the
Company and TCI, such agreement would include, among other terms and
conditions as the parties may mutually agree upon, TCI's or its
affiliate's agreement to convert TVSM monthly magazines for cable
systems controlled by TCI to weekly magazines, and as consideration
therefor, the agreement of a subsidiary of News Corp. to pay TCI or its
designee an aggregate sum of $10 million upon such conversion being
effected.
114
<PAGE>
Continuing Services. Following the closing of the TV Guide
Transaction, for so long as News Corp. beneficially owns in the
aggregate at least 12.5% of the Class B Common Stock of the Company,
News Corp. will continue to make available to the businesses acquired
in the TV Guide Transaction, at the Company's request from time to
time, services (including bulk paper procurement and the benefits of
certain agreements, to the extent permitted thereunder) consistent with
past practice, but in any event on terms no less favorable to the
Company than "most favored nation" terms, unless the Company shall
otherwise agree, provided that the right to use services that require
the involvement of executives of News. Corp. will be subject to
agreement upon allocation of costs (including services of senior
management). News Corp. and the Company have agreed to negotiate to
enter into a definitive services agreement containing the foregoing
terms and such other terms and conditions as may be customary or
appropriate under the circumstances.
Programming and Affiliation Agreements. In connection with the
Liberty Transaction, one of the companies acquired from Liberty entered
into programming and affiliation agreements with Satellite Services,
Inc., a subsidiary of TCI ("SSI"), providing, among other things, for
SSI to continue providing programming for the Company's SMATV business
to the extent permitted by SSI's agreements with suppliers of
programming services and pursuant to which SSI may redistribute the
Denver 6 service within the service area of certain of TCI's cable
systems. Pursuant to the Parent Agreement, as described above, News
Corp., TCI and the Company agreed to negotiate in good faith to enter
into, or cause their affiliates to enter into, certain affiliation
agreements and carriage/marketing agreements. SSI and the Company have
entered into an affiliation agreement for the cable systems of certain
of TCI's controlled affiliates to carry TV Guide Interactive.
TCI and its consolidated affiliates purchased system integration
services and video program promotion and guide services from the
Company totaling $516,000 and $9.1 million, respectively during 1998.
The Company purchased $43.7 million of programming and production
services from TCI and its consolidated affiliates during 1998.
Trademark License Agreements. Pursuant to the Parent Agreement
described above, News Corp. agreed to cause the termination of certain
licenses granting it and its affiliates the right to use the TV Guide
brand or associated trademarks. It is contemplated that the Company
may license to News Corp., TCI or their respective affiliates, on terms
to be agreed upon, the right to use the TV Guide brand and associated
trademarks in connection with the Company's products or services or
other arrangements for the benefit of the Company's products or
services.
Purchase of Intellectual Property. At the closing of the TV Guide
Transaction, TCI sold to the Company all of TCI's right, title and
interest in and to any intellectual property of or arising out of the
joint venture formerly known as TV Guide On Screen for $3,500,000.
Advertising Revenues. For the fiscal year ended June 30, 1998,
the businesses acquired in the TV Guide Acquisition earned
approximately 13.2% of their advertising revenues from News Corp.
affiliates.
See also "Executive Compensation -- Compensation Committee
Interlocks and Insider Participation in Compensation Decisions".
115
<PAGE>
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 36, are filed as part of this annual report.
2. EXHIBITS - The exhibits listed in the Index to Exhibits,
which appears on pages 117 through 118, 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
1998.
TV GUIDE, 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, 1998:
Allowance for
doubtful
accounts $2,785 $921 $ -- $1,007 $2,699
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
(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.
116
<PAGE>
TV GUIDE, INC.
INDEX TO EXHIBITS
Exhibit
No. Exhibit Description
2.1 Share Exchange Agreement among the Company, TVG Holdings,
Inc. and News America Incorporated, dated as of June 10,
1998 (9)
2.2 Amended and Restated Stock Purchase Agreement between the
Company and Liberty Media Corporation, dated as of May 18,
1998 (9)
3.1 Restated Certificate of Incorporation (6)
3.1.1 Certificate of Amendment to Restated Certificate of
Incorporation (7)
3.1.2** Certificate of Amendment of Restated Certificate of
Incorporation
3.2** Amended and Restated Bylaws
4.1 Specimen of Class A Common Stock certificate (2)
4.2 The Restated Certificate of Incorporation, amendments to the
Restated Certificate of Incorporation and Bylaws of the
Company are filed as Exhibits 3.1 and 3.2
10.1* Form of Management Stock Appreciation Rights Agreement (1)
10.2 * Equity Incentive Plan. (3)
10.3 * First Amendment to the Equity Incentive Plan. (8)
10.4 * Amended and Restated Stock Option Plan for Non-Employee
Directors (7)
10.5 Voting Agreement dated as of July 20, 1995, among United
Video Satellite Group, Inc. and certain shareholders of
SSDS. (4)
10.6 Registration Rights Agreement dated as of December 12, 1994,
between SSDS and certain shareholders of SSDS(4)
10.7 SSDS Registration Rights Agreement dated as of July 20, 1994,
between SSDS and certain shareholders of SSDS (4)
10.8* 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(5)
10.9 Letter Agreement effective as of June 10, 1998 among The News
Corporation Limited, Tele-Communications Inc. and the
Company (10)
10.10 Stockholders Agreement dated March 1, 1999 among TVG
Holdings, Inc., The News Corporation Limited, TCI UVSG,
Inc., Liberty Media Corporation, Tele-Communications
Inc. and the Company effective as of May 18, 1998 (10)
12.0** Computation of Ratio of Earnings to Fixed Charges
21.1** List of Subsidiaries of the Company
23.1** Consent of KPMG LLP
23.2** Consent of Ernst & Young LLP
23.3** Consent of KPMG LLP
27.1** Financial Data Schedule
- ---------------
* Management Compensation Plan
** Filed herewith
117
<PAGE>
(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 report on
Form 8-K dated July 20, 1995; Commission File Number 0-22662.
(5) 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.
(6) Incorporated herein by reference from the Company's report on
Form 8-K dated January 25, 1996; Commission File Number 0-
22662.
(7) Incorporated herein by reference from the Company's report on
Form 10-Q for the period ended September 30, 1998; Commission
File Number 0-22662.
(8) Incorporated herein by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1997;
Commission File Number 0-22662.
(9) Incorporated by reference from the Company's Proxy Statement
for a Special Meeting of Stockholders held on February 19,
1999.
(10) Incorporated herein by reference from the Company's report on
Form 8-K dated March 16, 1999; Commission File Number 0-22662.
118
<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.
TV GUIDE, INC.
a Delaware corporation
Dated: March 31, 1999 By: /s/ Peter C. Boylan III
-------------------------------
Peter C. Boylan III
Executive Vice President;
Chairman and Chief Executive
Officer of TV Guide Entertainment
Group and United Video Group
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/ Anthea Disney
- ------------------------
Anthea Disney Chairman and Chief March 31, 1999
Executive Officer;
Member, Office of the
Chairman
/s/ Joachim Kiener
- ------------------------
Joachim Kiener Director; President; March 31, 1999
Chairman and Chief
Executive Officer of TV
Guide Magazine Group;
and Member, Office of
the Chairman
/s/ Peter C. Boylan III
- ------------------------
Peter C. Boylan III Director; Executive Vice March 31, 1999
President; Chairman and
Chief Executive Officer of
TV Guide Entertainment Group
and United Video Group; and
Member, Office of the
Chairman
/s/ Craig M. Waggy
- ------------------------
Craig M. Waggy Senior Vice President, March 31, 1999
Chief Financial Officer
and Treasurer (Principal
Accounting Officer)
/s/ Robert R. Bennett
- ------------------------
Robert R. Bennett Director March 31, 1999
/s/ Gary S. Howard
- ------------------------
Gary S. Howard Director March 31, 1999
- ------------------------
Chase Carey Director
- ------------------------
Peter Chernin Director
- ------------------------
Charles Y. Tanabe Director
119
<PAGE>
Exhibit 3.1.2
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
of
RESTATED CERTIFICATE OF INCORPORATION
of
UNITED VIDEO SATELLITE GROUP, INC.
United Video Satellite Group, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the
State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of United Video
Satellite Group, Inc., resolutions were duly adopted setting forth a
proposed amendment to the Restated Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and calling a
meeting of the stockholders of said corporation for consideration
thereof.
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said corporation
was duly called and held upon notice in accordance with Section 222 of
the General Corporation Law of the State of Delaware at which meeting
the necessary number of shares as required by statute were voted in
favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State
of Delaware.
FOURTH: That the Restated Certificate of Incorporation of this
corporation be amended by striking out the whole Article thereof
numbered Article I and inserting in lieu thereof a new Article I so
that, as amended, said Article in its entirety shall be and read as
follows:
ARTICLE I
NAME
The name of the corporation is TV Guide, Inc.
FIFTH: That the capital of said corporation shall not be reduced under
or by reason of said amendment.
SIXTH: That said amendment shall be effective on Monday, March 1,
1999, at 5:00 p.m.
IN WITNESS WHEREOF, said United Video Satellite Group, Inc., has caused
this certificate to be signed by Charles B. Ammann, an Authorized
Officer, this 18th day or February, 1999.
By: /s Charles B. Ammann
--------------------------
Authorized Officer
Name: Charles B. Ammann
Title: Senior Vice President, Secretary and
General Counsel
1
<PAGE>
Exhibit 3.2
UNITED VIDEO SATELLITE GROUP, INC.
A Delaware Corporation
Amended and Restated Bylaws
Effective March 1, 1999
ARTICLE I
STOCKHOLDERS
Section 1.1 Annual Meeting.
An annual meeting of stockholders for the purpose of electing
directors and of transacting such other business as may come before it
shall be held each year at such date, time, and place, either within or
without the State of Delaware, as may be specified by the Board of
Directors in the notice of meeting.
Section 1.2 Special Meetings.
Except as otherwise provided in the terms of any class or series
of preferred stock or unless otherwise provided by law or by the
Certificate of Incorporation, special meetings of stockholders of the
Corporation, for any purpose or purposes, shall be called by the
Secretary of the Corporation (i) upon written request of the holders of
not less than 66 % of the total voting power of the outstanding capital
stock of the Corporation entitled to vote at such meeting or (ii) at
the request of not less than seven of the ten members of the Board of
Directors then in office.
Section 1.3 Notice of Meetings.
Written notice of stockholders meetings, stating the place, date,
and hour thereof, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given by the
Chairman of the Board, any other member of the Office of the Chairman,
any Vice President, the Secretary, or an Assistant Secretary, to each
stockholder entitled to vote thereat at least ten days but not more
than sixty days before the date of the meeting, unless a different
period is prescribed by law.
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Section 1.4 Notice of Nominations for the Election of Directors.
1.4.1 Annual Meetings of Stockholders.
a. Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting of
stockholders (i) pursuant to the Corporation's notice of meeting
delivered pursuant to Section 1.3 of these Bylaws, (ii) by or at the
direction of the Board of Directors or (iii) by any stockholder of the
Corporation who is entitled to vote at the meeting, who complied with
the procedures set forth in this Bylaw and who was a stockholder of
record at the time such notice is delivered to the Secretary of the
Corporation.
b. For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause
(iii) of Section 1.4.1(a) of this Bylaw, the stockholder must have
given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered to
the Secretary at the principal executive officers of the Corporation
not less than seventy days nor more than ninety days prior to the first
anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is advanced by
more than twenty days, or delayed by more than seventy days, from such
anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the ninetieth day prior to such annual
meeting and not later than the close of business on the later of the
seventieth day prior to such annual meeting or the tenth day following
the day on which public announcement of the date of such meeting is
first made. Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or
reelection as a director all information relating to such person that
is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including such person's written consent to being
named in the proxy statement as a nominee and to serving as a director
if elected; (b) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business
of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; and (c) as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such stockholder, as they
appear on the Corporation's books, and of such beneficial owner and
(ii) the class and number of shares of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial
owner.
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c. Notwithstanding anything in the second sentence of
Section 1.4.1(b) of this Bylaw to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the
Corporation is increased and there is no public announcement naming all
of the nominees for director or specifying the size of the increased
Board of Directors made by the Corporation at least eighty days prior
to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Bylaw shall also be considered
timely, but only with respect to nominees for any new positions created
by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close
of business on the tenth day following the day on which such public
announcement is first made by the Corporation.
1.4.2 Special Meeting of Stockholders.
Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to
the Corporation's notice of meeting pursuant to Section 1.3 of these
Bylaws. Nominations of persons for election to the Board of Directors
may be made at a special meeting of stockholders at which directors are
to be elected pursuant to the Corporation's notice of meeting (a) by or
at the direction of the Board of Directors or (b) by any stockholder of
the Corporation who is entitled to vote at the meeting, who complies
with the notice procedures set forth in this Bylaw and who is a
stockholder of record at the time such notice is delivered to the
Secretary of the Corporation. Nominations by stockholders of persons
for election to the Board of Directors may be made at such a special
meeting of stockholders if the stockholder's notice as required by
Section 1.4.1(b) of this Bylaw shall be delivered to the Secretary at
the principal executive offices of the Corporation not earlier than the
ninetieth day prior to such special meeting and not later than the
close of business on the later of the seventieth day prior to such
special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of
the nominees proposed by the Board of Directors to be elected at such
meeting.
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1.4.3 General
a. Only persons who are nominated in accordance with the
procedures the procedures set forth in this Bylaw shall be eligible to
serve as directors and only such business shall be conducted at a
meeting of stockholders as shall have been brought before the meeting
in accordance with the procedures set forth in this Bylaw. Except as
otherwise provided by law, the Certificate of Incorporation or these
Bylaws, the chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought
before the meeting was made in accordance with the procedures set forth
in this Bylaw and, if any proposed nomination or business is not in
compliance with this Bylaw, to declare that such defective proposal or
nomination shall be disregarded.
b. For purposes of this Bylaw, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
Act.
c. Notwithstanding the foregoing provisions of this
Bylaw, a stockholder shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Bylaw. Nothing in this Bylaw
shall be deemed to affect any rights of stockholders to request
inclusion of proposals in the Corporation's proxy statement pursuant to
Rule 14a-8 under the Exchange Act.
Section 1.5 Quorum.
Subject to the rights of the holders of any class or series of
preferred stock and except as otherwise provided by law or in the
Certificate of Incorporation or these Bylaws, at any meeting of
stockholders, the holders of a majority in total voting power of the
outstanding shares of stock entitled to vote at the meeting shall be
present or represented by proxy in order to constitute a quorum for the
transaction of any business. In the absence of a quorum, the holders of
a majority in total voting power of the shares that are present in
person or by proxy or the chairman of the meeting may adjourn the
meeting for time to time in the manner provided in Section 1.6 of these
Bylaws until a quorum shall attend.
Section 1.6 Adjournment.
Any meeting of stockholders, annual or special, may adjourn from
time to time to reconvene at the same or some other place, and notice
need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken.
At the adjourned meeting, the Corporation may transact any business
which might have been transacted at the original meeting. If the
adjournment is for more than thirty days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.
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Section 1.7 Organization.
The Chairman of the Board or, in the absence of the Chairman, the
President or, in the absence of the President, the Executive Vice
President or, in their absence, any Vice President, shall call to order
meetings of stockholders and shall act as chairman of such meetings.
The Board of Directors or, if the Board fails to act, the stockholders,
may appoint any stockholder, director, or officer of the Corporation to
act as chairman of any meeting in the absence of the Chairman of the
Board, the President, the Executive Vice President, and all Vice
Presidents.
The Secretary shall act as secretary of all meetings of
stockholders, but, in the absence of the Secretary, the chairman of the
meeting may appoint any other person to act as secretary of the
meeting.
Section 1.8 Voting.
Subject to the rights of the holders of any class or series of
preferred stock and except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws and except for the
election of directors, at any meeting duly called and held at which a
quorum is present, the affirmative vote of a majority of the combined
voting power of the shares present in person or represented by proxy at
the meeting and entitled to vote on the subject matter shall be the act
of the stockholders. At any meeting duly called and held for the
election of directors at which a quorum is present, directors shall be
elected by a plurality of the combined voting power of the shares
present in person or represented by proxy at the meeting and entitled
to vote on the election of directors.
Section 1.9 Voting List.
a. A complete list of the stockholders of the Corporation
entitled to vote Corporation entitled to vote at the meeting, arranged
in alphabetical order, and showing the address of each stockholder and
the number and class of shares registered in the name of each
stockholder shall be prepared by the officer who has charge of the
stock ledger of the Corporation at least 10 days before every meeting
of stockholders. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least 10 days prior to the meeting,
either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder
who is present.
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b. Upon the willful neglect or refusal of the directors
to produce such a list at any meeting for the election of directors,
they shall be ineligible for election to any office at such meeting.
c. The stock ledger shall be the only evidence as to who
are the stockholders entitled to examine the stock ledger, the list
required by this section or the books of the Corporation or to vote in
person or by proxy at any meeting of stockholders.
Section 1.10 Stockholder Action Without a Meeting.
Subject to the rights of the holders of any class or series of
preferred stock, stockholder action may be taken only at an annual or
special meeting. Except as otherwise provided in the terms of any class
or series of preferred stock, no action required to be taken or which
may be taken at any annual meeting or special meeting of stockholders
may be taken without a meeting, and the power of stockholders to
consent in writing, without a meeting, is specifically denied.
Section 1.11 Inspectors of Election.
The Corporation may, and shall if required by law, in advance of
any meeting of stockholders, appoint one or more inspectors of
election, who may be employees of the Corporation, to act at the
meeting or any adjournment thereof and to make a written report
thereof. The Corporation may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. In the event that
no inspector so appointed or designated is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or
more inspectors to act at the meeting. Each inspector, before entering
upon the discharge of his or her duties, shall take and sign an oath to
execute faithfully the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspector or
inspectors so appointed or designated shall (i) ascertain the number of
shares of capital stock of the Corporation outstanding and the voting
power of each such share, (ii) determine the shares of capital stock of
the Corporation represented at the meeting and the validity of proxies
and ballots, (iii) count all votes and ballots, (iv) determine and
retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors, and (v) certify
their determination of the number of shares of capital stock of the
Corporation represented at the meeting and such inspectors' count of
all votes and ballots. Such certification and report shall specify such
other information as may be required by law. In determining the
validity and counting of proxies and ballots cast at any meeting of
stockholders of the Corporation, the inspectors may consider such
information as is permitted by applicable law. No person who is a
candidate for an office at an election may serve as an inspector at
such election.
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ARTICLE II
BOARD OF DIRECTORS
Section 2.1 Number and Term of Office.
a. The governing body of this Corporation shall be a
Board of Directors. Subject to any rights of the holders of any class
or series of preferred stock to elect additional directors, the Board
of Directors shall be comprised of ten (10) members, at least two of
whom shall be "independent directors", as such term is defined in the
rules of The Nasdaq Stock Market applicable to companies whose
securities are traded on the National Market tier (as such rules are in
effect now or hereafter). The Board of Directors, by resolution adopted
by the unanimous vote of members of the Board of Directors then in
office, may increase or decrease the number of directors. Directors
need not be stockholders of the Corporation.
b. At each annual meeting of stockholders of the
Corporation, the directors shall be elected to hold off ice for a one-
year term expiring at the next annual meeting of stockholders. The
directors will serve until their respective successors are elected and
qualified.
Section 2.2 Resignations.
Any director of the Corporation, or any member of any committee,
may resign at any time by giving written notice to the Board of
Directors, the Chairman of the Board, any other member of the Office of
the Chairman or the Secretary of the Corporation. Any such resignation
shall take effect at the time specified therein or, if the time to be
not specified therein, then upon receipt thereof. The acceptance of
such resignation shall not be necessary to make it effective unless
otherwise stated therein.
Section 2.3 Removal of Directors.
Subject to the rights of the holders of any class or series of
preferred stock, directors may be removed from office with or without
cause upon the affirmative vote of holders of not less than 66% of the
total voting power of the then outstanding capital stock of the
Corporation entitled to vote thereon, voting together as a single
class.
Section 2.4 Newly Created Directorships and Vacancies.
Subject to the rights of the holders of any class or series of
preferred stock, vacancies on the Board of Directors resulting from
death, resignation, removal, disqualification or other cause shall be
filled by the affirmative vote of not less than seven directors or if
there are then fewer than seven directors remaining in office, then by
unanimous vote of the remaining directors then in office (even though
less than a quorum) or by the sole remaining director. Subject to the
rights of the holders of any class or series of preferred stock, newly
created directorships resulting from any increase in the number of
directors on the Board of Directors, shall be filled by the unanimous
vote of the directors then in office. Any director appointed in
accordance with either of the two preceding sentences shall hold office
until the next director's successor shall have been elected and
qualified. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director,
except as may be provided in the terms of any class or series of
preferred stock with respect to any additional director elected by the
holders of such class or series of preferred stock.
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Section 2.5 Chairman of the Board.
The directors shall elect one of their members to be Chairman of
the Board of Directors. He or she shall per form such duties as may
from time to time be assigned to the Chairman by the Board of
Directors.
Section 2.6 Meetings.
Notice of each regular meeting shall be furnished in writing to
each member of the Board of Directors not less than five days in
advance of said meeting, unless such notice requirement is waived in
writing by each member.
Special meetings of the Board of Directors shall be held at such
time and place as shall be designated in the notice of the meeting.
Special Meetings of the Board of Directors may be called by the
Chairman of the Board or, in the absence of the Chairman, by any member
of the Office of the Chairman, and shall be called by the Secretary of
the Corporation upon the written request of not less than seven of the
ten members of the Board of Directors then in office.
Section 2.7 Notice of Special Meetings.
The Secretary, or in his or her absence any other officer of the
Corporation, shall give each director notice of the time and place of
holding of special meetings of the Board of Directors by mail at least
10 days before the meeting, or by telegram, cable, radiogram, or
personal service at least three days before the meeting unless such
notice requirement is waived in writing by each member. Unless
otherwise stated in the notice thereof, any and all business may be
transacted at any meeting without specification of such business in the
notice.
Section 2.8 Quorum and Organization of Meetings.
A majority of the total number of members of the Board of
Directors as constituted from time to time shall constitute a quorum
for the transaction of business, but, if at any meeting of the Board of
Directors (whether or not adjourned from a previous meeting) there
shall be less than a quorum present, a majority of those present may
adjourn the meeting to another time and place, and the meeting may be
held as adjourned without further notice or waiver. Except as otherwise
required by law or provided by the Certificate of Incorporation or
these Bylaws, directors present at any meeting and representing seven
of the ten members of the Board of Directors then in office may decide
any question brought before such meeting. Meetings shall be presided
over by the Chairman of the Board or in his or her absence, by such
other person as the directors may select. The Board of Directors shall
keep written minutes of its meetings. The Secretary of the Corporation
shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of
the meeting.
Section 2.9 Indemnification.
The Corporation shall indemnify members of the Board of Directors
and officers of the Corporation and their respective heirs, personal
representatives and successors in interest for or on account of any
action performed on behalf of the Corporation, to the fullest extent
provided by the laws of the State of Delaware and the Certificate on
Incorporation, as now or hereafter in effect.
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Section 2.10 Executive Committee of the Board of Directors.
There shall be an executive committee of the Board of Directors,
to be comprised of four directors, all of whom shall be designated by
holders of the Corporation's Class B Common Stock. Subject to the
limitations of the law of the State of Delaware and the Certificate of
Incorporation, such Executive Committee shall have such duties and
powers relating to the management of the business and affairs of the
Corporation as delegated to it from time to time by the unanimous vote
of the entire Board of Directors, including, if so delegated, all power
and authority of the Board of Directors to authorize the issuance of
shares of common stock in an amount not in excess of such number of
shares as shall be specifically authorized by the Board of Directors in
respect of a particular transaction. The Executive Committee shall act
by unanimous vote or written consent of all members of such committee.
The Executive Committee shall keep minutes of its meetings and report
after each of its meetings to the Board of Directors so as to keep the
Board of Directors sufficiently apprised of the Committee's meetings,
actions and activities, and shall be responsible to the Board of
Directors for the conduct of the enterprises and affairs entrusted to
it.
Section 2.11 Other Committees of the Board of Directors.
The Board of Directors may by resolution establish committees in
addition to the Executive Committee and shall specify with
particularity the powers and duties of any such committee. Subject to
the limitations of the laws of the State of Delaware and the
Certificate of Incorporation, any such committee shall exercise all
powers and authority specifically granted to it by unanimous vote of
the entire Board of Directors, which powers may include the authority
to authorize the issuance of shares of common stock in an amount not in
excess of such number of shares as shall be specifically authorized
from time to time by the Board of Directors in respect of a particular
transaction. Such committees shall serve at the pleasure of the Board;
keep minutes of their meetings; and have such names as the Board of
Directors by resolution may determine and shall be responsible to the
Board of Directors for the conduct of the enterprises and affairs
entrusted to them. The Board of Directors at any time may remove, with
or without cause, any members of any committee and may, with or without
cause, disband any committee.
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Section 2.12 Committees Generally.
The Board of Directors may, subject to the requirements of Section
2.10 of these Bylaws, designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified
member at any meeting of such committee. In the absence or
disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in place
of any such absent or disqualified member. Each committee that may be
established by the Board of Directors pursuant to these Bylaws may fix
its own rules and procedures. Notice of meetings of committees, other
than of regular meetings provided for by such rules, shall be given to
committee members.
Section 2.13 Directors' Compensation.
Directors shall receive such compensation for attendance at any
meetings of the Board and any expenses incidental to the performance of
their duties, as the Board of Directors shall determine by resolution.
Such compensation may be in addition to any compensation received by
the members of the Board of Directors in any other capacity.
Section 2.14 Action Without Meeting.
Nothing contained in these Bylaws shall be deemed to restrict the
power of members of the Board of Directors or any committee designated
by the Board to take any action required or permitted to be taken by
them without a meeting.
Section 2.15 Telephone Meetings.
Nothing contained in these Bylaws shall be deemed to restrict the
power of members of the Board of Directors, or any committee designated
by the Board of Directors, to participate in a meeting of the Board of
Directors, or committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in
the meeting can hear each other.
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ARTICLE III
OFFICERS
Section 3.1 Executive Officers.
The officers of the Corporation shall be a Chairman of the Board,
a Chief Executive Officer, a President, an Executive Vice President, a
Chief Financial Officer, one or more Vice Presidents, and a Secretary,
each of whom shall be elected by the Board of Directors, and such other
officers, including a Treasurer and a Controller, as may from time to
time be determined by the Board of Directors and elected or appointed
by the Board of Directors or, if so determined by the Board, by the
Chairman of the Board. A person may hold more than one of the
foregoing offices. The Chairman of the Board shall be elected from
among the members of the Board of Directors. Subject to Section 3.3,
each officer shall hold office until the first meeting of the Board of
Directors following the next annual meeting of stockholders following
their respective election. Any person may hold at one time two or more
offices.
Section 3.2 Powers and Duties of Officers.
The officers of the Corporation shall have the authority and shall
exercise the powers and perform the duties specified below, and as may
be additionally specified by the Board of Directors or these Bylaws
(and in all cases where the duties of any officer are not prescribed by
the Bylaws or the Board of Directors, such officer shall follow the
orders and instructions of the Chief Executive Officer), except that in
any event each officer shall exercise such powers and perform such
duties as may be required by law:
a. Chairman of the Board. The Chairman of the Board
shall preside at all meetings of the stockholders and the Board of
Directors of the Corporation and shall have and may exercise all such
powers and perform such other duties as may be assigned to the Chairman
from time to time by the Board of Directors.
b. Chief Executive Officer. The Chief Executive Officer
shall, subject to the direction and supervision of the Board of
Directors, (i) have general and active control of the Corporation's
affairs and business and general supervision of its officers, agents
and employees; (ii) in the absence of the Chairman of the Board
(provided that the Chief Executive Officer does not hold such
position), preside at all meetings of the stockholders and the Board of
Directors; (iii) see that all orders and resolutions of the Board of
Directors are carried into effect; and (iv) perform all other duties
incident to the office of Chief Executive Officer and as from time to
time may be assigned to the Chief Executive Officer by the Board of
Directors. Unless otherwise authorized and directed by the Board of
Directors or unless the Chief Executive Officer is unavailable, the
Chief Executive Officer shall execute on behalf of the Corporation all
material contracts which implement policies established by the Board of
Directors. Unless otherwise determined by the Board of Directors, if
and for so long as the Chief Executive Officer of the Corporation is a
director of the Corporation, the Chief Executive Officer will also be
the Chairman of the Board.
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c. President. The President shall, subject to the
direction and supervision of the Board of Directors and the Chief
Executive Officer, perform all duties incident to the office of
President as from time to time may be assigned to the President by the
Board of Directors. Unless and until otherwise determined by the Board
of Directors, the President's duties shall include acting as the
chairman and chief executive officer of the Corporation's TV Guide
Magazine Group.
d. Executive Vice President. The Executive Vice
President shall, subject to the direction and supervision of the Board
of Directors and the Chief Executive Officer, perform all duties
incident to the office of Executive Vice President as from time to time
may be assigned to the Executive Vice President by the Board of
Directors. Unless and until otherwise determined by the Board of
Directors, the Executive Vice President's duties shall include acting
as the chairman and chief executive officer of the Corporation's TV
Guide Entertainment Group and United Video Group.
e. Vice President. The Vice President, if any (or if
there is more than one then each Vice President), shall assist the
members of the Office of the Chairman and shall perform such duties as
may be assigned to the Vice President by the Chief Executive Officer or
by the Board of Directors. Assistant vice presidents, if any, shall
have the powers and perform the duties as may be assigned to them by
the Chief Executive Officer or by the Board of Directors.
f. Office of the Chairman. There shall be an Office of
the Chairman, comprised of three members--the Chairman of the Board and
Chief Executive Officer of the Corporation and the respective chairman
and chief executive officers of each of the Corporation's principal
divisions, the latter two reporting to the Chairman of the Board and
Chief Executive Officer of the Corporation. Under the direction of the
Chairman of the Board and Chief Executive Officer, each member of the
Office of the Chairman shall collaborate with each other member of the
Office of the Chairman in exercising such powers and performing such
duties as may be assigned to the Office of the Chairman from time to
time by the Board of Directors. In the absence of, or in the event of
the inability or refusal to act of, any of the Chief Executive Officer,
the President or the Executive Vice President, one or more of the other
members of the Office of the Chairman shall perform such of the duties
of the Chief Executive Officer, President or Executive Vice President,
as applicable, as the Board of Directors may determine and when so
acting shall have all the powers of and be subject to all the
restrictions upon such office.
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g. Chief Financial Officer; Treasurer. The Chief
Financial Officer or, in the absence of a Chief Financial Officer, the
Treasurer shall: (i) be the principal financial officer of the
Corporation and have the care and custody of all funds, securities,
evidences of indebtedness and other personal property of the
Corporation and deposit the same in accordance with the instructions of
the Board of Directors; (ii) unless assigned to the Controller, receive
and give receipts and acquittance for moneys paid in on account of the
Corporation, and pay out of the funds on hand all bills, payrolls and
other just debts of the Corporation of whatever nature upon maturity;
(iii) unless there is a Controller, be the principal accounting officer
of the Corporation and as such prescribe and maintain the methods and
systems of accounting to be followed, keep complete books and records
of account, prepare and file all local, state and federal tax returns,
prescribe and maintain an adequate system of internal audit and prepare
and furnish to the Chief Executive Officer and the Board of Directors
statements of account showing the financial position of the Corporation
and the results of its operations; (iv) upon request of the Board, make
such reports to it as may be required at any time; and (v) perform all
other duties incident to such office and such other duties as from time
to time may be assigned to him by the Board of Directors, the Chief
Executive Officer or the Executive Vice President. The Chief Financial
Officer and the Treasurer shall report to the Executive Vice President.
Assistant treasurers, if any, shall have the same powers and duties,
subject to the supervision of the Chief Financial Officer or Treasurer.
If there is no Chief Financial Officer or Treasurer, these duties shall
be performed by the Secretary or the Executive Vice President or other
person appointed by the Board of Directors.
h. Secretary. The Secretary shall: (i) keep the minutes
of the proceedings of the stockholders, the Board of Directors and any
committees of the Board of Directors, which shall at all reasonable
times be open to the examination of any director; (ii) see that all
notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (iii) be custodian of the corporate
records, which shall at all reasonable times be open to the examination
of any director, and of the seal of the Corporation; (iv) keep at the
Corporation's registered office or principal place of business a record
containing the names and addresses of all stockholders and the number
and class of shares held by each, unless such a record shall be kept at
the office of the Corporation's transfer agent or registrar; (v) have
general charge of the stock books of the Corporation, unless the
Corporation has a transfer agent; and (vi) in general, perform all
other duties incident to the office of Secretary, including certifying
the record of proceedings of the meetings of the stockholders or of the
Board of Directors or resolutions adopted at such meetings, signing or
attesting certificates, statements or reports required to be filed with
governmental bodies or officials, signing acknowledgments of
instruments, and performing such other duties as from time to time may
be assigned to the Secretary by the Board of Directors, the Chief
Executive Officer or the Executive Vice President. The Secretary shall
report to the Executive Vice President. Assistant secretaries, if any,
shall have the same duties and powers, subject to supervision by the
Secretary.
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i. Surety Bonds. The Board of Directors may require any
of officer or agent of the Corporation to execute to the Corporation a
bond in such sums and with such sureties as shall be satisfactory to
the Board, conditioned upon the faithful performance of his duties and
for the restoration to the Corporation of all books, papers, vouchers,
money and other property of whatever kind in his possession or under
his control belonging to the Corporation.
Section 3.3 Resignations; Removals.
a. Any officer of the Corporation may resign at any
time, subject to any rights or obligations under any then existing
contracts between such officer and the Corporation, by giving written
notice to the Board of Directors, the Chairman of the Board, any other
member of the Office of the Chairman or the Secretary of the
Corporation. Any such resignation shall take effect at the time
specified therein or, if the time to be not specified therein, then
upon receipt thereof. The acceptance of such resignation shall not be
necessary to make it effective unless otherwise stated therein.
b. The Board of Directors, by a vote of not less than
six of the ten members of the Board of Directors at any meeting
thereof, or by written consent, at any time, may, to the extent
permitted by law, remove with or without cause from office or terminate
the employment of any officer, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
c. Any vacancy in the office of any officer through
death, resignation, removal, disqualification, or other cause may be
filled at any time by the Board of Directors or if such officer was
appointed by the Chief Executive Officer, then by the Chief Executive
Officer.
Section 3.4 Proxies.
Unless otherwise provided in the Certificate of Incorporation or
directed by the Board of Directors, the Chairman of the Board, any
other member of the Office of the Chairman, or their respective
designees, shall have full power and authority on behalf of the
Corporation to attend and to vote upon all matters and resolutions at
any meeting of stockholders of any corporation in which this
Corporation may hold stock, and may exercise on behalf of this
Corporation any and all of the rights and powers incident to the
ownership of such stock at any such meeting, whether regular or
special, and at all adjournments thereof, and shall have power and
authority to execute and deliver proxies and consents on behalf of this
Corporation in connection with the exercise by this Corporation of the
rights and powers incident to the ownership of such stock, with full
power of substitution or revocation.
14
<PAGE>
ARTICLE IV
CAPITAL STOCK
Section 4.1 Stock Certificates.
Each stockholder of the Corporation shall be entitled to a
certificate certifying the class and number of shares represented
thereby and in such form, not inconsistent with the law of the State of
Delaware or the Certificate of Incorporation of the Corporation, as the
Board of Directors may from time to time prescribe.
The certificates of stock shall be signed by the Chairman of the
Board, the President or the Executive Vice President and by the
Secretary or the Chief Financial Officer, and sealed with the seal of
the Corporation. Such seal may be a facsimile, engraved or printed.
Where any certificate is manually signed by a transfer agent or by a
registrar, the signatures of any officers upon such certificate may be
facsimiles, engraved or printed. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed
upon any certificate shall have ceased to be such before the
certificate is issued, it may be issued by the Corporation with the
same effect as if such officer, transfer agent or registrar had not
ceased to be such at the time of its issue.
Section 4.2 Transfer of Shares
a. Shares of the capital stock of the Corporation may be
transferred on the books of the Corporation only by the holder of such
shares or by his duly authorized attorney, upon the surrender to the
Corporation or its transfer agent of the certificate representing such
stock properly endorsed.
b. The per son in whose name shares of stock stand on
the books of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes, and the Corporation shall not be
bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise
provided by the laws of the State of Delaware.
15
<PAGE>
Section 4.3 Fixing Record Date.
In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled
to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by
the Board of Directors, and which record date: (1) in the case of
determination of stockholders entitled to vote at any meeting of
stockholders or adjournment thereof, shall, unless otherwise required
by law, not be more than sixty nor less than ten days before the date
of such meeting; (2) in the case of determination of stockholders
entitled to express consent to corporate action in writing without a
meeting, shall not be more than ten days from the date upon which the
resolution fixing the record date is adopted by the Board of Directors;
and (3) in the case of any other action, shall not be more than sixty
days prior to such other action. If no record date is fixed: (1) the
record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice
is waived, at the close of business on the day next preceding the day
on which the meeting is held; (2) the record date for determining
stockholders entitled to express consent to corporate action in writing
without a meeting, when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is
delivered to the Corporation in accordance with applicable law, or, if
prior action by the Board of Directors is required by law, shall be at
the close of business on the day on which the Board of Directors adopts
the resolution taking such prior action; and (3) the record date for
determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the adjourned meeting.
16
<PAGE>
Section 4.4 Lost Certificates.
The Board of Directors or any transfer agent of the Corporation
may direct a new certificate or certificates representing stock of the
Corporation to be issued in place of any certificate or certificates
theretofore issued by the Corporation, alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate to be lost, stolen, or destroyed.
When authorizing such issue of a new certificate or certificates, the
Board of Directors (or any transfer agent of the Corporation authorized
to do so by a resolution of the Board of Directors) may, in its
discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to give the Corporation a
bond in such sum as the Board of Directors (or any transfer agent so
authorized) shall direct to indemnify the Corporation against any claim
that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen, or destroyed or the
issuance of such new certificates, and such requirement may be general
or confined to specific instances.
Section 4.5 Transfer Agent and Registrar.
The Board of Directors may appoint one or more transfer agents and
one or more registrars and may require all certificates for shares to
bear the manual or facsimile signature or signatures of any of them.
Section 4.6 Regulations.
The Board of Directors shall have power and authority to make all
such rules and regulations as it may deem expedient concerning the
issue, transfer, registration, cancellation and replacement of
certificates representing stock of the Corporation.
17
<PAGE>
ARTICLE V
GENERAL PROVISIONS.
Section 5.1 Offices.
The Corporation shall maintain a registered office in the State
of Delaware as required by law. The Corporation may also have offices
in such other places, either within or without the State of Delaware,
as the Board of Directors may from time to time designate or as the
business of the Corporation may require.
Section 5.2 Corporate Seal.
The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the works "Corporate
Seal" and "Delaware".
Section 5.3 Fiscal Year.
The fiscal year of the Corporation shall be determined by
resolution of the Board of Directors.
Section 5.4 Notices and Waivers Thereof.
Whenever any notice whatever is required by law, the Certificate
of Incorporation, or these Bylaws to be given to any stockholder,
director or officer, such notice, except as otherwise provided by law,
may be given personally, or by mail, or, in the case of directors or
officers, by telegram, cable or facsimile transmission, addressed to
such address as appears on the books of the Corporation. Any notice
given by telegram, cable or facsimile transmission shall be deemed to
have been given when it shall have been transmitted and any notice
given by mail shall be deemed to have been given three business days
after it shall have been deposited in the United States mail with
postage thereon prepaid.
18
<PAGE>
Whenever any notice is required to be given by law, the
Certificate of Incorporation, or these Bylaws, a written waiver
thereof, signed by the person entitled to such notice, whether before
or after the meeting or the time stated therein, shall be deemed
equivalent in all respects to such notice to the full extent permitted
by law.
Section 5.5 Amendments.
In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors, by action
taken by the affirmative vote of not less than seven of the ten members
of the Board of Directors then in office, is hereby expressly
authorized and empowered to adopt, amend or repeal any provision of the
Bylaws of this Corporation.
Subject to the rights of the holders of any class or series of
preferred stock, these Bylaws may be adopted, amended or repealed by
the affirmative vote of the holders of not less than 66 % of the total
voting power of the then outstanding capital stock of the Corporation
entitled to vote thereon; provided, however, that this paragraph shall
not apply to, and no vote of the stockholders of the Corporation shall
be required to authorize, the adoption, amendment or repeal of any
provision of the Bylaws by the Board of Directors in accordance with
the preceding paragraph.
19
<PAGE>
Exhibit 12
TV GUIDE, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(amounts in thousands, except for ratios)
(unaudited)
Year Ended December 31
----------------------------------------
1998 1997 1996 1995 1994
----------------------------------------
Earnings Available
for Fixed Charges:
Income before
income taxes
and minority
interest $123,973 $89,434 $56,904 $37,932 $26,292
Interest and
expense on
indebtedness 1,629 2,122 2,024 2,003 2,155
One-third of
rental expense,
net of sub-
leasing income
for operating
leases 3,567 3,200 2,867 2,433 2,400
-------- ------- ------- ------- -------
$129,169 $94,756 $61,795 $42,368 $30,847
======== ======= ======= ======= =======
Fixed Charges:
Interest and
expense on
indebtedness 1,629 2,122 2,024 2,003 2,155
One-third of
rental expense,
net of sub-
leasing income,
for operating
leases 3,567 3,200 2,867 2,433 2,400
-------- ------- ------- ------- -------
$ 5,196 $ 5,322 $ 4,891 $ 4,436 $ 4,555
======== ======= ======= ======= =======
Ratio of earnings
to fixed charges 24.86 17.80 12.63 9.55 6.77
===== ===== ===== ==== ====
Exhibit 21.1
LIST OF SUBSIDIARIES OF THE REGISTRANT
STATE OF
NAME INCORPORATION
---- -------------
UVTV, Inc. Delaware
UVTV-A, Inc. Delaware
UVTV-X, Inc. Delaware
UV Corp. Delaware
TV Guide Enterprise Solutions, Inc. Delaware
SNTV Holdings, Inc. Delaware
Superstar/Netlink Group, L.L.C. Delaware
TV Guide Entertainment Group, Inc. Delaware
TV Guide Networks, Inc. Delaware
TV Guide International, Inc. Delaware
Sneak Holdings, Inc. Delaware
Sneak Prevue, L.L.C. Oklahoma
TV Guide Interactive, Inc. Delaware
Prevue Ventures, Inc. Delaware
TV Guide Affiliate Sales, Inc. Delaware
SpaceCom Systems, Inc. Delaware
DirectCom Networks, Inc. Delaware
TV Guide Technology Ventures, Inc. Delaware
UV Interactive, Inc. Delaware
UV Acquisition Subsidiary, Inc. Delaware
EuroMedia Group, Inc. Delaware
United Video Properties, Inc. Delaware
UVSG Companies, LP Oklahoma
ODS Technologies, LP Delaware
SSDS, Inc. Colorado
Knowledge Workers NA, Inc. Colorado
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
TV Guide, 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
TV Guide, Inc. (formerly United Video Satellite Group, Inc.) of (a) our
report dated February 5, 1999, except for Note 16 as to which the date
is March 1, 1999, relating to the consolidated balance sheets of TV
Guide, Inc. as of December 31, 1998 and 1997, and the related
consolidated statements of income, changes in stockholders' equity and
cash flows for the years then ended, and the related financial
statement schedule, and (b) our report dated March 1, 1999 relating to
the supplemental consolidated balance sheets of TV Guide, Inc. as of
December 31, 1998 and 1997, and the related supplemental consolidated
statements of income, changes in stockholders' equity and cash flows
for the years then ended, which reports are included in the December 31,
1998 Annual Report on Form 10-K of TV Guide, Inc.
The supplemental consolidated financial statements referred to
above will become the historical consolidated financial statements of
TV Guide, Inc. after financial statements covering the date of the
Liberty Transaction (as defined in Note 2 to the supplemental
consolidated financial statements) are issued.
KPMG LLP
Tulsa, Oklahoma
March 31, 1999
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 of TV Guide, Inc. (formerly United Video Satellite Group,
Inc.) and our report dated February 10, 1997 (except for the Liberty
Transaction described in Note 2, as to which the date is March 29, 1999),
with respect to the supplemental consolidated financial statements of
TV Guide, Inc. (formerly United Video Satellite Group, Inc.) each
included in the Annual Report (Form 10-K) for the year ended
December 31, 1998, 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 31, 1999
1
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
TV Guide, 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
TV Guide, Inc. (formerly United Video Satellite Group, Inc.) of (a) our
report relating to the Netlink Wholesale Division combined statements
of operations and combined equity and cash flows for the year ended
December 31, 1996, and (b) our report relating to the Netlink USA,
Retail Division statements of operations and accumulated deficit and
cash flows for the period from January 25, 1996 to March 31, 1996,
which reports are included in the December 31, 1998 Annual Report on
Form 10-K of TV Guide, Inc.
KPMG LLP
Denver, Colorado
March 31, 1999
1
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<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, 1998 OF TV GUIDE,
INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000913061
<NAME> TV GUIDE, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 155,516
<SECURITIES> 5,804
<RECEIVABLES> 61,979
<ALLOWANCES> 2,699
<INVENTORY> 0
<CURRENT-ASSETS> 228,021
<PP&E> 126,345
<DEPRECIATION> 81,166
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<BONDS> 0
0
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<COMMON> 726
<OTHER-SE> 201,696
<TOTAL-LIABILITY-AND-EQUITY> 403,782
<SALES> 0
<TOTAL-REVENUES> 598,420
<CGS> 0
<TOTAL-COSTS> 350,086
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<INCOME-PRETAX> 123,973
<INCOME-TAX> 37,507
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