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, 1999
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 $2,005,436,576 as of March 20, 2000.
Number of shares outstanding of each of the registrant's classes of
common stock as of March 20, 2000:
TITLE OF CLASS NUMBER OF SHARES
Class A Common Stock $.01 Par Value 154,716,168
Class B Common Stock $.01 Par Value 149,986,352
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PART I
ITEM 1. BUSINESS
TV Guide, Inc. is an international 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 "TV Guide" refer to
the business of TV Guide, Inc. and its consolidated subsidiaries.
Liberty Media Corporation ("Liberty Media") and The News
Corporation Limited ("News Corp.") each directly or indirectly own
approximately 44% of the issued and outstanding common stock of TV
Guide representing approximately 98% (approximately 49% each) of the
total voting power of TV Guide common stock.
Liberty Media holds interests in a broad range of video
programming, communications, technology and Internet businesses in the
United States, Europe, South America and Asia. Liberty Media is a
subsidiary of AT&T Corp. ("AT&T") and is part of the Liberty Media
Group, which is represented by separate tracking stocks of AT&T.
News Corp. has global operations in the United States, Canada, the
United Kingdom, Australia, Latin America and the Pacific Basin that
include the production and distribution of motion pictures and
television programming; television, satellite and cable broadcasting;
the publication of newspapers, magazines and books; the production and
distribution of promotional and advertising products and services; the
development of digital broadcasting; the development of conditional
access and subscriber management systems; and the creation and
distribution of popular on-line programming.
Under a stockholders agreement, Liberty Media 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 TV Guide Class B Common Stock owned by such
stockholder or group (rounded), and the other parties to such agreement
will vote their shares of common stock in favor of the election of such
designees as director. Based on their relative share ownership, each of
Liberty Media and News Corp. are currently entitled to designate four
members of the Board of Directors. The eight members so designated
appoint two persons who are independent directors within the meaning of
the rules of the Nasdaq Stock Market.
On March 1, 1999, TV Guide acquired from Liberty Media the stock
of three of its subsidiaries that indirectly owned approximately 40% of
Superstar/Netlink Group LLC ("SNG")(bringing TV Guide's ownership
interest in SNG to approximately 80%) and Liberty Media'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 Media received
25,500,000 shares of TV Guide Class B Common Stock as consideration
bringing its ownership interest to its current level.
Immediately after closing the Liberty Transaction, TV Guide
acquired from a subsidiary of News Corp., the stock of certain
corporations (the "TV Guide Transaction") which publish TV Guide
magazine and other printed television program 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 45,006,824 shares of TV Guide Class A Common Stock,
74,993,176 shares of TV Guide Class B Common Stock and $800 million in
cash as consideration. In addition, the subsidiary of News Corp.
acquired 13,068,216 additional shares of TV Guide Class A Common Stock
for approximately $131 million. The $800 million cash consideration
portion of the TV Guide Transaction was funded from 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,
$131 million in net proceeds from the sale of stock to News Corp. and
existing cash balances. The TV Guide Transaction brought News Corp.'s
ownership interest to its current level.
Pending Gemstar Merger Transaction
On March 17, 2000, the stockholders of TV Guide and Gemstar
International Group Limited ("Gemstar") voted to approve and adopt the
Agreement and Plan of Merger, dated as of October 4, 1999, as amended,
among Gemstar, G Acquisition Subsidiary Corp., a wholly owned
subsidiary of Gemstar, and TV Guide. Adoption of the merger agreement
constituted approval of the merger and the other transactions
contemplated by the merger agreement. In the merger, TV Guide will
become a wholly owned subsidiary of Gemstar, and TV Guide stockholders
will receive 0.6573 of a share of Gemstar common stock for each share
of TV Guide common stock outstanding at the time of the merger. TV
Guide stockholders will own approximately 49.2% and Gemstar
stockholders will own approximately 50.8% of the outstanding Gemstar
common stock after the merger, based on the number of shares of TV
Guide common stock and Gemstar common stock outstanding on January 25,
2000. On a fully diluted basis (assuming the exercise of all vested
and unvested options), TV Guide stockholders will own approximately
44.6% and Gemstar stockholders will own approximately 55.4% of the
combined company's common stock after the merger, based on the number
of shares of TV Guide common stock and Gemstar common stock and options
to purchase such shares (both vested and unvested) outstanding on
January 25, 2000. Completion of the merger transaction is subject to
regulatory approval.
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Organization
TV Guide is organized into three operating groups: TV Guide
Magazine Group; TV Guide Entertainment Group; and United Video Group.
See Note 14 of Notes to Consolidated Financial Statements for
information regarding operating segments.
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 200 separate editions, it had circulation
of approximately 10.8 million as of December 31, 1999. In addition,
the TV Guide Magazine Group provides customized monthly program guides
for cable and satellite operators.
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, offered through its TV
Guide Networks subsidiary, and Sneak Prevue, offered through Sneak
Prevue LLC, a joint venture owned 72% by TV Guide. Through its TV
Guide Interactive subsidiary, the Company offers 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 operates 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 SNG, a consolidated joint
venture owned approximately 80% by TV Guide's Superstar Satellite
Entertainment division, TV Guide markets satellite entertainment
programming to C-band direct-to-home satellite dish owners in the
United States. TV Guide's UVTV subsidiary 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", and
six Denver-based television channels - collectively known as the Denver
6. In addition, UVTV offers programming packages to satellite master
antenna television systems. Through ODS Technologies, L.P., TV Guide
produces, markets and distributes TVG Network, a network focused on the
horse racing industry. Through SSDS, Inc., TV Guide provides software
development and systems integration services to large organizations
with complex computer needs. TV Guide owns approximately 71% of SSDS.
On February 28, 2000, SSDS entered into an agreement to sell its
client/server and web-based networks integration services division.
SSDS intends to focus its remaining resources on its 78% owned
subsidiary, Knowledge Workers, Inc. ("KWI"), to develop further KWI's
information technology professional recruiting and retention services.
TV Guide'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.
The principal executive offices of TV Guide 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, 1999, TV Guide magazine had a circulation of approximately 10.8
million copies which, according to MediaMark Research, Inc. reach over
33 million readers each week. The Company publishes over 200 separate
digest and ultimate size editions of its magazine weekly, including
geographic and cable specific editions. The Company also publishes
monthly The Cable Guide, which has approximately 3.3 million
subscribers. A new monthly magazine, Celebrity Dish, was launched in
late 1999 with a circulation of approximately 225,000. In addition,
the Company's custom publishing unit produces a monthly pay-per-view
guide for more than 300 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 special
sections for events such as the Olympics and the start of the NFL and
the NASCAR seasons.
TV Guide 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. Such declines could
be significant and 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. TV Guide magazine had a circulation of
10.8 million at December 31, 1999, compared to 11.8 million and 13.0
million at December 31, 1998 and 1997, respectively.
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In the year ended December 31, 1999, TV Guide magazine carried
3,133 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,
comprised approximately 34% of such pages. Network and cable tune-in
advertising, traditionally included in the listings section, comprised
45% of total advertising pages; and insert advertising represented
approximately 21% of such pages. TV Guide magazine sells advertising
principally through an internal advertising sales force, TV Guide Media
Sales, which sells advertising on all of the Company's products.
Advertisers may purchase pages on either a national or regional basis
in accordance with their needs.
Printed TV Guide magazine products are outsourced to seven
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, followed by a gradual decline during 1999. Although the Company
continues to use News Corp.'s bulk paper procurement services, 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.
TV Guide Distribution, Inc. ("TVGDI"), a wholly owned subsidiary,
provides newsstand distribution for TV Guide magazine as well as for
other magazines. As a distributor, TVGDI 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 TVGDI'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 online programming
guides, including those offered by the Company and Gemstar. 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.
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TV Guide Entertainment Group
On-screen Program Promotion and Guide Services
TV Guide Channel and Sneak Prevue
TV Guide Channel
The TV Guide Channel offers programming distributors continuously
updated on-screen video and text information, which promotes the
distributors' programs and provides program schedule information to its
subscribers. TV Guide Channel generated prime time Nielsen ratings of
0.5 during the fourth quarter of 1999, exceeding Neilsen ratings
received by other well-known information networks, such as 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. Viewers do not need
special equipment (converters or sidecars) to receive the channel. TV
Guide Channel is an information source for all of the system's channel
offerings. Hourly programming segments offer content including
entertainment information, family programming, music news, sports
segments and weather updates. 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 contains 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 cable system's 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 movies and events. The Company focuses, through TV Guide
Media Sales, 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.
TV Guide Media Sales maintains offices in New York, Los Angeles,
Chicago and Detroit to better pursue potential advertising sales.
Sneak Prevue
Sneak Prevue is the most widely used analog pay-per-view "barker"
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; other electronic,
interactive and on-line programming guides; and the Company's own
printed program listings guide services. 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 analog 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
not been significant 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.
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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 and allows simple
impulse pay-per-view buying. 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's interactive program guide is in the early stages of
deployment. To date only a limited number of cable systems have been
upgraded to digital. These digital upgrades are expensive and time-
consuming and whether the cable operators ultimately choose to upgrade
their cable systems to digital is outside the Company's control.
Development of enhancements to the interactive program guide 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 of new models of set-top converters
that are capable of using more advanced interactive software and
technology, (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 its interactive technology in a viable manner and
(iii) the acceptance of interactive technology in the market.
With subsequent generations of 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 available.
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Competition
TV Guide Interactive faces 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,
and its subsidiary, StarSight Telecast, Inc. ("StarSight"), 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, some manufacturers of cable television
set-top boxes provide their own "native" 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. On October 4,
1999, the Company and Gemstar announced that they had entered into a
definitive merger agreement under which TV Guide will become a wholly
owned subsidiary of Gemstar, subject to regulatory approval. The
stockholders of the Company and Gemstar approved the merger on March
17, 2000. The Company expects that the litigation with Gemstar and its
affiliates will be dismissed in connection with the closing of the
transaction with Gemstar. Were that transaction not to close and 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. If the transaction with Gemstar does not close, the
Company has the right to obtain a license at the Company's option to
certain Gemstar patents under defined terms and conditions and for
defined uses. There can be no assurance that the Company will elect to
take the license or that, if taken, the license will resolve all patent
disputes that may arise with Gemstar. In addition, there can be no
assurance that if the Company elects not to take the license, or there
is a dispute that is not resolved by the license, that the Company will
be able to redesign its services to avoid infringement. 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 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. The site offers zip code-driven local cable
channel lineups and listings and includes extensive search
capabilities. In addition, TV Guide Online publishes TV Guide magazine
content on its website. TV Guide Online had over 47 million page views
in December 1999.
Competition
TV Guide Online is likely to face increasing competition from
other internet-based television program listings, given the relatively
low barrier to entering the market. In addition, many cable operators
currently offer programming information on their own websites.
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United Video Group
Superstar
Superstar's operations primarily include providing direct-to-home
programming satellite services through SNG. Superstar also provides
certain call center and subscription management system services through
TV Guide Enterprise Solutions.
Direct-to-Home Satellite Programming Services--SNG
The Company owns approximately 80% of SNG (as a result of its
purchase of Liberty Media's 40% of SNG through the Liberty
Transaction). SNG markets satellite entertainment programming to C-
band home satellite dish owners in the United States in subscription
periods of one, three, six or twelve months. In addition, effective
November 2, 1999, SNG began promoting and soliciting orders for direct
broadcast satellite entertainment programming on behalf of Echostar
Satellite Corporation ("Echostar").
SNG solicits C-band subscribers via advertising in industry
publications, direct mail campaigns and outbound call center campaigns.
SNG also markets its C-band satellite services through satellite
equipment dealers by offering commissions to the dealers. In general,
once a subscriber has ordered the service, SNG causes an authorization
code to be transmitted to the customer's descrambler via satellite
authorizing the customer's programming.
On November 2, 1999, SNG signed an agreement with Echostar whereby
SNG promotes and solicits orders for Echostar's direct broadcast
subscription service, the Dish Network. In exchange, SNG receives an
initial commission for each current or past SNG subscriber who
subscribes to the Dish Network and will receive a monthly residual
commission over the life of the agreement, which expires on December
31, 2005. SNG will use various means of promoting the Dish Network to
its current, past and future subscribers, including direct mail,
industry publications and on-air advertising.
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. In addition, the C-band home satellite dish market faces
competition from cable television as well as direct broadcast satellite
services. 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. SNG's agreement
with Echostar allows the Company to capitalize on the natural migration
of C-band subscribers to direct broadcast satellite while continuing to
be the largest provider of C-band satellite programming services.
During the year ended December 31, 1999, the number of C-band
subscribers in the industry decreased 14% to approximately 1.6 million
subscribers. The Company expects the decline in the C-band industry to
continue and this decline could accelerate significantly with the
increasing popularity of direct broadcast satellite services and
continued expansion of cable systems.
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Satellite Distribution of Video Entertainment Services
UVTV
UVTV markets and distributes superstations WGN (Chicago), WPIX
(New York) and KTLA (Los Angeles), three of the five independent
satellite-delivered television superstations, to cable systems and
direct-to-home subscribers, including C-band and direct broadcast
satellite. 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
(SMATV) systems serving hotels and multi-unit dwellings.
Superstations
WGN is currently the country's largest superstation in terms of
subscribers. Its programming consistently ranks among the most popular
satellite-delivered programming carried by cable television systems,
with A.C. Nielsen reports showing that approximately 40.6% of all
households receiving WGN watched it at least once a week during the
fourth quarter of 1999. WPIX and KTLA are regional superstations
distributed to the C-band, cable and direct broadcast satellite
industries. WPIX and KTLA sales to direct broadcast satellite will
likely cease during 2000 due to recent legislation regarding program
exclusivity. This legislation renders the business economically
infeasible due to the cost associated with establishing the capability
to monitor and blackout selected programming.
Sales of the superstations are dependent upon subscriber growth
and/or channel capacity within existing cable systems. UVTV faces
direct competition for distribution from over 150 cable network
suppliers and competes indirectly with all cable programming providers
for limited channel capacity. 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.
These and other factors can influence a cable television system's
decision to select a superstation such as WGN for distribution.
The Company believes there are a number of entry barriers to the
superstation markets thereby reducing the threat of competition. 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 consent from the broadcast
station they intend to retransmit but "grandfathers" those superstation
signals that were on satellite prior to May 1, 1991. These provisions
create a barrier to the emergence of new superstation competitors due
to the difficulty of potential distributors obtaining retransmission
consent at an economically feasible price. Moreover, the Company
believes that its relationship with its superstations and cable
television providers make it more difficult for potential
retransmitters of WGN, KTLA and WPIX to enter the market.
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Denver 6 Service
The Company currently 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. The Company plans to
discontinue delivery of KRMA at the end of the first quarter, 2000. As
of December 31, 1999, one or more of the Denver 6 channels were
supplied to over 650 cable systems and over 250,000 C-band households
in the United States and Canada.
The Denver 6 service competes with other providers of programming
to the cable television and C-band markets including PrimeTime 24,
which retransmits other network affiliate channels from the east coast.
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.
However, the Satellite Home Viewer Improvement Act of 1999 requires
that, effective May 29, 2000, retransmission consent must be obtained
for a local network to be satellite delivered back into its own
licensed market. Therefore, UVTV will be required to obtain consent
from the Denver stations to continue to serve households in the Denver
market.
Satellite Master Antenna Television Systems--SMATV
The Company also sells programming packages to SMATV systems,
private cable television systems serving hotels and multi-unit
dwellings. As of December 31, 1999, the Company provided programming to
approximately 2,710 SMATV systems.
ODS Technologies, L.P.
ODS Technologies, L.P. produces, markets and distributes TVG
Network, a sports entertainment cable network focused on horse racing
with patented, proprietary interactive applications utilizing
telephone, on-line virtual private network and digital set-top software
developed or in development by the Company. The TVG Network has
entered into exclusive and nonexclusive agreements with thirty-seven
race tracks to deliver race content to the home and accept wagering
from the home. The TVG Network is produced out of facilities in Santa
Monica, California and is presently distributed by cable and direct-to-
home satellite platforms to approximately 4.5 million households.
Subscribers obtain access to the interactive applications by
contacting a TVG Network subscriber management call center and
providing information used to verify the individual's identity, age,
state of residence and other required information. A secured account
is opened once confirmations are received and deposited funds are
cleared. The National Thoroughbred Racing Association processes all
subscriber wagering activity, including the acceptance and confirmation
of wagering from interactive applications, independent of TVG Network
operations through an operating hub in the state of Oregon, as
authorized by Oregon Multi-jurisdictional Simulcasting and Interactive
Wagering Totalizator Hub regulations and under the authority of the
Oregon Racing Commission. Accounts are currently accepted from
Kentucky, Maryland and Oregon only. With increased distribution and
expansion of the markets from which accounts are accepted, TVG Network
believes that increased fee revenue, network advertising, merchandising
and data delivery, home shopping, e-commerce and interactive
advertising opportunities may become available.
Strategies associated with access to additional states are in the
early stages of deployment. Further market access will depend on a
number of factors, including (i) state and Federal legislation and
regulations related to Internet gaming and pari-mutuel wagering and
(ii) the level of support or resistance received from current pari-
mutuel industry participants. Certain existing industry participants
have developed and launched networks and/or interactive wagering which
may or may not be within the scope of TVG Network contracts or patent
technology. TVG Network may face increased competition and may not
achieve a profitable level of operations in the foreseeable future.
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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. SSDS' 78% owned subsidiary, Knowledge
Workers, Inc., provides information technology recruiting and retention
services.
On February 28, 2000, SSDS entered into an agreement to sell its
client/server and web-based network integration services division to
BTG, Inc. SSDS expects that the sale will close in April 2000. SSDS
intends to focus its remaining resources on the development of KWI's
information technology recruiting and retention services.
Satellite Transmission Services for Private Networks--SpaceCom
SpaceCom provides point-to-multipoint satellite distribution of
content for various industries throughout North America, including
radio programmers, paging network operators, financial information
providers, news services and other private business networks.
SpaceCom leases two C-band and two Ku-band satellite transponders,
which distribute content uplinked from its teleport facility. The
customer's content is uplinked using FM Squared or FM Cubed technology
and is received at the customer's or their subscribers' multiple
locations.
Most of SpaceCom's revenue is derived from the FM Cubed service.
In 1999, SpaceCom launched an additional FM Cubed carrier on a separate
satellite without acquiring additional transponder space. The second FM
Cubed service has increased demand from the paging industry for the
technology as a result of providing satellite redundancy.
SpaceCom markets "turn-key" one-way 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 1999 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 $11.5 million, $7.9 million and $7.5
million in 1999, 1998 and 1997, respectively.
Regulation
The satellite transmission, cable and telecommunications
industries are subject to federal regulatory conditions, including
Federal Communications Commission ("FCC") licensing and other
requirements. The industries are also often subject to extensive
regulation by local and state authorities. While most cable and
telecommunication industry regulations do not apply directly to the
Company, they affect programming distributors, the primary customer for
the Company's products and services. In the past, uncertainty about
proposed or even rumored regulatory changes has occasionally caused the
Company's programming distributor customers to postpone purchasing
decisions and actions. The Company monitors pending legislation to
ascertain relevance, analyze impact and develop strategic direction
surrounding regulatory trends and developments within the industry.
Copyright Matters. Under the "cable compulsory license"
provisions of the Copyright Act of 1976 (the "Copyright Act"),
programming distributors are required to pay copyright fees that arise
from their reception and distribution of satellite-transmitted
television broadcasts such as WGN and other superstations. These
provisions also grant an exemption which allows the Company to transmit
and market its superstations without agreements with, or copyright
payments to, the broadcast station or the program owners. The cable
television systems that carry the superstation broadcasts are
responsible for paying copyright fees to the United States Copyright
Office, a federal copyright fee collection agency. Legislation has
been recommended from time to time to repeal the cable compulsory
license provision, although no such legislation has been passed by
Congress. Similar legislation may be discussed and possibly introduced
in the near future to consider "reform" of the cable compulsory
license, and if adopted, such legislation could hinder or prevent the
Company from marketing superstation services such as WGN. Two copyright
owner groups, "Joint Sports Claimants" and "Program Suppliers" have
recently petitioned the Copyright Office to institute a proceeding to
adjust the royalty rates and gross receipts limitations that are used
to calculate cable systems' copyright payments under the cable
compulsory license (the "Adjustment Proceeding"). On February 28, 2000,
the Copyright Office issued a notice requesting comments and announcing
a negotiation period. Under the rules of the Copyright Office,
interested parties must file a notice if they wish to participate in
the negotiation or the Adjustment Proceeding. The deadline for such
filings is April 6, 2000. The 30 day negotiation period closes May 10,
2000. If the parties filing notices do not reach a compromise in that
timeframe, the Copyright Office will issue a scheduling order for a
panel of arbitrators to convene and consider adjustments to the cable
royalty rates. Upward adjustments in the royalty rates could hinder or
prevent the Company from marketing superstation services such as WGN.
The Copyright Act and U.S. Copyright Office regulations generally
impose a significantly higher copyright fee on cable television systems
in certain markets for carrying more than two distant independent
television stations. This copyright fee structure limits the extent to
which cable television systems are able to carry superstations. The
Adjustment Proceeding may impact the copyright fee structure.
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Satellite Home Viewer Act of 1988. The Satellite Home Viewer Act
of 1988 ("SHVA") provides for a "home satellite dish compulsory
copyright license" for the retransmission of network and superstation
signals and programming to the home satellite dish market. Under the
terms of SHVA, satellite carriers, such as the Company's UVTV division,
are responsible for paying copyright fees to the U. S. Copyright
Office, which acts as a federal copyright fee collection agency for the
sale of superstation signals to home satellite dish owners. On October
27, 1997, the Librarian of Congress ("Librarian") finalized his
decision to accept the Copyright Arbitration Rate Panel's ("CARP")
recommendation that copyright fees for direct-to-home satellite
carriage of superstations and distant network television broadcast
signals be raised to $0.27 per subscriber, per month. The CARP also
recommended that these increases be retroactive to July 1, 1997;
however, the Librarian ruled to effect the change January 1, 1998.
Superstation copyright fees previously ranged from $0.14 to $0.175 per
subscriber, per month while network affiliate fees approximated $0.06
per subscriber, per month. Several programming packagers of home
satellite services, such as the Company's SNG subsidiary and
distributors of programming to C-band direct-to-home programming
packagers, such as UVTV, thereafter announced price increases to cover
the increase in the copyright fee. Effective January 1, 1998, SNG
increased the rates charged to its retail customers to cover the
increased copyright fees, limiting its exposure to the remaining
subscription period for those customers who purchased programming in
advance for more than one month. In addition, on that same date, UVTV
increased the rates charged to its wholesale C-band customers.
Therefore, the copyright fee increases did not have a material adverse
effect on the Company's financial position or results of operations.
The Satellite Home Viewer Act of 1994 extended the home satellite dish
compulsory license, which had been scheduled to expire on December 31,
1994, through the end of 1999.
Satellite Home Viewer Improvement Act of 1999. The Satellite Home
Viewer Improvement Act of 1999 ("SHVIA") was signed into law November
29, 1999, as part of an appropriations bill. SHVIA extends the SHVA
compulsory copyright license for superstations and distant network
stations for an additional five years, until December 31, 2004. SHVIA
also reduced the associated license fees for superstations to $0.189
per subscriber, per month and for distant network stations to $0.1485
per subscriber, per month, retroactive to July 1, 1999. SHVIA requires
the FCC to conduct a number of rulemakings that may ultimately subject
superstations and distant network stations delivered by satellite
directly to dish owners to new program exclusivity rules (similar to
those imposed on these types of signals distributed by cable operators
and other wireline programming distributors), including syndicated
exclusivity, network non-duplication and sports blackout rules. The
impact of these rules on the distribution of signals by UVTV and SNG
cannot be determined until the rules are promulgated, but any such
rules may restrict and negatively impact the distribution of
superstations and distant network stations by satellite.
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SHVA prohibited the retransmission by a satellite carrier of a
television broadcast signal of a network television station to
households that receive a Grade B intensity over-the-air signal of a
television broadcast station affiliated with such network and to
households that receive (or within the past 90 days had received)
through a cable system the signal of a television station affiliated
with such network. SHVIA retains the Grade B eligibility standard for
distant network stations, but eliminates the 90-day waiting period and
directs the FCC to review the signal strength measurement and
subscriber eligibility standards in a rulemaking and report to
Congress. SHVIA also provides a copyright liability moratorium for all
satellite carriers distributing distant network signals to existing (as
of October 31, 1999) and recently terminated (after July 11, 1998)
subscribers who are within Grade B contours of local network
affiliates. Moreover, the entire C-band industry (including UVTV's
Denver 6 service as a satellite carrier and SNG as a programming
distributor) is exempt from all restrictions on delivering distant
network signals to subscribers who received C-band service distant
network signals before October 31, 1999. SHVIA also impacts the C-band
and direct broadcast satellite industry generally with rulemakings,
exemptions and added regulatory requirements, the combined effect of
which may restrict and make uneconomic the uplinking and distribution
of distant network stations and superstations to dish owners. While
SNG is not a satellite carrier, certain programming sold by SNG, such
as Denver 6 and PrimeTime 24, is subject to these rules. The Company's
Denver 6 service, as a satellite carrier, is subject to the new
provisions in SHVIA.
The broadcast networks and their affiliates commenced infringement
actions against certain satellite carriers for violation of the network
service restrictions. Negotiations between certain satellite carriers,
the National Association of Broadcasters, certain network-affiliated
television stations and their respective affiliate associations
resulted in an agreement that restricted distribution of distant
network signals through the adoption of a "red zone/green zone"
plan which limited the Company's Denver 6 service, and SNG's ability to
sell network television station signals into certain markets. With the
passage of SHVIA, the Company had the option of discontinuing the "red
zone/green zone" agreement and utilizing the exemption for C-band
subscribers to continue distributing distant network signals. The
Company elected to discontinue the "red zone/green zone" agreement. The
broadcasters have, however, objected to such termination and have
asserted claims for liquidated damages and other damages as a result of
the Company's determination not to terminate Denver 6 distant network
signal subscribers during the time period from September 1999 through
and after the passage of SHVIA up to the notice of termination.
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"Local-Into-Local". SHVIA provides satellite carriers a new
compulsory copyright license, which is permanent and royalty-free, for
the delivery of local network stations into local markets (defined as
the station's DMA and county of license). This license is available
for service to commercial establishments and applies to Mexican and
Canadian broadcast signals. Satellite carriers will have to obtain
retransmission consent (after a six-month grace period ending May,
2000) and comply with must carry rules that are to be promulgated by
the FCC effective January 1, 2002. The Company has no plans to
distribute local signals in the C-band markets. Direct broadcast
satellite carriers expect to serve the larger television markets only
(currently Top 10 markets; expected Top 50). Unless and until a rural
loan guarantee program becomes law (deleted from SHVIA before passage
in late 1999, but reintroduced and reported favorably out of various
committees in early 2000), it is not certain that local signals will be
distributed in the smaller and rural television markets. The
distribution of local signals will enhance direct broadcast carriers'
ability to compete with cable and may enhance, subject to the
limitations above, the distribution of superstations to direct
broadcast satellite subscribers. The availability of local signals to
direct broadcast satellite, without corresponding local signals for C-
band, may contribute to the ongoing decline of C-band subscribers.
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. 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 SNG to home satellite dish programming
packagers.
Telecommunications Act of 1996. In February 1996, Congress
enacted the Telecommunications Act of 1996, which provides for
substantial deregulation of both the cable and telephone industries,
allowing each to compete with the other in local market areas and also
enables electric utilities to enter the telecommunications 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.
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Patents and Trademarks
The Company and its subsidiaries and affiliated companies have 32
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. Two patents expiring in 2015 concern various
aspects of ODS's interactive wagering technology. The remaining 26
patents relate to certain electronic television program guide
technologies. The Company, through its subsidiaries and affiliated
companies, also has 120 pending non-provisional U.S. patent
applications and 46 unexpired provisional U.S. patent applications
relating to certain interactive wagering and electronic television
program guide technologies. Of the 120 pending non-provisional
applications, 3 claim priority to 4 of the unexpired provisional
applications. 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 as well as other companies and
individuals 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, StarSight and SuperGuide
Corporation, relating to certain functions performed by interactive
program guide services. See "--TV Guide Entertainment Group;
On-Screen Program Promotion and Guide Services; TV Guide Interactive;
Competition" and "--Legal Proceedings".
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Patents of third parties may have an important bearing on the
Company's ability to offer certain of its products and services. 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, 1999, the Company had approximately 3,300
employees, including approximately 450 employees leased from Turner
Vision. 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 17 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. Four
of the Company's transponder leases expired in February 2000. The
remaining transponder leases are expected to expire between 2000 and
2005.
The Company leases an aggregate of approximately 500,000 square
feet of office space in 22 locations throughout the United States under
leases with remaining terms of up to eight years.
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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 the 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 arguments,
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 did not issue a decision on that motion. On February 19,
1999, the 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
for settlement conference purposes prior to the Court entering
additional findings of fact and conclusions of law with respect to the
remaining issues tried. On October 4, 1999, the Company and Gemstar
announced that they had entered into a definitive merger agreement
under which the Company will become a wholly owned subsidiary of
Gemstar. The transaction was approved by the stockholders of both
companies on March 17, 2000, but has not closed pending regulatory
approvals. The Company expects that the litigation with Gemstar and
its affiliates will be dismissed in connection with the closing of the
transaction with Gemstar. In the meantime, this litigation has been
administratively terminated pursuant to an order entered by the Court
on November 24, 1999. If the transaction with Gemstar does not close,
the parties may reopen the proceedings upon a showing of good cause.
The parties are required to advise the Court as to the need to maintain
the administrative closure by August 24, 2000. If the transaction with
Gemstar does not close, there could be no assurance that this
litigation will 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.
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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 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, Tele-
Communications, Inc. ("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. On
April 26, 1999, the JPML denied the motion to transfer the action
pending in the Northern District of Oklahoma to another district court
for pretrial proceedings. The JPML also ordered that the cases against
the manufacturers of cable set-top boxes be transferred to the Northern
District of Georgia for pretrial proceedings. On March 22, 1999, the
transferred case in the Northern District of Oklahoma was referred to a
Magistrate Judge for settlement conference purposes. As discussed
above, the Company expects that this litigation will be dismissed in
connection with the closing of the merger transaction with Gemstar. In
the meantime, this litigation has been administratively terminated
pursuant to an order entered by the Court on March 9, 2000. If the
transaction with Gemstar does not close, the parties may reopen the
proceedings upon a showing of good cause. The parties are required to
advise the Court as to the need to maintain the administrative closure
by August 24, 2000. If the transaction with Gemstar does not close,
there could be no assurance that this litigation will 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.
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The State of Illinois (the "State") has asserted that certain
uplinking services performed by the Company at its Chicago teleport are
subject to the State's Telecommunications Excise Tax Act. The State
contends that the Company should have collected approximately $1.5
million in excise taxes from its customers during the period August
1985 through June 1994 and remitted such receipts to the State. In
addition to that amount, 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. The Company has
provided a reserve of $275,000 for certain matters associated with the
State's claim. No provision has been made in the Company's financial
statements for the remainder of the State's claim and the Company has
not collected from its customers or 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. On March 13, 2000,
the Company was awarded complete summary judgment in its favor. The
State has indicated that it plans to appeal the judgment to the
Illinois Appellate Court. While the Company believes that this matter
will not have a material adverse effect on its business, financial
position or results of operations, a complete reversal of the summary
judgment could result in a loss of up to $4.4 million.
By letter dated March 20, 2000 and in other correspondence and
discussions, the broadcast networks and their affiliates have made a
demand for damages against the Company for alleged violations of the
network service restrictions in the "red zone/green zone" plan which
limited the Company's Denver 6 service, and SNG's ability to sell those
network television station signals into certain markets. With the
passage of SHVIA, the Company exercised the option of discontinuing the
"red zone/green zone" agreement and utilizing the exemption for C-band
subscribers to continue distributing distant network signals. The
broadcasters have objected to such termination and have asserted claims
for liquidated damages and other damages as a result of the Company's
determination not to terminate Denver 6 distant network signal
subscribers during the time period from September 1999 through and
after the passage of SHVIA up to the notice of termination. The
Company and the broadcast networks and affiliates have commenced
settlement negotiations. Because these claims are preliminary and
discussions are ongoing, the Company cannot reasonably predict whether
there will be any damages awarded if the broadcast networks and
affiliates commence a proceeding against the Company.
On October 4, 1999, a former employee of ODS Technologies, L.P.
("ODS"), filed a complaint against that Company in the Los Angeles
Superior Court asserting causes of action for breach of contract and
declaratory relief relating to his employment agreement with ODS and
seeking damages. The matter is set for trial in October 2000. Although
discovery has not been completed, the Company believes the claims are
without merit and will vigorously defend the action in court.
On October 18, 1999, another former employee of ODS filed a
complaint against ODS and the Company in a Florida federal court, which
complaint was amended on November 12, 1999, asserting causes of action
for violations of certain federal statutes governing pension plans and
for equitable estoppel. The amended complaint seeks an unspecified
amount of damages for benefits allegedly due to the plaintiff under his
employment agreement with ODS. Discovery in this proceeding is in a
preliminary stage and ODS and the Company's motion to dismiss the
lawsuit for lack of personal and subject matter jurisdiction is pending
before the Court.
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 1999.
22
<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.
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)
-------------------------------------
1999 1998
Quarter ended High Low High Low
------------- ---- --- ---- ---
March 31 $20.75 $10.94 $10.82 $6.69
June 30 $25.13 $17.39 $11.07 $9.00
September 30 $20.82 $12.82 $10.28 $6.88
December 31 $48.50 $19.31 $13.38 $5.13
(1) Adjusted for two-for-one stock split effected in the form of a
stock dividend to stockholders of record on December 17, 1999.
See Note 11 of Notes to Consolidated Financial Statements.
Holders
At March 20, 2000, the Company had 116 holders of record of its
Class A Common Stock and two holders of record of its Class B Common
Stock.
Dividends
No cash dividends were declared or paid during 1999 or 1998.
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.
23
<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, 1999 are derived from the
audited consolidated financial statements of the Company. The data set
forth in this table should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of
Operations," the Consolidated Financial Statements and the Notes
thereto and other financial information included herein.
Year Ended December 31,
-------------------------------------------
1999(1) 1998(2) 1997 1996(3) 1995
------ ------ ---- ------ ----
Operating Data:
Revenues $1,135,305 $621,940 $530,420 $484,713 $262,919
Depreciation and
amortization (135,965) (28,227) (18,850) (16,732) (11,769)
Operating income 86,982 108,619 101,126 69,364 38,416
Interest expense (43,609) (1,629) (2,122) (2,024) (2,003)
Income tax expense (26,392) (58,977) (38,438) (25,792) (14,483)
Net income 4,651 102,059 67,435 46,302 23,172
Earnings per share(4):
Basic 0.02 0.59 0.39 0.28 0.16
Diluted 0.02 0.59 0.39 0.27 0.16
Cash dividends
declared per
common share -- -- -- -- --
Other Data:
EBITDA (5) $ 222,947 $136,846 $119,976 $ 86,096 $ 50,185
Capital expenditures 44,629 11,115 10,250 14,484 12,101
Net cash provided by
operating activities 74,024 95,385 80,864 60,800 33,534
Net cash provided by
(used in) investing
activities (864,101) 61,735 (66,934) (42,196) (35,956)
Net cash provided by
(used in) financing
activities 727,643 (34,032) (24,284) (4,188) (1,617)
Ratio of earnings to
fixed charges (6) 1.8x 22.6x 15.1x 11.4x 9.6x
Balance Sheet Data:
Cash and cash
equivalents $ 93,210 $155,644 $ 32,556 $ 42,910 $ 28,494
Total assets 3,314,819 412,506 303,142 259,004 185,880
Capital lease
obligations and
long-term debt 624,290 13,007 17,207 20,718 23,992
24
<PAGE>
(1) Effective March 1, 1999, the Company's consolidated operating
results include the operating results of certain corporations
which own and publish TV Guide magazine, publish cable-based
television listing guides, operate the web site now known as TV
Guide Online and hold certain other assets. These corporations
were acquired from an indirect subsidiary of News Corp. in a
transaction accounted for as a purchase.
(2) 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 SNG, a joint venture formed to combine the retail
C-band business of TV Guide's Superstar division and Liberty
Media's Netlink USA division, in return for an approximate 20%
interest in SNG.
(3) Beginning January 25, 1996, the Company's consolidated operating
results include the operating results of Liberty Media's Netlink
division, which was acquired by the Company on March 1, 1999 in a
transaction accounted for as a combination of entities under
common control, similar to a pooling of interests. January 25,
1996, represents the date Tele-Communications, Inc. ("TCI")
acquired a controlling interest in the Company. Liberty Media
was a subsidiary of TCI.
(4) Earnings per share amounts have been adjusted for the two-
for-one stock split effected in the form of a stock dividend on
December 17, 1999 to holders of record on December 3, 1999.
(5) 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, TV Guide's
calculation of EBITDA may be different than the calculation
used by other companies and, therefore, comparability may be
affected.
(6) 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.
25
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
Results of Operations
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, 1999, 1998 and 1997.
<TABLE>
<CAPTION>
Consolidated Guarantor Group (7)
Year Ended December 31, Year Ended December 31,
1999 (1) 1998 1997 1999 (1) 1998 1997
---- ---- ---- ---- ---- ----
Amount Amount Amount Amount Amount Amount
------------------------------------- -------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenues
TV Guide Magazine Group $ 533,482 $ -- $ -- $ 533,482 $ -- $ --
TV Guide Entertainment
Group (2) 91,849 76,822 62,956 81,518 67,439 54,546
United Video Group
SNG (3) 390,119 414,694 326,285 -- -- --
UVTV (3) 82,667 84,741 74,614 82,667 84,741 74,614
ODS (4) 890 312 -- -- -- --
Other 66,633 69,387 84,021 -- -- --
---------- ---------- ---------- --------- --------- ---------
540,309 569,134 484,920 82,667 84,741 74,614
---------- ---------- ---------- --------- --------- ---------
Eliminations (30,335) (24,016) (17,456) -- -- --
---------- ---------- ---------- --------- --------- ---------
Total $1,135,305 $ 621,940 $ 530,420 $ 697,667 $ 152,180 $ 129,160
========== ========== ========== ========= ========= =========
Operating income (loss):
TV Guide Magazine $ 36,421 $ -- $ -- $ 36,421 $ -- $ --
TV Guide Entertainment
Group (2) 657 13,772 13,889 6,731 14,832 15,715
United Video Group
SNG (3) 63,744 50,812 35,637 -- -- --
UVTV (3) 37,550 41,561 41,201 37,550 41,561 41,201
ODS (4) (34,886) (4,300) -- -- -- --
Other (16,504) 6,774 10,399 (1,425) (2,516) (2,800)
---------- ---------- ---------- --------- --------- ---------
49,904 94,847 87,237 36,125 39,045 38,401
---------- ---------- ---------- --------- --------- ---------
Total $ 86,982 $ 108,619 $ 101,126 $ 79,277 $ 53,877 $ 54,116
========== ========== ========== ========= ========= =========
Consolidated depreciation
and amortization $ 135,965 $ 28,227 $ 18,850 $ 101,240 $ 10,588 $ 9,271
Consolidated capital
expenditures 44,629 11,115 10,250 37,077 7,997 6,380
Net cash provided by
(used in):
Operating activities 74,024 95,385 80,864 49,801 40,426 65,063
Investing activities (864,101) 61,735 (66,934) (863,718) 65,304 (62,878)
Financing activities 727,643 (34,032) (24,284) 725,220 (33,298) (9,021)
Other data:
EBITDA (5) $ 222,947 $ 136,846 $ 119,976 180,517 64,465 63,387
Ratio of earnings to
fixed charges (6) 1.8x 22.6x 15.1x 1.7x 17.0x 14.2x
</TABLE>
26
<PAGE>
(1) Effective March 1, 1999, the Company's consolidated operating
results include the operating results of certain corporations
which own and publish TV Guide magazine, publish cable-based
television listing guides, operate the web site now known as TV
Guide Online and hold certain other assets. These corporations
were acquired from an indirect subsidiary of News Corp. in a
transaction accounted for as a purchase.
(2) The revenues and operating income for TV Guide Entertainment Group
include TV Guide Channel, Sneak Prevue, TV Guide Interactive and
other guide services offered both domestically and
internationally.
(3) The amounts shown in the above tables for SNG and UVTV represent
their revenues and operating income included in the Company's
consolidated results of operations. Beginning January 25, 1996,
these operating results include the operating results of Liberty
Media's Netlink division which was acquired by the Company on
March 1, 1999 in a transaction accounted for as a combination of
entities under common control, similar to a pooling of interests.
January 25, 1996, is the date TCI acquired a controlling interest
in the Company. Liberty Media was a subsidiary of TCI. Beginning
February 1, 1998, SNG's operating results also include the retail
C-band operations of Turner Vision, Inc.
(4) The amounts shown in the above tables for ODS represent its
revenues and operating income included in the Company's
consolidated results of operations for the period July 13, 1998
through December 31, 1999. On July 13, 1998, the Company
increased its ownership interest in ODS Technologies, L.P. to 98%
by purchasing an additional 88% interest in ODS. Prior to July
13, 1998, the Company held an unconsolidated 10% interest in ODS.
(5) 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, the
Company's calculation of EBITDA may be different than the
calculation used by other companies and, therefore, comparability
may be affected.
(6) 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.
(7) Represents the combined results of the Company and its restricted
subsidiaries that guarantee the 8 1/8% senior subordinated notes.
The Company has one partially owned domestic subsidiary and one
partially owned foreign subsidiary that are restricted
subsidiaries under the indenture but are not guarantors of the
notes. For purposes of the calculation of the ratio of earnings
to fixed charges, equity in earnings and losses of the Company's
subsidiaries which do not guarantee the 8 1/8% senior
subordinated notes have been excluded.
27
<PAGE>
Revenues for 1999 were $1.1 billion, compared to $621.9 million in
1998 and $530.4 million in 1997. Revenues increased $513.4 million, or
83%, in 1999 compared to 1998, primarily due to $533.5 million of
additional revenues attributable to TV Guide magazine, which was
acquired by the Company on March 1, 1999, coupled with increased
advertising revenues by TV Guide Entertainment Group, partially offset
by decreased subscriber revenues earned by SNG. Revenues increased
$91.5 million, or 17%, 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 Entertainment Group. 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.
Operating expenses, before depreciation and amortization, were
$912.4 million for the year ended December 31, 1999, compared to $485.1
million in 1998 and $410.4 million in 1997. Operating expenses
increased $427.3 million, or 88%, in 1999 over those in 1998 due to
$407.3 million of additional expenses attributable to TV Guide magazine
coupled with increased costs associated with the development of the
various TV Guide Entertainment Group products and the TVG Network,
partially offset by lower costs to operate SNG. Operating expenses,
before depreciation and amortization, increased $74.7 million, or 18%,
in 1998, compared to 1997, primarily due to $77.8 million of additional
expenses attributable to Turner Vision; increased personnel costs
resulting from the growth in TV Guide Entertainment Group; 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.
Depreciation and amortization was $136.0 million in 1999, compared
to $28.2 million and $18.8 million in 1998 and 1997, respectively.
Depreciation and amortization increased $107.7 million, or 382%, in
1999 over 1998 primarily as a result of amortization of intangibles and
depreciation resulting from the acquisition of TV Guide magazine.
Depreciation and amortization increased $9.4 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,
L.P., coupled with higher depreciation resulting from the acquisition
of equipment to support various TV Guide products.
A $37.9 million gain on issuance of equity by subsidiary was
recognized in 1998. The gain resulted from the acquisition of Turner
Vision's retail C-band business.
Interest expense was $43.6 million in 1999 compared to $1.6
million and $2.1 million in 1998 and 1997, respectively. The increase
in interest expense in 1999 over 1998 and 1997 was attributable to
increased debt levels resulting primarily from the issuance of $400
million of senior subordinated notes and $185 million of bank debt to
fund a portion of the TV Guide acquisition.
Other income (expense) for 1999 totaled $(134,000), compared to
$16.5 million in 1998 and $6.2 million in 1997. Included in other
income during 1999 were $4.5 million of expenses associated with the
pending merger transaction with Gemstar. Included in other income
during 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 87% in 1999,
compared to 37% in 1998 and 36% in 1997. The increase in the effective
tax rate in 1999 was due to the increase in non-deductible goodwill
amortization as a result of the TV Guide acquisition.
Minority interest in earnings for 1999 of $12.2 million,
represents that portion of earnings attributable to the minority
ownership in SNG, SSDS, Infomedia S.A. and Sneak Prevue LLC.
28
<PAGE>
TV Guide Magazine Group
The following table sets forth certain financial information for
the TV Guide Magazine Group for the years ended December 31, 1999, 1998
and 1997:
Year ended December 31,
1999 Change 1998 Change 1997
---- ------ ---- ------ ----
(In thousands)
Revenues $652,339 2% $642,406 0 % $644,100
Operating expenses 498,201 1% 492,049 5 % 468,920
Depreciation 7,812 16% 6,710 (2)% 6,855
-------- -------- --------
Operating income
before amortization $146,326 2% $143,647 (15)% $168,325
======== ======== ========
Operating margin
percentage (before
amortization) 22% 22% 26%
The results of operations of the TV Guide Magazine Group have been
consolidated with the results of operations of the Company for
reporting purposes subsequent to March 1, 1999, the date the Company
acquired TV Guide magazine. The above table and following discussion
are based on financial information of the business acquired, both prior
to and subsequent to its March 1, 1999 acquisition date and do not
include the amortization of intangible assets resulting from the
acquisition or that was reflected in its historical financial
statements.
Revenues for 1999 were $652.3 million, compared to $642.4 million
in 1998 and $644.1 million in 1997. Revenues increased $9.9 million,
or 2%, in 1999 compared to 1998, primarily due to the full year impact
from the acquisition of TVSM, Inc., a provider of cable guides, in June
1998 partially offset by a decrease in subscription and newsstand sales
due to a decrease in the circulation. Revenues for 1998 were relatively
unchanged compared to 1997 as the partial year impact of the TVSM
acquisition was offset by a decrease in subscription and newsstand
sales. The circulation of TV Guide magazine was 10.8 million at
December 31, 1999 compared to 11.8 million and 13.0 million at December
31, 1998 and 1997, respectively.
Operating expenses, before depreciation and amortization, were
$498.2 million for the year ended December 31, 1999, compared to $492.0
million in 1998 and $468.9 million in 1997. The increase in operating
expenses, before depreciation and amortization, of $6.2 million, or 1%,
in 1999 over 1998 was primarily due to increased production costs
associated with the TVSM acquisition partially offset by cost savings
associated with a lower circulation coupled with other cost savings
measures. The increase in operating expenses, before depreciation and
amortization, of $23.1 million, or 5%, in 1998 over 1997 was primarily
due to the TVSM acquisition.
Depreciation was $7.8 million in 1999, compared to $6.7 million
and $6.9 million in 1998 and 1997, respectively. Depreciation
increased $1.1 million, or 16%, in 1999 over 1998 primarily as a result
of expenditures for computer equipment to support the core business.
Depreciation in 1998 was relatively unchanged from 1997.
29
<PAGE>
TV Guide Entertainment Group
The following table sets forth certain financial information for
the TV Guide Entertainment Group for the years ended December 31, 1999,
1998 and 1997:
Year ended December 31,
1999 Change 1998 Change 1997
---- ------ ---- ------ ----
(In thousands)
Revenues $91,849 20 % $76,822 22 % $62,956
Operating expenses 80,014 49 % 53,562 32 % 40,548
Depreciation and
amortization 11,178 18 % 9,488 11 % 8,519
------- ------- -------
Operating income $ 657 (95)% $13,772 (1)% $13,889
======= ======= =======
Operating margin
percentage 1% 18% 22%
TV Guide Entertainment Group's revenues for 1999 were $91.8
million, compared to $76.8 million in 1998 and $63.0 million in 1997.
The increase in revenues in 1999 of $15.0 million, or 20%, over those
in 1998 was primarily attributable to increased advertising revenue of
$11.8 million attributable to TV Guide Channel and TV Guide Online. TV
Guide Channel advertising revenue increased $10.6 million due to
increased rates and additional time allocated for infomercials
beginning in the fourth quarter of 1999. TV Guide Online advertising
revenue increased $1.2 million due to growth of traffic on the website.
The remaining increase was primarily attributable to increases in TV
Guide Interactive service fee revenue and Infomedia data revenue
totaling $3.6 million and $1.4 million, respectively. TV Guide
Interactive service fee revenue increased due to increases in
subscribers. Infomedia was acquired in 1999; therefore, no revenue
related to this business was recorded in 1998. These increases were
offset, in part, by decreases in service fees associated with TV Guide
Channel and Sneak Prevue totaling approximately $1.5 million and
$500,000, respectively. These decreases were a result of decreased
subscribers and rates. Domestically, TV Guide Channel subscribers
decreased approximately 400,000, or 1%, to 49.6 million and subscribers
receiving Sneak Prevue decreased approximately 900,000, or 2%, to 34.1
million subscribers. 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 1997. 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.
Operating expenses, before depreciation and amortization, were
$80.0 million in 1999, compared to $53.6 million and $40.5 million in
1998 and 1997, respectively. The increase in operating expenses,
before depreciation and amortization, of $26.5 million, or 49%, in 1999
over 1998 was due to the addition of new personnel required to support
the TV Guide Entertainment Group's growth, increased programming
expense related to new segments aired on TV Guide Channel, increased
data costs to support TV Guide Online and increased legal fees related
to patent filings. The increase in operating expenses, before
depreciation and amortization, of $13.0 million, or 32%, in 1998 as
compared to the previous year was due to the addition of new personnel
required to support the TV Guide Entertainment Group's 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.
Depreciation and amortization in 1999 was $11.2 million, an
increase of $1.7 million, or 18%, over that in 1998. Depreciation and
amortization in 1998 increased $1.0 million, or 11%, over that in 1997.
The increase in depreciation and amortization in both 1999 and 1998
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.
30
<PAGE>
United Video Group
Superstar/Netlink Group, LLC
The following table sets forth certain financial information for
SNG for the years ended December 31, 1999, 1998 and 1997:
Year ended December 31,
1999 Change 1998 Change 1997
---- ------ ---- ------ ----
(In thousands)
Revenues $390,119 (6)% $414,694 27% $326,285
Operating expenses 317,535 (10)% 354,429 23% 287,775
Depreciation and
amortization 8,840 (6)% 9,453 229% 2,873
-------- -------- --------
Operating income $ 63,744 25 % $ 50,812 43% $ 35,637
======== ======== ========
Operating margin
percentage 16% 12% 11%
Revenues generated by SNG during 1999 were $390.1 million,
compared to $414.7 million in 1998 and $326.3 million in 1997.
Revenues decreased $24.6 million, or 6%, in 1999 compared to 1998,
primarily due to subscriber declines partially offset by increased
average revenue per subscriber as a result of price increases. Retail
subscribers as of December 31, 1999 were approximately 1.0 million, a
decrease of 18% compared to retail subscribers as of December 31, 1998.
During that same time period, subscribers in the C-band industry
decreased from approximately 1.9 million to 1.6 million. The increase
in revenues in 1998 of $88.4 million, or 27%, over those in 1997 was
primarily 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. 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. Average
revenue per retail subscriber decreased during 1998 as a result of a
change in package mix associated with the Turner Vision combination.
Operating expenses, before depreciation and amortization, were
$317.5 million in 1999, compared to $354.4 million and $287.8 million
in 1998 and 1997, respectively. The decrease in operating expenses,
before depreciation and amortization, of $36.9 million, or 10%, in 1999
as compared to the previous year is due primarily to a decrease in
programming fees related to subscriber declines coupled with lower
programming rates. The increase in operating expenses, before
depreciation and amortization, of $66.7 million, or 23%, 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 reduction in
operating expenses primarily due to programming fee savings resulting
from renegotiated programming contracts and reductions in commissions
paid to dealers.
Depreciation and amortization was $8.8 million in 1999, relatively
unchanged compared to $9.5 million in 1998. Depreciation and
amortization in 1998 increased $6.6 million, or 229%, over 1997
depreciation and amortization of $2.9 million primarily as a result of
$6.7 million of goodwill amortization associated with the Turner Vision
acquisition.
31
<PAGE>
UVTV
The following table sets forth certain financial information for
UVTV for the years ended December 31, 1999, 1998 and 1997:
Year ended December 31,
1999 Change 1998 Change 1997
---- ------ ---- ------ ----
(In thousands)
Revenues $82,667 (2)% $84,741 14% $74,614
Operating expenses 42,063 4 % 40,460 31% 30,825
Depreciation and
amortization 3,054 12 % 2,720 5% 2,588
------- ------- -------
Operating income $37,550 (10)% $41,561 1% $41,201
======= ======= =======
Operating margin
percentage 45% 49% 55%
UVTV's revenues for 1999 were $82.7 million, compared to $84.7
million in 1998 and $74.6 million in 1997. The decrease in revenues in
1999 of $2.1 million, or 2%, from those in 1998 was primarily
attributable to lower revenues from the distribution of network
affiliate signals and SMATV programming offset in part by increased
direct broadcast satellite revenue from the distribution of WGN.
UVTV/WGN subscriber counts increased by 2.1 million, or 5%, during 1999
with the majority of the change attributable to growth in the direct
broadcast satellite market. The increase in revenues in 1998 of $10.1
million, or 14%, from those in 1997 was largely attributable to
UVTV/WGN cable subscriber growth and cable rate increases coupled with
an increase in SMATV revenue of $2.8 million due to higher rates and
subscribers. 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%, during 1998.
Operating expenses, before depreciation and amortization, were
$42.1 million in 1999, compared to $40.5 million and $30.8 million in
1998 and 1997, respectively. The increase in operating expenses, before
depreciation and amortization, of $1.6 million, or 4%, from 1998 to
1999 was due primarily to increased sales and marketing costs. The
increase in operating expenses, before depreciation and amortization,
of $9.6 million, or 31%, from 1997 to 1998 was due primarily to the
increase in C-band copyright fees discussed above coupled with
increased SMATV programming costs directly related to the increase in
SMATV revenue.
Depreciation and amortization in 1999 was $3.1 million, relatively
unchanged from 1998 and 1997 levels.
32
<PAGE>
ODS Technologies, L.P.
ODS Technologies, L.P. produces, markets and distributes TVG
Network, a network focused on the horse racing industry. TVG Network
was launched in July 1999.
Revenues for 1999 were $890,000. During 1998, for the period from
July 13, 1998, the date the Company acquired a controlling interest in
ODS, through December 31, 1998, revenues were $312,000. Revenues for
both periods reflect the early stages of development of the TVG
Network.
Operating expenses, before depreciation and amortization, were
$33.2 million in 1999. For the period from July 13, 1998 to December
31, 1998, operating expenses, before depreciation and amortization,
were $3.5 million. The increase in operating expenses during 1999
reflects the additional costs associated with launching and operating
the network during the latter part of 1999.
Depreciation and amortization is composed primarily of
amortization of intangible assets recorded as part of the 1998
acquisition of the controlling interest in ODS.
OTHER
The remaining operations of the United Video Group consist
primarily of those of SSDS, TV Guide Enterprise Solutions ("TVGES") and
SpaceCom Systems.
Revenues for this group of businesses for 1999 were $66.6 million,
compared to $69.4 million in 1998 and $84.0 million in 1997. Revenues
decreased $2.8 million, or 4%, in 1999 compared to 1998 and $14.6
million, or 17%, in 1998 compared to 1997, primarily due to the
termination of TVGES service agent agreements with program suppliers in
the direct broadcast satellite market. In 1999, this reduction was
partially offset by an increase in TVGES call center services revenue
over 1998.
Operating expenses, before depreciation and amortization, were
$62.6 million for the year ended December 31, 1999, compared to $57.2
million in 1998 and $68.8 million in 1997. Operating expenses
increased $5.4 million, or 9%, in 1999 compared to 1998, primarily as a
result of an increase in TVGES call center services compared to 1998 as
a result of the growth in revenue for the same period. Operating
expenses decreased $11.5 million, or 17%, in 1998 over those of 1997,
primarily due to the termination of TVGES direct broadcast satellite
service agreements.
Depreciation and amortization was $20.5 million in 1999, compared
to $5.4 million and $4.9 million in 1998 and 1997, respectively.
Depreciation and amortization increased $15.1 million, or 280%, in 1999
over 1998 primarily as a result of an impairment of the Company's
goodwill in SSDS of $15.2 million in the fourth quarter of 1999. On
February 28, 2000, SSDS entered into an agreement to sell its
client/server and web-based networks integration services division.
33
<PAGE>
Liquidity and Capital Resources
For the year ended December 31, 1999, net cash flows from
operating activities were $74.0 million ($61.6 million after
distributions to minority interests). This cash flow, plus existing
cash resources, proceeds from the issuance of $400.0 million in senior
subordinated notes, borrowings of $217.3 million under revolving bank
credit facilities, proceeds of approximately $133.0 million from the
issuance of common shares to News Corp. and from the exercise of stock
options, and cash received in conjunction with the Liberty Transaction
of $8.0 million, were used to fund the Company's investments and
acquisitions of $813.3 million, debt issuance costs of $15.1 million,
capital expenditures of $44.6 million and net reduction in the
Company's capitalized lease obligations and note payable of $3.7
million.
At December 31, 1999, the Company's cash, cash equivalents and
marketable securities aggregated $113.9 million, a decrease of $47.5
million from that as of December 31, 1998. The above total includes
$79.3 million of cash and cash equivalents held by SNG, in which the
Company had an approximate 80% ownership interest as of December 31,
1999. As of December 31, 1999, approximately $20.7 million of such
securities were equity securities 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.
On March 1, 1999, TV Guide acquired from Liberty Media the stock
of three of its subsidiaries that indirectly owned approximately 40% of
SNG (bringing TV Guide's ownership interest in SNG to approximately
80%) and Liberty Media'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 in exchange for
25,500,000 shares of TV Guide Class B Common Stock (the "Liberty
Transaction").
Also on March 1, 1999, immediately after closing the Liberty
Transaction, the Company acquired from a subsidiary of News Corp. 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). The subsidiary of News Corp. received 45,006,824 shares of TV
Guide Class A Common Stock, 74,993,176 shares of TV Guide Class B
Common Stock and $800 million in cash as consideration. In addition,
the subsidiary of News Corp. acquired 13,068,216 additional shares of
TV Guide Class A Common Stock for approximately $131 million in cash to
equalize the TV Guide Class A Common Stock ownership of Liberty Media
and its affiliates and News Corp. and its affiliates.
On March 1, 1999, the Company issued $400 million in 8 1/8% senior
subordinated notes due 2009 and entered into a $300 million six-year
revolving credit facility and a $300 million 364-day revolving credit
facility with a group of banks. Proceeds from the issuance of the
senior subordinated notes and borrowings of approximately $185 million
under the six-year revolving credit facility were used to fund a
portion of the TV Guide Transaction cash consideration. The 364-day
revolving credit facility has been extended to mature February 24,
2001, when borrowings outstanding under the facility convert to a four-
year term loan, and to allow for the merger transaction with Gemstar.
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, as defined in the facility. 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. As of December 31, 1999, the
Company had available borrowing capacity under the six-year revolving
credit facility and 364-day revolving credit facility of approximately
$85 million and $300 million, respectively.
34
<PAGE>
The Company believes that, 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. 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; however, there can be no assurances that the
Company will be able to do so.
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.
As of December 31, 1999, the Company had approximately $632.1
million of long-term debt outstanding (including current portions) and
unused borrowing capacity under bank credit facilities of approximately
$384.7 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
cash flow of 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, including the senior subordinated notes, 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.
35
<PAGE>
SSDS has a revolving credit facility with a bank which provides
for borrowings up to the lesser of 80% of billed trade receivables of
SSDS outstanding less than 90 days, subject to certain conditions, or
$5.0 million. The credit facility expires April 30, 2000 and is
secured by substantially all of SSDS's assets. 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, 1999 were $3.7 million and are classified as current
liabilities. SSDS is not in compliance with certain financial
covenants contained in the credit agreement and the outstanding balance
is included in current liabilities. The Company currently expects that
proceeds from the pending sale of SSDS's client/server and web-based
network integration services division to BTG, Inc. will be used to
repay SSDS's outstanding bank borrowings.
The Company collects in advance a majority of its TV Guide
magazine subscription fees, SNG subscription fees and certain of its
UVTV superstation and TV Guide Entertainment Group's revenues. As of
December 31, 1999, the unearned portion of all prepayments totaled
$352.4 million, of which approximately $249.2 million, or 71%, was
attributable to TV Guide magazine and approximately $97.2 million, or
28%, was attributable to SNG. The Company's liability for prepaid
magazine subscriptions is limited to the unearned prepayments in the
event customers cancel their subscriptions. The Company's liability for
other prepayments 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 in 1992, the Company was obligated for
net minimum lease payments aggregating $13.0 million as of December 31,
1999, a reduction of $3.7 million, or 22%, from the obligation existing
at the prior year's end. The Company expects to further reduce the
lease obligation during the next twelve months by approximately $4.0
million. The Company also leases various other satellite transponders
accounted for as operating leases. These operating leases accounted
for approximately $13.3 million in operating expenses, net of sublease
revenue, during the year ended December 31, 1999.
Capital expenditures during the year ended December 31, 1999, of
$44.6 million were principally attributable to the expansion of the
Company's teleport facilities, purchase of control units provided to TV
Guide Entertainment Group's cable television customers, data processing
equipment and systems and furniture, fixtures and facilities used by
the Company.
At the discretion of its management committee and in keeping with
certain Company debt covenants, SNG makes periodic cash distributions
to its members. During the year ended December 31, 1999, cash
distributions to minority interests in SNG aggregated $12.4 million.
36
<PAGE>
Current Developments
On October 4, 1999, the Company and Gemstar announced that they
had entered into a definitive merger agreement under which the Company
will become a wholly owned subsidiary of Gemstar. Under the merger
agreement, the Company's stockholders will receive .6573 shares of
Gemstar common stock for each share of TV Guide Class A and B Common
Stock. The exchange ratio is not subject to adjustment. On March 17,
2000, the stockholders of TV Guide and Gemstar voted to approve and
adopt the Agreement and Plan of Merger. The transaction, which is
expected to close in the first half of 2000, is subject to regulatory
approval.
The indenture governing the Company's 8 1/8% senior subordinated
notes due 2009 contains provisions which, absent modification or waiver
of such provisions, would result in the Company being required to
repurchase the outstanding 8 1/8% senior subordinated notes, at the
option of the holders, following closing of the transaction with
Gemstar at a purchase price at 101% of principal plus accrued and
unpaid interest. The Company has amended the agreements governing its
bank credit facilities to allow the transaction with Gemstar to occur
without requiring repayment of the outstanding borrowings under the
bank credit facilities and to extend the availability of the 364-day,
$300 million facility, originally expiring on March 1, 2000, through
February 24, 2001. The Company continues to assess its options with
respect to financing the repurchase of its subordinated notes.
37
<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: the
pending merger of the Company into a subsidiary of Gemstar, 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, 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 the Company's actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the Company in
those statements. The important factors that could prevent the Company
from achieving its stated goals include, but are not limited to, the
following:
-- required regulatory approvals to complete certain transactions,
-- 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 the Company
to effectively market its interactive technology,
-- increased price and service competition within the industry,
-- the Company's 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,
-- operating and financial risks related to integrating the TV
Guide businesses and other acquired businesses and
-- adequacy of capital resources to allow the Company to execute
its business plans.
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 TV Guide'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 four-year term loan at maturity, which has been
extended to February 24, 2001. 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 December 31, 1999, the Company had $215 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 $2.2 million in interest expense and a
corresponding decrease or increase of $2.2 million in the Company's
cash flow.
38
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TV GUIDE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Independent Auditors' Report 40
Consolidated Balance Sheets 41
Consolidated Statements of Income 42
Consolidated Statements of Changes in Stockholders'
Equity 43
Consolidated Statements of Cash Flows 44
Notes to Consolidated Financial Statements 45
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 89
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.
39
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
TV Guide, Inc.:
We have audited the accompanying consolidated balance sheets of TV
Guide, Inc. as of December 31, 1999 and 1998, and the related
consolidated statements of income, changes in stockholders' equity, and
cash flows for each of the years in the three year period ended
December 31, 1999. 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. as of December 31, 1999 and 1998, and the results of
its operations and its cash flows for each of the years in the three
year period ended December 31, 1999, 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 25, 2000
40
<PAGE>
TV GUIDE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
December 31,
1999 1998
---- ----
ASSETS
Current assets:
Cash and cash equivalents $ 93,210 $155,644
Marketable securities, at fair value 20,723 5,804
Accounts receivable, net of allowance
for doubtful accounts of $18,397 and
$2,917 at December 31, 1999 and 1998,
respectively 293,331 64,632
Inventories and other 29,742 6,168
Deferred tax asset 4,296 1,811
---------- --------
Total current assets 441,302 234,059
Property, plant and equipment, at cost,
net of accumulated depreciation and
amortization 75,745 45,762
Intangible assets, net of accumulated
amortization 2,755,498 113,523
Other assets 42,274 19,162
---------- --------
Total assets $3,314,819 $412,506
========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 72,570 $ 5,655
Accrued liabilities 127,661 57,365
Note payable and current portion of
capital lease obligations 7,764 5,463
Customer prepayments and deferred
subscription revenue 290,400 109,929
---------- --------
Total current liabilities 498,395 178,412
Deferred compensation 306 367
Long-term deferred subscription
revenue 62,013 --
Deferred tax liability 647,084 17,280
Capital lease obligations 8,990 13,007
Long-term debt 615,300 --
Minority interest 5,016 3,596
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;
shares outstanding: 154,477,696 in
1999 and 47,893,688 in 1998 1,545 479
Class B common stock, $.01 par value;
shares authorized: 300,000,000;
shares outstanding: 149,986,352 in
1999 and 37,496,588 in 1998 1,500 375
Additional paid-in capital 1,283,860 22,191
Accumulated other comprehensive
income (loss), net of tax 9,306 (54)
Retained earnings 181,504 176,853
---------- --------
Total stockholders' equity 1,477,715 199,844
---------- --------
Total liabilities and stockholders'
equity $3,314,819 $412,506
========== ========
See accompanying notes.
41
<PAGE>
TV GUIDE, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Year Ended December 31,
1999 1998 1997
---- ---- ----
Revenues:
Satellite-delivered
programming services $ 513,357 $540,632 $457,975
Magazine subscription and
newsstand sales 346,447 -- --
Advertising sales 217,500 40,349 30,828
Systems integration
services 39,415 40,959 41,617
Other 18,586 -- --
---------- -------- --------
1,135,305 621,940 530,420
Operating expenses:
Programming, printing,
distribution and delivery 628,739 330,904 266,119
Selling, general
and administrative 283,619 154,190 144,325
Depreciation 21,176 13,961 12,316
Amortization 114,789 14,266 6,534
---------- -------- --------
1,048,323 513,321 429,294
---------- -------- --------
Operating income 86,982 108,619 101,126
Gain on issuance of equity
by subsidiary -- 37,898 --
Interest expense (43,609) (1,629) (2,122)
Other income (expense), net (134) 16,530 6,242
---------- -------- --------
Income before income taxes
and minority interest 43,239 161,418 105,246
Provision for income taxes (26,392) (58,977) (38,438)
Minority interest
in earnings (12,196) (382) 627
---------- -------- --------
Net income $ 4,651 $102,059 $ 67,435
========== ======== ========
Earnings per share:
Basic $ 0.02 $ 0.59 $ 0.39
Diluted 0.02 0.59 0.39
See accompanying notes.
42
<PAGE>
<TABLE>
<CAPTION>
TV GUIDE, INC.
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, 1997 $ 238 $ 187 $ 34,725 $(509) $ 161 $ 36,057 $ 70,859
Net income -- -- -- -- -- 67,435 67,435
Other comprehensive
income, net of tax:
Unrealized loss
on available
for sale
securities -- -- -- -- (174) -- (174)
----------
Comprehensive
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 Media -- -- -- -- -- (22,178) (22,178)
------ ------ ---------- ----- ------ -------- ----------
Balance at December
31, 1997 244 187 39,049 -- (13) 81,314 120,781
Net income -- -- -- -- -- 102,059 102,059
Other comprehensive
income, net of tax:
Unrealized loss
on available
for sale
securities -- -- -- -- (41) -- (41)
----------
Comprehensive
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 Media -- -- -- -- -- (6,520) (6,520)
------ ------ ---------- ----- ------ -------- ----------
Balance at December
31, 1998 479 375 22,191 -- (54) 176,853 199,844
Net income -- -- -- -- -- 4,651 4,651
Other comprehensive
income, net of tax:
Unrealized gain
on available
for sale
securities -- -- -- -- 9,360 -- 9,360
----------
Comprehensive
income 14,011
Shares issued to
News Corp. for TV
Guide acquisition
(22,503,412 Class
A shares and
(37,496,588 Class
B shares) 225 375 1,120,200 -- -- -- 1,120,800
Market equalization
shares issued to
News Corp.
(6,534,108 Class
A shares) 65 -- 130,617 -- -- -- 130,682
Exercise of
stock options,
net of stock
tendered
(291,912 Class
A shares) 3 -- 2,343 -- -- -- 2,346
Two-for-one split
(77,238,848 Class
A shares and
74,993,176 Class
B shares) 773 750 (1,523) -- -- -- --
Tax benefit from
exercise of non-
qualified stock
options -- -- 1,379 -- -- -- 1,379
Non-cash stock
compensation -- -- 682 -- -- -- 682
Contribution from
Liberty Media-
Netlink Wholesale
Division -- -- 7,971 -- -- -- 7,971
------ ------ ---------- ----- ------ -------- ----------
Balance at December
31, 1999 $1,545 $1,500 $1,283,860 $ -- $9,306 $181,504 $1,477,715
====== ====== ========== ===== ====== ======== ==========
</TABLE>
See accompanying notes.
43
<PAGE>
TV GUIDE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
1999 1998 1997
---- ---- ----
Operating activities:
Net income $ 4,651 $102,059 $ 67,435
Adjustments to reconcile net income
to net cash provided by operating
activities:
Gain on issuance of equity by
subsidiary -- (37,898) --
Depreciation and amortization 135,965 28,227 18,850
Minority interest in earnings 12,196 382 (627)
Deferred income taxes (29,447) 17,830 2,169
(Gain)loss on asset dispositions 321 (10,890) (132)
Other 3,125 1,682 1,400
Changes in operating assets and
liabilities:
Accounts receivable (80,847) 674 (10,626)
Inventory and other 18,999 2,043 1,013
Accounts payable 2,533 (1,517) (424)
Accrued liabilities 35,727 (1,954) 6,924
Customer prepayments (23,981) (4,749) (4,691)
Other (5,218) (504) (427)
--------- -------- --------
Net cash provided by operating
activities 74,024 95,385 80,864
Investing activities:
Capital expenditures (44,629) (11,115) (10,250)
Investments and acquisitions,
net of cash acquired (813,328) (42,102) (130)
Purchases of marketable securities (6,049) (74,360) (91,666)
Sales of marketable securities 4,812 116,347 3,659
Maturities of marketable securities 1,104 73,822 33,041
Other (6,011) (857) (1,588)
--------- -------- --------
Net cash provided by (used in)
investing activities (864,101) 61,735 (66,934)
Financing activities:
Repayment of note payable and
long-term debt -- (6,201) (7,261)
Issuance of senior subordinated
notes 400,000 -- --
Borrowings under bank credit
facilities 217,331 -- 7,446
Debt issuance costs (15,114) -- --
Repayment of capital lease
obligations (3,747) (3,493) (3,258)
Issuance of common stock 133,028 1,223 2,608
Repurchase of common stock -- (18,783) (2,077)
Contributions from (distributions
to) Liberty Media-Netlink
Wholesale Division 7,971 (6,520) (22,178)
Distributions to minority
interests (12,438) -- --
Other 612 (258) 436
-------- -------- --------
Net cash provided by (used in)
financing activities 727,643 (34,032) (24,284)
-------- -------- --------
Net increase (decrease) in
cash and cash equivalents (62,434) 123,088 (10,354)
Cash and cash equivalents at
beginning of year 155,644 32,556 42,910
-------- -------- --------
Cash and cash equivalents
at end of year $ 93,210 $155,644 $ 32,556
======== ======== ========
See accompanying notes.
44
<PAGE>
TV GUIDE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. General
The Company
TV Guide, Inc. ("TV Guide" or the "Company") is an international
media and communications company that provides print and electronic
program listings guides and program promotion services to households
via magazine subscriptions, newsstands, cable television systems,
direct-to-home satellite providers and the Internet; distributes
programming to cable television systems and direct-to-home satellite
providers; markets satellite-delivered programming to C-band satellite
dish owners; provides software development and systems integration
services; and provides satellite transmission services for private
networks. The majority of the Company's operating income is earned
through the sale and distribution of program listings guides and
program promotion services, the sale of home satellite dish services
and satellite distribution of video services.
Liberty Media Corporation, an indirect wholly owned subsidiary of
AT&T Corp. ("Liberty Media"), and The News Corporation Limited ("News
Corp.") each directly or indirectly own approximately 44% of the issued
and outstanding common stock of TV Guide representing approximately 98%
(approximately 49% each) of the total voting power of TV Guide common
stock.
2. Significant Accounting Policies
Basis of Presentation
These financial statements present the consolidated financial
position, results of operations and cash flows of TV Guide and its
subsidiaries. All significant intercompany balances and transactions
have been eliminated.
45
<PAGE>
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, equities, money market funds
and commercial paper. 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 re-evaluates 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, 1999
and 1998, 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.
Inventories
Inventories consist primarily of paper supplies for TV Guide
magazine and are stated at the lower of cost or market. Cost of paper
inventory is determined using the last-in, first-out 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.
46
<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 2-10 years
Electronic equipment 2- 5 years
Equipment and other 3-15 years
Intangible assets are being amortized on a straight-line basis
over 3-40 years.
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 Magazine Sales
Subscription revenue is recognized on a proportionate basis as
magazines are delivered to subscribers. Newsstand revenues are
recognized based on the on-sale dates of magazines. Allowances for
estimated returns are recorded based upon historical experience. The
Company's liability for prepaid magazine subscriptions is limited to
the unearned prepayments in the event customers cancel their
subscriptions.
Revenue Recognition on Advertising
The Company recognizes channel advertising revenue when the
related advertisement is aired. Magazine advertising is recognized
upon release of magazines for sale to consumers. All advertising is
stated net of agency commissions and discounts.
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, 1999
and 1998, $3.9 million and $4.5 million, respectively, of earned
revenues not yet billed are included in accounts receivable. At
December 31, 1999 and 1998, 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 exceeds 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. During
the fourth quarter of 1999, the Company recognized a $15.2 million
impairment of its goodwill in SSDS, Inc. ("SSDS").
47
<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):
1999 1998 1997
------------- -------------- -------------
Per Share Per Share Per Share
Amount Amount Amount
------ ------ ------
Net income $ 4,651 $102,059 $ 67,435
======== ======== ========
Weighted average
number of shares
of common stock
outstanding 281,998 $0.02 171,916 $0.59 172,195 $0.39
===== ===== =====
Effect of dilutive
securities -
stock options 3,489 1,855 1,422
-------- -------- -------
Weighted average
number of shares
of common stock
and dilutive
potential common
shares 285,487 $0.02 173,771 $0.59 173,617 $0.39
======= ===== ======= ===== ======= =====
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, money market funds and commercial paper. There is a
concentration of credit risk associated with wholesale distributors of
print products which may be affected by changes in economic and
industry conditions. Concentration of credit risk with respect to
satellite services trade receivables is 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. 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. For other customers,
service is generally terminated in the event payment is not received
within 30-60 days of service. Credit losses have been within
management's expectations.
48
<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
AT&T Broadband and Internet Services ("BIS") (formerly Tele-
Communications, Inc.) and its consolidated affiliates purchase video,
program promotion and guide services and subscriber management services
from the Company. During the years ended December 31, 1999, 1998 and
1997, revenues earned by the Company from BIS were $19.2 million, $11.2
million and $10.1 million, respectively.
News Corp. and its consolidated affiliates purchased $21.4 million
of magazine advertising from the Company from March 1, 1999 through
December 31, 1999.
The Company purchases programming and production services and is
provided satellite transponder facilities and uplink services from
Liberty Media consolidated affiliates. These purchases totaled $28.0
million, $28.7 million and $27.1 million for the years ended December
31, 1999, 1998 and 1997, respectively. In addition, the Company
purchased programming and production services from News Corp. and its
consolidated affiliates from March 1, 1999 through December 31, 1999
totaling $18.0 million.
At December 31, 1999 and 1998, the Company had outstanding
receivables of $4.3 million and $7.0 million, respectively, due from
BIS consolidated affiliates and outstanding liabilities of $1.9 million
and $2.2 million, respectively, due to Liberty Media consolidated
affiliates. In addition, at December 31, 1999, the Company had
outstanding receivables due from News Corp. consolidated affiliates and
outstanding liabilities due to News Corp. consolidated affiliates of
$4.3 million and $686,000, respectively.
The Company has included in the amounts discussed above,
transactions with BIS, Liberty Media and News Corp. and all entities in
which BIS, Liberty Media and News Corp. have an interest greater than
50%. In addition, the Company has significant transactions with
entities in which BIS, Liberty Media and News Corp. own, 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 $11.5 million, $7.9 million and
$7.5 million for the years ended December 31, 1999, 1998 and 1997,
respectively, are included in selling, general and administrative
expenses.
Comprehensive Income
Unrealized holding gains and losses for available-for-sale
securities are reflected, net of related tax effects, in accumulated
other comprehensive income 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 1999 presentation.
49
<PAGE>
3. Investments and Acquisitions
TV Guide Transaction
On March 1, 1999, the Company acquired from a subsidiary of News
Corp. 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 45,006,824
shares of TV Guide Class A Common Stock, 74,993,176 shares of TV Guide
Class B Common Stock and $800 million in cash as consideration. In
addition, the subsidiary of News Corp. acquired 13,068,216 additional
shares of TV Guide Class A Common Stock for approximately $131 million
in cash to equalize the TV Guide Class A Common Stock ownership of
Liberty Media and its affiliates and News Corp. and its affiliates. 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 the subsidiary of News Corp. The TV Guide
Transaction was accounted for as a purchase. Accordingly, the
consolidated financial statements include the results of operations of
the TV Guide magazine businesses from March 1, 1999.
The purchase price for the TV Guide Transaction was $1.9 billion,
consisting of the shares of TV Guide Class A and Class B Common Stock
issued to a subsidiary of News Corp. at $9.32 per share, the average
market price of the Company's common stock for a few days before and
after the agreement on the TV Guide Transaction was reached and
announced, $800 million in cash and certain transaction costs. The
cost of the acquisition also included approximately $5.3 million of
severance and contract termination costs, all of which were paid prior
to December 31, 1999. There are no remaining significant
preacquisition contingencies. The purchase price was allocated to
identifiable tangible and intangible assets and liabilities as follows
with the excess of the purchase price over such identifiable assets and
liabilities allocated to goodwill (in thousands).
Assets:
Current assets $ 182,313
Property, plant and equipment 10,000
Intangible assets 2,729,236
Other assets 8,468
----------
2,930,017
Liabilities:
Current liabilities 299,019
Deferred tax liability 650,985
Other long-term liabilities 57,482
----------
Net purchase price $1,922,531
==========
Intangible assets relating to the TV Guide Transaction are
comprised of the following amounts and lives (in thousands):
Acquired subscriber accounts $ 108,800 3 years
Trademarks and patents $ 390,600 17-40 years
Publishing rights $1,265,900 40 years
Goodwill $ 963,936 40 years
Upon closing of the above transactions, the Company's name was
changed from United Video Satellite Group, Inc. to TV Guide, Inc.
50
<PAGE>
Turner Vision Acquisition
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
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 eight years. As a result of the transaction, the Company
recognized a gain of $37.9 million.
ODS Technologies Acquisition
On July 13, 1998, the Company increased its ownership interest in
ODS Technologies, L.P. ("ODS"), a privately held 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 unaudited pro forma financial information reflects
the Company's results of operations for the years ended December 31,
1999 and 1998 as though the TV Guide Transaction, the Turner Vision
acquisition and the ODS Technologies acquisition had been completed as
of January 1, 1998, excluding the gain recognized by the Company as a
result of the Turner Vision acquisition (in thousands, except per
share amounts):
1999 1998
---- ----
Pro forma:
Revenues $1,254,162 $1,272,498
Net income 4,923 61,341
Net income per share:
Basic 0.02 0.20
Diluted 0.02 0.20
Liberty Transaction
On March 1, 1999, the Company issued to Liberty Media 25,500,000
shares of Class B Common Stock in exchange for all of the outstanding
shares of each of three subsidiaries of Liberty Media that together
owned approximately 40% of SNG (bringing the Company's ownership to
80%), a 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.
These 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 the Company and the Liberty Media businesses
were first under common control.
51
<PAGE>
4. Marketable Securities
The Company's marketable securities, all of which are classified
as available-for-sale, as of December 31 are summarized as follows (in
thousands):
1999
----------------------------------------
Gross
Unrealized Estimated
Unamortized Gains Fair
Cost (Losses) Value
----------- ---------- ---------
Equity securities $6,018 $14,705 $20,723
====== ======= =======
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
======== ===== ========
52
<PAGE>
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.
During 1998 the Company realized gains from the sale of marketable
securities of $10.4 million which are included in "Other
income(expense), net".
5. Property, Plant and Equipment
Property, plant and equipment as of December 31 are summarized as
follows (in thousands):
1999 1998
---- ----
Leased transponders $ 37,959 $ 37,959
Land 172 172
Building 2,105 2,103
Building improvements 8,662 4,274
Electronic equipment 43,839 33,708
Equipment and other 84,762 49,453
-------- --------
177,499 127,669
Accumulated depreciation and
amortization (101,754) (81,907)
-------- --------
$ 75,745 $ 45,762
======== ========
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 $26.9 million and $23.3
million at December 31, 1999 and 1998, respectively.
6. Intangible Assets
Intangible assets as of December 31 are summarized as follows (in
thousands):
1999 1998
---- ----
Goodwill $1,085,800 $102,181
Patents 35,945 28,238
Publishing rights 1,265,900 --
Customer lists 108,800 --
Trademarks 387,100 --
Other 2,035 2,035
---------- --------
2,885,580 132,454
Accumulated amortization (130,082) (18,931)
---------- --------
$2,755,498 $113,523
========== ========
53
<PAGE>
7. Income Taxes
Significant components of the Company's deferred tax assets and
liabilities as of December 31 are as follows (in thousands):
1999 1998
---- ----
Deferred tax assets:
Bad debt expense $ 3,110 $ 729
Deferred launch support and
marketing fees 5,281 --
Deferred compensation 84 377
Compensated absences 607 282
Capital lease obligations 781 822
Operating loss carryforwards -- 3,196
Other 203 632
--------- --------
Total deferred tax assets 10,066 6,038
Deferred tax liabilities:
Unrecognized gain on marketable
securities (5,433) --
Book/tax depreciation and
amortization (631,742) (4,482)
Investment in Superstar/
Netlink Group LLC (14,991) (16,652)
Other (688) (373)
--------- --------
Total deferred tax
liabilities (652,854) (21,507)
--------- --------
Net deferred tax liabilities $(642,788) $(15,469)
========= ========
Significant components of the provision for income taxes for the
years ended December 31 are as follows (in thousands):
1999 1998 1997
---- ---- ----
Current:
Federal $ 51,386 $38,353 $33,951
State 4,453 2,794 2,318
-------- ------- -------
55,839 41,147 36,269
Deferred:
Federal (27,045) 16,582 1,992
State (2,402) 1,248 177
-------- ------- -------
(29,447) 17,830 2,169
-------- ------- -------
$ 26,392 $58,977 $38,438
======== ======= =======
54
<PAGE>
The reconciliation of income tax computed at the U.S. federal
statutory tax rate to income tax expense is (in thousands):
1999 1998 1997
---- ---- ----
Tax at statutory rate (35%) $ 15,134 $56,496 $36,836
Minority interest in
consolidated entities not
subject to income taxes (4,577) (32) 149
State taxes, net of federal
benefit 1,331 2,927 1,747
Effect of municipal interest
earned and exempt from
federal tax (552) (1,215) (1,411)
Non-deductible merger costs 1,750 -- --
Non-deductible goodwill
amortization 13,295 780 780
Other 11 21 337
------- ------- -------
$ 26,392 $58,977 $38,438
======== ======= =======
Income taxes paid were approximately $58.8 million, $32.9 million
and $27.6 million for the years ended December 31, 1999, 1998 and 1997,
respectively.
8. Credit Arrangements
On March 1, 1999, the Company issued $400 million in 8 1/8% senior
subordinated notes due 2009 and entered into a $300 million six-year
revolving credit facility and a $300 million 364-day revolving credit
facility with a group of banks. Proceeds from the issuance of the
senior subordinated notes and borrowings of approximately $185 million
under the six-year revolving credit facility were used to fund a
portion of the cash consideration for the TV Guide Transaction. The
364-day revolving credit facility has been extended to mature February
24, 2001 when borrowings outstanding under the credit facility convert
to a four-year term loan. Borrowings under the credit facilities bear
interest (7.7% at December 31, 1999) 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, as defined in the facility. 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. As of December 31, 1999, the Company had
available borrowing capacity under the six-year revolving credit
facility and 364-day revolving credit facility of approximately $84.7
million and $300.0 million, respectively.
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 certain 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 violating the
restrictions in the indenture.
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 (8.25% at December 31, 1999) at the bank's stated prime
rate plus a margin. 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 $3.7 million as of December
31, 1999 and $1.7 million as of December 31, 1998 and are classified as
current liabilities. The credit facility, which was scheduled to
terminate April 30, 1999, was extended until April 30, 2000 and is
secured by substantially all of SSDS's assets. SSDS was not in
compliance with certain financial covenants contained in the credit
agreement at December 31, 1999.
Interest paid by the Company was $31.6 million, $1.7 million and
$2.0 million for the years ended December 31, 1999, 1998 and 1997,
respectively.
55
<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, 1999 are as follows (in thousands):
Capital Operating
Leases Leases
------- ---------
Year ending December 31:
2000 $ 4,740 $22,762
2001 3,400 14,300
2002 2,400 12,751
2003 2,400 11,974
2004 2,400 9,016
Thereafter -- 4,217
------- -------
Total future minimum lease
payments 15,340 75,020
Less amount representing interest
at 7% 2,334 --
Less sublease revenues -- 1,230
------- -------
Net future minimum lease payments 13,006 $73,790
Less current portion 4,016 =======
-------
$ 8,990
=======
Rental expense under noncancellable operating leases amounted to
$26.4 million (net of $1.7 million in sublease revenues), $17.5 million
(net of $1.7 million in sublease revenues) and $16.0 million (net of
$1.8 million in sublease revenues) for the years ended December 31,
1999, 1998 and 1997, respectively.
56
<PAGE>
10. Stock Options and Other Employee Incentive Plans and Agreements
The Company sponsors the TV Guide, Inc. Equity Incentive Plan
under which 16 million shares of TV Guide'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 1 million shares of TV Guide's
Class A Common Stock are authorized to be issued in connection with the
exercise of stock options granted thereunder.
At December 31, 1999, 12.0 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 as of December 31, 1999, 1998
and 1997 and option activity during each of the years in the three year
period ended December 31, 1999 are as follows (in thousands, except
exercise prices):
Weighted-
Average
Exercise
Options Price Exercisable
------- -------- -----------
At January 1, 1997 7,554 2.78 4,956
Granted 1,832 4.27
Exercised (4,177) 2.02
Cancelled (504) 2.94
------
At December 31, 1997 4,705 4.02 1,416
Granted 1,417 8.30
Exercised (509) 3.42
Cancelled (72) 4.71
------
At December 31, 1998 5,541 5.16 2,310
Granted 6,796 17.38
Exercised (684) 4.31
Cancelled (532) 10.74
------
At December 31, 1999 11,121 12.41 2,607
======
57
<PAGE>
The weighted average exercise price of exercisable options as of
December 31, 1999 is $4.32. Exercise prices for all options
outstanding as of December 31, 1999 ranged from $2.00 to $31.73. The
weighted-average remaining contractual life of those options is 8.4
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".
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, 1994 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 1999, 1998
and 1997, respectively: risk-free interest rates of 6.3%, 4.7% and
5.7%; a dividend yield of 0%; volatility factors of the expected market
price of the Company's common stock of .46, .41, and .41; and a
weighted-average expected life of the options of 5 years. The weighted
average estimated fair value of stock options granted during 1999, 1998
and 1997 was $8.49, $3.58 and $3.82, 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):
1999 1998 1997
---- ---- ----
Pro forma net income(loss) $ (5) $100,636 $66,735
Pro forma earnings per
share:
Basic 0.00 0.59 0.39
Diluted 0.00 0.58 0.38
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 for 1998 and 1997
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 $211,000, $464,000 and $427,000
during the years ended December 31, 1999, 1998 and 1997, respectively.
58
<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 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.
On December 17, 1999, 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 December 3, 1999. All per share amounts and
the notes to the financial statements have been adjusted to reflect the
stock split.
12. Employee Benefit Plans
The Company sponsors defined contribution plans (collectively, the
"Plans") which provide most of its employees with the ability to defer
a percentage of their annual compensation subject to certain
limitations. The Company matches 100% of the employee's deferrals up
to a fixed percentage, determined annually, of the employee's annual
compensation. Vesting of the Company's matching contributions begins
at 20% after one full year of service and from the second through the
fifth years, vesting increases by 20% each year until full vesting
occurs. The Company's contributions to the Plans for the years ended
December 31, 1999, 1998 and 1997 were $3.9 million, $1.3 million and
$1.3 million, respectively. The Company does not provide any
postretirement or postemployment benefits.
59
<PAGE>
13. Legal Proceedings
On October 8, 1993, the Company received correspondence from
StarSight Telecast, Inc. ("StarSight"), now a wholly owned subsidiary
of Gemstar International Group Limited ("Gemstar"), bringing to the
Company's attention the existence of three patents and various patent
applications containing claims relating to certain functions performed
by interactive television program 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 the 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 arguments,
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 did not issue a decision on that motion. On February 19,
1999, the 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
for settlement conference purposes prior to the Court entering
additional findings of fact and conclusions of law with respect to the
remaining issues tried. On October 4, 1999, the Company and Gemstar
announced that they had entered into a definitive merger agreement
under which the Company will become a wholly owned subsidiary of
Gemstar. The transaction was approved by the stockholders of both
companies on March 17, 2000, but has not closed pending regulatory
approvals. The Company expects that the litigation with Gemstar and
its affiliates will be dismissed in connection with the closing of the
transaction with Gemstar. In the meantime, this litigation has been
administratively terminated pursuant to an order entered by the Court
on November 24, 1999. If the transaction with Gemstar does not close,
the parties may reopen the proceedings upon a showing of good cause.
The parties are required to advise the Court as to the need to maintain
the administrative closure by August 24, 2000. If the transaction with
Gemstar does not close, there could be no assurance that this
litigation will 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.
60
<PAGE>
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 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, Tele-
Communications, Inc. ("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. On
April 26, 1999, the JPML denied the motion to transfer the action
pending in the Northern District of Oklahoma to another district court
for pretrial proceedings. The JPML also ordered that the cases against
the manufacturers of cable set-top boxes be transferred to the Northern
District of Georgia for pretrial proceedings. On March 22, 1999, the
transferred case in the Northern District of Oklahoma was referred to a
Magistrate Judge for settlement conference purposes. As discussed
above, the Company expects that this litigation will be dismissed in
connection with the closing of the merger transaction with Gemstar. In
the meantime, this litigation has been administratively terminated
pursuant to an order entered by the Court on March 9, 2000. If the
transaction with Gemstar does not close, the parties may reopen the
proceedings upon a showing of good cause. The parties are required to
advise the Court as to the need to maintain the administrative closure
by August 24, 2000. If the transaction with Gemstar does not close,
there could be no assurance that this litigation will 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.
61
<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. The Company has
provided a reserve of $275,000 for certain matters associated with the
State's claim. No provision has been made in the Company's financial
statements for the remainder of the State's claim and the Company has
not collected from its customers or 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. On March 13, 2000,
the Company was awarded complete summary judgment in its favor. The
State has indicated that it plans to appeal the judgment to the
Illinois Appellate Court. While the Company believes that this matter
will not have a material adverse effect on its business, financial
position or results of operations, a complete reversal of the summary
judgment could result in a loss of up to $4.4 million.
By letter dated March 20, 2000 and in other correspondence and
discussions, the broadcast networks and their affiliates have made a
demand for damages against the Company for alleged violations of the
network service restrictions in the "red zone/green zone" plan which
limited the Company's Denver 6 service, and SNG's ability to sell those
network television station signals into certain markets. With the
passage of SHVIA, the Company exercised the option of discontinuing the
"red zone/green zone" agreement and utilizing the exemption for C-band
subscribers to continue distributing distant network signals. The
broadcasters have objected to such termination and have asserted claims
for liquidated damages and other damages as a result of the Company's
determination not to terminate Denver 6 distant network signal
subscribers during the time period from September 1999 through and
after the passage of SHVIA up to the notice of termination. The
Company and the broadcast networks and affiliates have commenced
settlement negotiations. Because these claims are preliminary and
discussions are ongoing, the Company cannot reasonably predict whether
there will be any damages awarded if the broadcast networks and
affiliates commence a proceeding against the Company.
On October 4, 1999, a former employee of ODS, filed a complaint
against that Company in the Los Angeles Superior Court asserting causes
of action for breach of contract and declaratory relief relating to his
employment agreement with ODS and seeking damages. The matter is set
for trial in October 2000. Although discovery has not been completed,
the Company believes the claims are without merit and will vigorously
defend the action in court.
On October 18, 1999, another former employee of ODS filed a
complaint against ODS and the Company in a Florida federal court, which
complaint was amended on November 12, 1999, asserting causes of action
for violations of certain federal statutes governing pension plans and
for equitable estoppel. The amended complaint seeks an unspecified
amount of damages for benefits allegedly due to the plaintiff under his
employment agreement with ODS. Discovery in this proceeding is in a
preliminary stage and ODS and the Company's motion to dismiss the
lawsuit for lack of personal and subject matter jurisdiction is pending
before the Court.
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.
62
<PAGE>
14. Segment Information
The Company categorizes its businesses into three groups for
internal reporting purposes: TV Guide Magazine Group, TV Guide
Entertainment Group and United Video Group. The Company has five
reportable segments: print program listings guide services (TV Guide
Magazine Group); electronic program promotion and guide services (TV
Guide Entertainment Group); and home satellite dish services (SNG),
satellite distribution of video entertainment services (UVTV) and
distribution of interactive sports entertainment services (ODS), all of
which are included in the United Video Group. Segment information
reported in prior years has been reclassified to conform with the
current year presentation. TV Guide Magazine Group distributes TV Guide
magazine to households and newsstands and provides customized monthly
program guides for cable and satellite operators. TV Guide
Entertainment Group markets electronic programming guide and promotion
channels and services to cable television systems and other multi-
channel video programming distributors. United Video Group includes
SNG, which markets and distributes programming to the C-band direct-to-
home satellite dish subscriber market, UVTV, which markets and
distributes to programming distributors certain video and audio
services, and ODS, which produces and distributes to programming
distributors the TVG Network. United Video Group also operates
businesses that provide software development and systems integration
services and satellite transmission services for private networks and
holds certain other investments.
The Company's reportable segments are strategic business units
that offer different products and services. The reportable segments are
measured based on EBITDA (operating income before depreciation and
amortization) including allocated corporate expenses. The Company
accounts for inter-segment sales as if the sales were to third parties
at market prices.
Segment information as of December 31, 1999, 1998 and 1997 and for
each of the years then ended is as follows:
<TABLE>
<CAPTION>
TV TV Guide United United United United
Guide Enter- Video Video Video Video
Magazine tainment Group- Group- Group- Group-
Group Group SNG UVTV ODS Other Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1999
Revenues from external
customers:
Satellite-delivered
programming services $ -- $ 39,670 $390,119 $ 55,460 $ 890 $ 27,218 $ -- $ 513,357
Magazine subscription
and newsstand sales 346,447 -- -- -- -- -- -- 346,447
Advertising sales 165,321 52,179 -- -- -- -- -- 217,500
Systems integration
services -- -- -- -- -- 39,415 -- 39,415
Other 18,586 -- -- -- -- -- -- 18,586
Intersegment revenues 3,128 -- -- 27,207 -- -- (30,335) --
---------- -------- -------- -------- -------- ---------- ----------- ----------
Total revenues 533,482 91,849 390,119 82,667 890 66,633 (30,335) 1,l35,305
Operating expenses,
excluding
depreciation
and amortization 407,289 80,014 317,535 42,063 33,180 62,612 (30,335) 912,358
---------- -------- -------- -------- -------- ---------- ----------- ----------
Operating income (loss)
before depreciation
and amortization $ 126,193 $ 11,835 $ 72,584 $ 40,604 $(32,290) $ 4,021 $ -- 222,947
========== ======== ======== ======== ======== ========== ===========
Depreciation and
amortization (135,965)
Interest expense (43,609)
Other expense, net (134)
----------
Income before income
taxes and minority
interest $ 43,239
==========
Capital expenditures $ 9,953 $ 20,480 $ 551 $ 117 $ 2,079 $ 11,449 $ -- $ 44,629
========== ======== ======== ======== ======== ========== =========== ==========
Segment assets $2,946,159 $ 89,530 $140,135 $ 82,911 $ 32,504 $ 107,307 $ (83,727) $3,314,819
========== ======== ======== ======== ======== ========== =========== ==========
1998
Revenues from external
customers:
Satellite-delivered
programming services $ -- $ 36,473 $414,694 $ 60,725 $ 312 $ 28,428 $ -- $ 540,632
Advertising sales -- 40,349 -- -- -- -- -- 40,349
Systems integration
services -- -- -- -- -- 40,959 -- 40,959
Intersegment revenues -- -- -- 24,016 -- -- (24,016) --
---------- -------- -------- -------- -------- ---------- ----------- ----------
Total revenues -- 76,822 414,694 84,741 312 69,387 (24,016) 621,940
Operating expenses,
excluding
depreciation
and amortization -- 53,562 354,429 40,460 3,453 57,206 (24,016) 485,094
---------- -------- -------- -------- -------- ---------- ----------- ----------
Operating income (loss)
before depreciation
and amortization $ -- $ 23,260 $ 60,265 $ 44,281 $ (3,141) $ 12,181 $ -- 136,846
========== ======== ======== ======== ======== ========== ===========
Depreciation and
amortization (28,227)
Gain on issuance of
equity by subsidiary 37,898
Interest expense (1,629)
Other income, net 16,530
----------
Income before income
taxes and minority
interest $ 161,418
==========
Capital expenditures $ -- $ 5,187 $ 324 $ 191 $ 40 $ 5,373 $ -- $ 11,115
========== ======== ======== ======== ======== ========== =========== ==========
Segment assets $ -- $ 62,261 $129,453 $ 95,565 $ 29,864 $ 127,290 $ (31,927) $ 412,506
========== ======== ======== ======== ======== ========== =========== ==========
1997
Revenues from external
customers:
Satellite-delivered
programming services $ -- $ 32,128 $326,285 $ 57,676 $ -- $ 41,886 $ -- $ 457,975
Advertising sales -- 30,828 -- -- -- -- -- 30,828
Systems integration
services -- -- -- -- -- 41,617 -- 41,617
Intersegment revenues -- -- -- 16,938 -- 518 (17,456) --
---------- -------- -------- -------- -------- ---------- ----------- ----------
Total revenues -- 62,956 326,285 74,614 -- 84,021 (17,456) 530,420
Operating expenses,
excluding
depreciation
and amortization -- 40,548 287,775 30,825 -- 68,752 (17,456) 410,444
---------- -------- -------- -------- -------- ---------- ----------- ----------
Operating income
before depreciation
and amortization $ -- $ 22,408 $ 38,510 $ 43,789 $ -- $ 15,269 $ -- 119,976
========== ======== ======== ======== ======== ========== ===========
Depreciation and
amortization (18,850)
Interest expense (2,122)
Other income, net 6,242
----------
Income before income
taxes and minority
interest $ 105,246
==========
Capital expenditures $ -- $ 6,009 $ 352 $ 42 $ -- $ 3,847 $ -- $ 10,250
========== ======== ======== ======== ======== ========== =========== ==========
Segment assets $ -- $ 45,988 $ 23,180 $ 82,663 $ -- $ 164,156 $ (12,845) $ 303,142
========== ======== ======== ======== ======== ========== =========== ==========
</TABLE>
Revenue from other non-reportable operating segments primarily
includes revenue derived from system integration and software
development services and from satellite transmission services.
Eliminations include inter-segment revenues and expenses and inter-
segment payables and receivables.
63
<PAGE>
15. Quarterly Financial Data (unaudited)
Quarters Ended
--------------------------------------------
March 31 June 30 September 30 December 31
-------- ------- ------------ -----------
(in thousands, except per share amounts)
1999
----
Revenues $201,842 $312,966 $302,631 $317,866
Operating expenses 169,839 282,602 284,428 311,454
Operating income 32,003 30,364 18,203 6,412
Net income (loss) 12,761 9,837 1,318 (19,265)
Earnings (loss)
per share:
Basic 0.06 0.03 0.00 (0.06)
Diluted 0.06 0.03 0.00 (0.06)
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 0.23 0.10 0.12 0.14
Diluted 0.22 0.10 0.12 0.14
The results of operations for the fourth quarter of 1999 include a
provision of $15.2 million to reflect impairment of the Company's
goodwill in SSDS.
64
<PAGE>
16. Gemstar Merger
On October 4, 1999, the Company and Gemstar announced that they
had entered into a definitive merger agreement under which the Company
will become a wholly owned subsidiary of Gemstar. Under the merger
agreement, the Company's stockholders will receive .6573 shares of
Gemstar common stock for each share of TV Guide Class A and Class B
Common Stock. The exchange ratio is not subject to adjustment. The
transaction, which is expected to close in the first half of 2000, has
been approved by the stockholders of both companies but has not closed
pending regulatory approvals.
17. Supplemental Guarantor Information
In connection with the TV Guide Transaction, the Company issued
$400 million in aggregate principal amount of its senior subordinated
notes due 2009, which are not callable until 2004. A group of the
Company's subsidiaries (the "Guarantors") guarantee the senior
subordinated indebtedness. Supplemental condensed combining financial
information of the Company, the Guarantors and the remainder of the
Company's consolidated group (the "Non-Guarantors") is presented below.
Investments in the Non-Guarantors by their parent companies that
are part of the Company 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.
65
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING BALANCE SHEETS
As of December 31, 1999
(In thousands)
The Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Consolidated
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash
equivalents $ -- $ 9,859 $ 83,351 $ -- $ 93,210
Marketable securities,
at fair value -- 20,723 -- -- 20,723
Accounts receivable,
net of allowance
for doubtful
accounts -- 257,199 36,132 -- 293,331
Accounts and notes
receivable from
affiliates -- 87,863 944 (88,807) --
Other current assets -- 26,780 7,258 -- 34,038
---------- ---------- --------- ----------- ----------
Total current
assets -- 402,424 127,685 (88,807) 441,302
Property, plant and
equipment, at cost,
net of accumulated
depreciation and
amortization -- 61,465 14,280 -- 75,745
Intangible assets, net
of accumulated
amortization -- 2,665,890 89,608 -- 2,755,498
Investment in
subsidiaries, at
equity 2,127,998 -- -- (2,127,998) --
Other assets, net of
accumulated
amortization 13,543 27,993 738 -- 42,274
---------- ---------- --------- ----------- ----------
Total assets $2,141,541 $3,157,772 $ 232,311 $(2,216,805) $3,314,819
========== ========== ========= =========== ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ -- $ 68,870 $ 3,700 $ -- $ 72,570
Accounts and notes
payable to
affiliates 36,954 922 50,931 (88,807) --
Accrued liabilities 11,572 72,057 44,032 -- 127,661
Note payable and
current portion
of capital lease
obligations -- 4,016 3,748 -- 7,764
Customer prepayments -- 191,103 99,297 -- 290,400
---------- ---------- --------- ----------- ----------
Total current
liabilities 48,526 336,968 201,708 (88,807) 498,395
Deferred tax liability
and other long-term
liabilities -- 692,797 16,606 -- 709,403
Capital lease
obligations and
long-term debt 615,300 624,290 -- (615,300) 624,290
Minority interest -- -- 2,459 2,557 5,016
Stockholders' equity:
Common stock 3,045 35,696 211 (35,907) 3,045
Other stockholders'
equity 1,474,670 1,468,021 11,327 (1,479,348) 1,474,670
---------- ---------- --------- ----------- ----------
Total stock-
holders' equity 1,477,715 1,503,717 11,538 (1,515,255) 1,477,715
---------- ---------- --------- ----------- ----------
Total liabilities and
stockholders' equity $2,141,541 $3,157,772 $ 232,311 $(2,216,805) $3,314,819
========== ========== ========= =========== ==========
</TABLE>
66
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING BALANCE SHEETS
As of December 31, 1998
(In thousands)
The Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Consolidated
<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 -- 46,475 62,911 (109,386) --
Other current assets -- 2,517 5,462 -- 7,979
--------- -------- -------- --------- --------
Total current
assets -- 179,387 165,300 (110,628) 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 228,082 -- -- (228,082) --
Other assets, net of
accumulated
amortization -- 14,028 5,171 (37) 19,162
-------- -------- -------- --------- --------
Total assets $228,082 $231,796 $291,375 $(338,747) $412,506
======== ======== ======== ========= ========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ -- $ 4,611 $ 2,286 (1,242) $ 5,655
Accounts and notes
payable to
affiliates 28,238 62,911 18,237 (109,386) --
Accrued 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 28,238 94,039 166,800 (110,665) 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 198,990 119,651 110,824 (230,475) 198,990
-------- -------- -------- --------- --------
Total stock-
holders' equity 199,844 120,457 110,872 (231,329) 199,844
-------- -------- -------- --------- --------
Total liabilities and
stockholders' equity $228,082 $231,796 $291,375 $(338,747) $412,506
======== ======== ======== ========= ========
</TABLE>
67
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME
Year Ended December 31, 1999
(In thousands)
The Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Consolidated
<S> <C> <C> <C> <C> <C>
Revenues:
Satellite delivered
programming services $ -- $112,006 $428,558 $ (27,207) $ 513,357
Magazine subscription
and newsstand sales -- 349,575 -- (3,128) 346,447
Advertising sales -- 217,500 -- -- 217,500
Systems integration
services -- -- 39,415 -- 39,415
Other -- 18,586 -- -- 18,586
-------- -------- -------- --------- ----------
-- 697,667 467,973 (30,335) 1,135,305
Operating expenses:
Programming, printing,
distribution and
delivery -- 356,892 302,182 (30,335) 628,739
Selling, general and
administrative -- 160,258 123,361 -- 283,619
Depreciation and
amortization -- 101,240 34,725 -- 135,965
-------- -------- -------- --------- ----------
-- 618,390 460,268 (30,335) 1,048,323
-------- -------- -------- --------- ----------
Operating income -- 79,277 7,705 -- 86,982
Interest expense (42,419) (43,391) (218) 42,419 (43,609)
Other income (expense),
net 47,070 (2,901) 2,767 (47,070) (134)
-------- -------- -------- --------- ----------
Income before income
taxes and minority
interest 4,651 32,985 10,254 (4,651) 43,239
Provision for income
taxes -- (6,037) (20,355) -- (26,392)
Minority interest in
earnings -- -- (14,547) 2,351 (12,196)
-------- -------- -------- --------- ----------
Net income $ 4,651 $ 26,948 $(24,648) $ (2,300) $ 4,651
======== ======== ======== ========= ==========
</TABLE>
68
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME
Year Ended December 31, 1998
(In thousands)
The Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Consolidated
<S> <C> <C> <C> <C> <C>
Revenues:
Satellite delivered
programming 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, printing,
distribution 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
Interest expense -- (1,287) (342) -- (1,629)
Other income, net 102,059 12,253 42,175 (102,059) 54,428
-------- -------- -------- --------- --------
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>
69
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME
Year Ended December 31, 1997
(In thousands)
The Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Consolidated
<S> <C> <C> <C> <C> <C>
Revenues:
Satellite delivered
programming 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, printing
distribution 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
Interest expense -- (1,550) (572) -- (2,122)
Other income, net 67,435 3,314 2,928 (67,435) 6,242
------- -------- -------- -------- --------
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>
70
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS
Year Ended December 31, 1999
(In thousands)
The Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Consoldiated
<S> <C> <C> <C> <C> <C>
Net cash provided by
operating activities $ -- $ 49,801 $ 24,355 $ (132) $ 74,024
Investing activities:
Capital expenditures -- (37,077) (7,659) 107 (44,629)
Investments and
acquisitions, net of
cash acquired (810,297) (13,604) 276 10,297 (813,328)
Purchases of market-
able securities -- (6,049) -- -- (6,049)
Sales and maturities
of marketable
securities -- 5,916 -- -- 5,916
Other -- (2,607) (3,391) (13) (6,011)
--------- -------- -------- -------- ---------
Net cash used in
investing activities (810,297) (53,421) (10,774) 10,391 (864,101)
Financing activities:
Issuance of senior
subordinated notes 400,000 -- -- -- 400,000
Borrowings under notes
and bank credit
facilities 215,300 -- 2,031 -- 217,331
Debt issuance costs (15,114) -- -- -- (15,114)
Repayment of note
payable and capital
lease obligations -- (3,747) (38) 38 (3,747)
Common stock
transactions, net 133,028 -- 10,297 (10,297) 133,028
Contributions from
Liberty Media-Netlink
Wholesale Division -- 6,476 1,495 -- 7,971
Distributions to
minority interests -- -- (12,438) -- (12,438)
Intercompany transfers 76,099 (87,806) 11,707 -- --
Other 984 -- (372) -- 612
--------- -------- -------- -------- ---------
Net cash provided by
(used in) financing
activities 810,297 (85,077) 12,682 (10,259) 727,643
--------- -------- -------- -------- ---------
Net increase (decrease)
in cash and cash
equivalents -- (88,697) 26,263 -- (62,434)
Cash and cash
equivalents at
beginning of year -- 98,556 57,088 -- 155,644
--------- -------- -------- -------- ---------
Cash and cash
equivalents at
end of year $ -- $ 9,859 $ 83,351 $ -- $ 93,210
========= ======== ======== ======== =========
</TABLE>
71
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS
Year Ended December 31, 1998
(In thousands)
The Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Consolidated
<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, net of
cash acquired (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
Media-Netlink
Wholesale Divison -- (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>
72
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS
Year Ended December 31, 1997
(In thousands)
The Guarantor Non-Guarantor
Company Subsidiaries Subsidiaries Eliminations Consolidated
<S> <C> <C> <C> <C> <C>
Net cash provided by
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 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)
Borrowings under bank
credit facilities -- -- 7,446 -- 7,446
Common stock
transactions, net 531 -- -- -- 531
Distributions to
Liberty
Media-Netlink
Wholesale Divison -- (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 decrease 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>
73
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 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 20, 2000 and sets forth their respective ages
and positions with the Company.
Joachim Kiener . . . . . . 46 Chairman; Director; and
Chief Executive Officer
Peter C. Boylan III . . . . 36 President; Director; and
Chief Operating Officer
Charles B. Ammann . . . . . 45 Senior Vice President,
Secretary and
General Counsel
Craig M. Waggy . . . . . . 41 Senior Vice President,
Chief Financial Officer
and Treasurer
Robert R. Bennett . . . . . 41 Director
Chase Carey . . . . . . . . 46 Director
Peter Chernin . . . . . . . 48 Director
Nicholas Donatiello, Jr . . 39 Director
Gary S. Howard . . . . . . 49 Director
Larry E. Romrell . . . . . 60 Director
J. David Wargo . . . . . . 46 Director
74
<PAGE>
Set forth below is a description of the backgrounds of such
persons:
Joachim Kiener has been Chairman of the Board and Chief Executive
Officer of the Company since June 1999 and a Director of the Company
since March 1999. Mr. Kiener served as President of the Company from
March 1999 to June 1999. Mr. Kiener was President and Chief Operating
Officer of News America Publishing Group, a division of News Corp.,
from March 1998 to March 1999. 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.
Peter C. Boylan III has been President and Chief Operating Officer
of the Company since June 1999 and a Director of the Company since July
1995. Mr. Boylan served as Executive Vice President of the Company from
March 1999 to June 1999; President of the Company from August 1997 to
March 1999; Chief Operating Officer of the Company from December 1996
to March 1999 and Executive Vice President and Chief Financial Officer
of the Company from October 1994 to December 1996. Mr. Boylan is also
an advisory director of BOK Financial Corporation.
Charles B. Ammann joined the Company in January 1996 as Senior
Vice President, Secretary and General Counsel. 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. Prior to joining the Company,
he was with Ernst & Young LLP.
75
<PAGE>
Robert R. Bennett has been a Director of the Company since
February 1998 and has been President and Chief Executive Officer of
Liberty Media 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 April 1997 to March
1999, Mr. Bennett was also Executive Vice President of TCI. From June
1995 through March 1997, Mr. Bennett was the Executive Vice President
and the Chief Financial Officer, Secretary and Treasurer of Liberty
Media. Mr. Bennett served as Senior Vice President of Liberty Media
from September 1991 through June 1995. Mr. Bennett is a director of
Liberty Media Corporation, Liberty Digital, Inc. and Teligent, 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
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, Inc., NDS Group plc 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.
Nicholas Donatiello, Jr. has been a Director of the Company since
June 1999 and has been the President and Chief Executive Officer of
Odyssey Ventures, Inc, which is the general partner of Odyssey, L.P.
since September 1993. Odyssey, L.P. is principally engaged in
conducting market research of consumer practices and views relating to
present and future at-home entertainment, information, communication
and commerce.
76
<PAGE>
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 was an
Executive Vice President of TCI from December 1997 through March 1999.
He has been Executive Vice President and Chief Operating Officer of
Liberty Media 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. Mr. Howard is a director of Liberty Media Corporation,
Liberty Digital, Inc., TCI Satellite Entertainment, Inc. and Teligent,
Inc.
Larry E. Romrell has been a director of the Company since July
1999 was an Executive Vice President of TCI from January 1994 to March
1999. He is currently a consultant to AT&T Broadband and Internet
Services. Mr. Romrell had served as Executive Vice President and Chief
Executive Officer of TCI Business Alliance and Technology Co., Inc., a
subsidiary of TCI, since February 1998, a Senior Vice President of
Ventures LLC since December 1997. Mr. Romrell served as a Senior Vice
President of TCIC from 1991 to September 1994. Currently, Mr. Romrell
is a director of General Communications, Inc., Liberty Media and
Guaranty Bank & Trust Company.
J. David Wargo has been a director of the Company since July 1999
and has been President of Wargo & Company, a private investment company
specializing in the communications industry, since January 1993. Mr.
Wargo is a director of On Command Corporation and Liberty Digital, Inc.
There are no family relationships among any of the directors and
executive officers of the Company.
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.
77
<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, 1999, 1998 and 1997, 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>
Joachim Kiener (4) 1999 $634,231 $515,000 2,121,376 $24,024
Chairman of the Board and 1998 -- -- -- --
Chief Executive Officer 1997 -- -- -- --
Peter C. Boylan III 1999 $727,936 (5) $475,000 2,121,376 $42,863
President and 1998 $406,637 $325,000 400,000 $40,560
Chief Operating Officer 1997 $323,091 $256,300 344,000 $16,025
Charles Butler Ammann 1999 $220,500 $120,000 70,000 $14,188
Senior Vice President, 1998 $204,000 $115,000 80,000 $16,523
Secretary and General Counsel 1997 $180,000 $ 78,000 -- $ 7,843
Craig M. Waggy 1999 $195,833 $120,000 100,000 $13,095
Senior Vice President, 1998 $150,000 $115,000 100,000 $14,017
Chief Financial Officer 1997 $115,667 $ 77,000 72,000 $ 5,371
and Treasurer
Anthea Disney (6) 1999 $230,769 $ 82,176 -- $20,950
Former Chairman of the Board 1998 -- -- -- --
and Chief Executive Officer 1997 -- -- -- --
Gary S. Howard (7) 1999 -- -- -- --
Former Chairman of the Board 1998 $275,000 -- -- --
and Chief Executive Officer 1997 $215,480 $174,300 400,000 --
</TABLE>
(1) The positions shown represent the positions held by such persons
at the end of 1999.
(2) All grants for 1999, 1998 and 1997 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) 1999 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. Kiener, $18,747 and
$2,277; Mr. Boylan, $41,547 and $807; Mr. Ammann, $13,680 and
$402; Mr. Waggy, $12,651 and $354 and Ms. Disney, $18,450 and
$2,500.
(4) Mr. Kiener joined TV Guide on March 1, 1999 as President and was
appointed Chairman of the Board and Chief Executive Officer on
July 1, 1999. The amounts represent the amounts TV Guide
reimbursed The News Corporation Limited for payments by News Corp.
to Mr. Kiener for services provided to TV Guide, except for
$475,000 of the bonus, which was paid directly by TV Guide.
(5) Includes additional amounts payable for 1999 under the employment
agreement Mr. Boylan entered into effective as of March 1, 1999.
See "--Employment Agreements."
(6) Ms. Disney joined TV Guide on March 1, 1999 and served as Chairman
of the Board and Chief Executive Officer until July 1, 1999. The
amounts presented represent the amounts TV Guide reimbursed News
Corp. for payments by News Corp. to Ms. Disney for services
provided to TV Guide.
(7) Mr. Howard joined the Company on June 1, 1997 and served as
Chairman of the Board and Chief Executive Officer until March 1,
1999. The amounts presented represent the amounts TV Guide
reimbursed Tele-Communications, Inc. for payments to Mr. Howard
for services provided to TV Guide.
78
<PAGE>
The following table sets forth information concerning options
granted in 1999 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>
Joachim Kiener (2) 600,000 8.8% $12.50 02-28-09 $ 4,716,709 $11,953,068
1,521,376 22.4% $21.93 09-30-09 $20,982,299 $53,173,266
Peter C. Boylan III (2) 600,000 8.8% $12.50 02-28-09 $ 4,716,709 $11,953,068
1,521,376 22.4% $21.93 09-30-09 $20,982,299 $53,173,266
Charles Butler Ammann 70,000 1.0% $14.28 02-28-09 $ 628,698 $ 1,593,244
(2)
Craig M. Waggy (2) 100,000 1.5% $14.28 02-28-09 $ 898,140 $ 2,276,063
Anthea Disney -- -- -- -- -- --
Gary S. Howard -- -- -- -- -- --
</TABLE>
(1) Computation includes 30,000 options granted under the TV Guide,
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.
79
<PAGE>
The following table sets forth information concerning options
exercised in 1999 and outstanding options held by the Named Executive
Officers as of December 31, 1999:
<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, 1999 (#) DECEMBER 31, 1999 ($) (#)
NAME EXERCISE (#) REALIZED ($) EXERCISABLE / UNEXERCISABLE EXERCISABLE / UNEXERCISABLE
<S> <C> <C> <C> <C>
Joachim Kiener -- -- -- / 2,121,376 $ -- / $50,355,392
Peter C. Boylan III 35,170 $518,325 1,246,808 / 2,887,776 $48,808,424 / $78,473,190
Charles Butler Ammann -- -- 49,600 / 156,400 $ 1,894,800 / $ 5,123,513
Craig M. Waggy 16,000 $295,504 66,400 / 245,600 $ 2,520,550 / $ 8,227,575
Anthea Disney -- -- -- / -- $ -- / $ --
Gary S. Howard -- -- 160,000 / 240,000 $ 6,215,000 / $ 9,322,500
</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,
1999 ($43.00), less the exercise price.
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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
820,000 shares of Class A Common Stock to be issued pursuant to the
exercise of options granted under the Directors Plan.
Employment Agreements
Mr. Kiener. The Company and Mr. Kiener entered into a new
employment agreement effective March 1, 1999, for a term of four years
expiring March 1, 2003. Upon completion of the merger of TV Guide with
Gemstar, the term of the agreement will be extended automatically to
the sixth anniversary of the completion of the merger. Thereafter, the
employment agreement will be renewed automatically for a term of three
additional years unless either party elects not to renew. If the
employment agreement is not renewed or if the terms of the renewal are
not agreed upon, failure to renew or agree will be treated as a
termination without cause as described below.
The employment agreement provides for Mr. Kiener to serve as
Chairman of the Board and Chief Executive Officer of the Company until
completion of the merger with Gemstar, at which time he will serve as
Co-President and Co-Chief Operating Officer of Gemstar, which will
change its name to TV Guide International, Inc. ("TV Guide
International"), member of the Office of the Chief Executive of
TV Guide International, and Chairman and Chief Executive Officer of
certain TV Guide business divisions. Mr. Kiener's annual base salary
is $850,000, which will increase to $875,000 upon completion of the
merger. The base salary will be increased annually by any percentage
increase in the Consumer Price Index. The employment agreement
provides for an annual incentive bonus at a target amount of 50% of
Mr. Kiener's annual base salary in effect on the last day of the
applicable compensation period. The actual amount of the bonus will be
based on criteria to be determined each year by mutual agreement of
Mr. Kiener and the Compensation Committee of TV Guide's Board of
Directors until completion of the merger and thereafter the Chief
Executive Officer of TV Guide International. Mr. Kiener is guaranteed
an annual incentive bonus of not less than $150,000 for any
compensation period commencing prior to completion of the merger.
There will be no guaranteed minimum bonus after completion of the
merger.
TV Guide has previously granted Mr. Kiener options to acquire
600,000 shares of its Class A Common Stock at $12.50 per share vesting
one-fifth each year on March 1 of years 2000 through 2004. If the
merger with Gemstar occurs, the employment agreement provides that
options to acquire 400,000 of such shares will vest and become
immediately exercisable on the date of the merger closing, and the
options to acquire the remaining 200,000 shares, subject to other
accelerated vesting provisions in the option grant agreement itself,
will vest and become exercisable ratably (one-fifth each year) on
March 1 of years 2000 through 2004. On October 1, 1999, TV Guide
granted Mr. Kiener options to acquire 1,521,376 shares of its Class A
Common Stock at $21.93 per share. These options will first vest and
become fully exercisable one day prior to the tenth anniversary of the
date of grant if Mr. Kiener is then employed by the Company. However,
if the merger with Gemstar occurs, the employment agreement provides
that these options will vest and become exercisable ratably (one-sixth
per year) on each of the first through the sixth anniversaries of the
merger closing, subject to the accelerated vesting provisions of the
option grant agreement itself. Upon the occurrence of the merger with
Gemstar, all the options will convert to options to purchase shares of
TV Guide International's common stock with the number of shares
issuable and the option price adjusted according to the terms of the
merger agreement with Gemstar.
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<PAGE>
Termination "without cause", "constructive termination" or a
"change of control" (as defined in the employment agreement) prior to
the closing of the merger with Gemstar will entitle Mr. Kiener to
receive his annual base salary in effect on the date of termination and
minimum annual guaranteed bonus ($150,000) for the remainder of the
term of employment under the employment agreement, and he will be
entitled to continue, without charge, his participation in the
additional benefits provided for in the employment agreement (such as
participation in medical, disability and life insurance plans) for the
remainder of the term of employment under the employment agreement.
All stock options and other stock incentive awards previously granted
to him will immediately vest in full and will become fully exercisable,
and all stock options and other stock incentive awards will remain
fully exercisable, for the earlier of ten years from the date of grant
or five years following termination of employment.
Termination without cause or constructive termination after the
occurrence of the merger with Gemstar will entitle Mr. Kiener to a lump
sum payment equal to the greater of three times his annual base salary
or the amount equal to the product of his annual base salary multiplied
by the number of years remaining (rounded up) in the term of his
employment under the employment agreement and to continuation of the
additional benefits provided for in the employment agreement (such as
participation in medical, disability and life insurance plans) for
60 months from the last date of employment. All stock options and
other stock incentive awards previously granted to him will immediately
vest in full and become fully exercisable for their full term, and all
previously vested stock options and other stock incentive awards will
remain fully exercisable for their full term.
The definition of "change of control" in the employment agreement
broadens upon the occurrence of the merger with Gemstar, and the event
of a change of control will entitle Mr. Kiener to terminate his
employment within 90 days after notice of a change of control and
receive a lump sum payment of five times his current annual base salary
and continuation of all other elements of his compensation for
60 months from the last date of employment. All unvested stock options
and other stock incentive awards previously granted to Mr. Kiener will
immediately vest in full, and those options and awards and all
previously vested stock options and other stock incentive awards will
remain fully exercisable for their full term. Certain payments made to
Mr. Kiener upon a "change of control" will be increased to offset the
effect of certain adverse tax consequences which may be caused by such
payments.
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At any time after September 1, 2000, if the merger with Gemstar
has occurred, Mr. Kiener will be entitled to terminate his employment
under the employment agreement without reason upon six months prior
notice and receive a lump sum payment equal to his then current annual
base salary. Upon such termination, all stock options and other stock
incentive awards previously granted and then remaining unvested will be
forfeited, and all previously vested stock options and other stock
incentive awards shall, if the merger with Gemstar has occurred, remain
fully exercisable for their full term and, if the merger with Gemstar
has not occurred, shall remain exercisable for a period of three months
following such termination (but in no event for longer than their
term).
Mr. Boylan. The Company and Mr. Boylan entered into a new
employment agreement effective March 1, 1999, with terms and provisions
identical to those in the new employment agreement between the Company
and Mr. Kiener discussed above in the immediately preceding seven
paragraphs, except that: (1) Mr. Boylan's position at the Company
prior to completion of the merger is President and Chief Operating
Officer; (2) after completion of the merger, Mr. Boylan will be Co-
President and Co-Chief Operating Officer of TV Guide International,
member of the Office of the Chief Executive of TV Guide International,
and Chairman and Chief Executive Officer of certain other TV Guide
business divisions; (3) Mr. Boylan's annual base salary is $750,000,
and it will not increase as a result of the merger; and (4) Mr. Boylan
is not entitled to any guaranteed minimum annual incentive bonus either
before or after completion of the merger.
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
1999, each of Messrs. Lawrence Flinn, Jr., J. David Wargo, Leo J.
Hindery, Jr., Robert R. Bennett, Chase Carey, Peter Chernin and Gary S.
Howard served as members of the Compensation Committee during all or
part of the year. Mr. Howard was Chairman of the Board and Chief
Executive Officer of TV Guide before he served as a member of the
Compensation Committee.
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
1999, each of Messrs. Bennett, Carey, Chernin and Wargo served as
members of the Special Compensation Committee during all or part of the
year.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information as of March 20,
2000, 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, 1999; 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 Common
Beneficial Owner Shares Class Shares Class Stock
- ---------------- ------ ------- ------ ------- -----------
Liberty Media
Corporation (1) 58,075,040 37.5% 74,993,176 50% 48.8%
The News Corporation
Limited (2) 58,075,040 37.5% 74,993,176 50% 48.8%
Joachim Kiener (3) 120,000 * -- -- *
Peter C. Boylan III(4) 1,670,872 1.1% -- -- *
Charles Butler Ammann
(5) 90,800 * -- -- *
Craig M. Waggy (6) 148,000 * -- -- *
Robert R. Bennett (7) 24,000 * -- -- *
Chase Carey -- -- -- -- --
Peter Chernin -- -- -- -- --
Nicholas Donatiello,
Jr. -- -- -- -- --
Gary S. Howard (8) 160,000 * -- -- *
Larry E. Romrell (9) 48,000 * -- -- *
J. David Wargo (9) 48,000 * -- -- *
All Directors and
Executive Officers
as a Group
(11 persons)(10) 2,309,672 1.5% -- -- *
- ---------
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<PAGE>
NOTES:
* Less than 1%
(1) The address for Liberty Media Corporation is 9197 South Peoria
Street, Englewood, Colorado 80112. Liberty Media holds shares of
common stock indirectly through its subsidiaries Liberty UVSG,
Inc. and Liberty TVGIA, Inc. Liberty Media is a subsidiary of
Tele-Communications, Inc., which in turn is a subsidiary of AT&T
Corp.
(2) The Class A Common Stock and Class B Common Stock reported as
beneficially owned by The News Corporation Limited are directly
owned by TVG Holdings, Inc., an indirect subsidiary of News
Corp. and a direct subsidiary of News Publishing Australia
Limited. Each of News Corp. and News Publishing Australia
Limited, as persons who may be deemed to control TVG Holdings,
Inc., 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 Officer of
News Corp., Mr. Murdoch may be deemed to control the operations of
News Corp. The address of TVG Holdings, Inc. 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 News Publishing Australia Limited is 1300 North
Market Street, Suite 404, Wilmington, Delaware 19801; and the
address of Mr. Murdoch is 1211 Avenue of the Americas, New York,
New York 10036.
(3) Includes 120,000 shares of Class A Common Stock subject to
presently exercisable options.
(4) Includes 1,446,808 shares of Class A Common Stock subject to
presently exercisable options and 188,800 shares of Class A
Common Stock subject to options that will become exercisable
within 60 days.
(5) Includes 90,800 shares of Class A Common Stock subject to
presently exercisable options.
(6) Includes 117,600 shares of Class A Common Stock subject to
presently exercisable options and 14,400 shares of Class A
Common Stock subject to options that will become exercisable
within 60 days.
(7) Includes 24,000 shares of Class A Common Stock subject to
presently exercisable options.
(8) Includes 160,000 shares of Class A Common Stock subject to
presently exercisable options.
(9) Includes 36,000 shares of Class A Common Stock subject to
presently exercisable options and 12,000 shares of Class A Common
Stock subject to options that will become exercisable within 60
days.
(10) Includes 2,031,208 shares of Class A Common Stock subject
to presently exercisable options and 227,200 shares of Class A
Common Stock subject to options that will become exercisable
within 60 days.
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<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Stockholders Agreement. AT&T Broadband and Internet Services
(formerly Tele-Communications, Inc.) ("AT&T Broadband"), Liberty Media,
TCI Holdings, News Corp., TVG Holdings, Inc. and the Company entered
into a Stockholders Agreement dated March 1, 1999, 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.
Parent Agreement. News Corp., AT&T Broadband 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
AT&T Broadband (or a controlled affiliate of AT&T Broadband) 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 direct-to-home guide magazines. In the case of the
carriage/marketing agreement between the Company and AT&T Broadband,
such agreement would include, among other terms and conditions as the
parties may mutually agree upon, AT&T Broadband or its affiliate's
agreement to convert TVSM monthly magazines for cable systems
controlled by AT&T Broadband to weekly magazines, and as consideration
therefor, the agreement of a subsidiary of News Corp. to pay AT&T
Broadband or its designee an aggregate sum of $10 million upon such
conversion being effected. The agreements entered into pursuant to the
Parent Agreement to date are limited to those described below.
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Continuing Services. As long as News Corp. beneficially owns in
the aggregate at least 12.5% of the Class B Common Stock of the
Company, News Corp. is obligated 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 Media
entered into programming and affiliation agreements with Satellite
Services, Inc., a subsidiary of AT&T Broadband ("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
AT&T Broadband's cable systems. Pursuant to the Parent Agreement, as
described above, News Corp., AT&T Broadband 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 AT&T Broadband's
controlled affiliates to carry TV Guide Interactive.
AT&T Broadband and its consolidated affiliates purchased video
entertainment, program promotion and guide services from the Company
totaling $14.4 million during 1999. The Company purchased $25.0 million
and $18.0 million of programming and production services from Liberty
Media and its consolidated affiliates and News Corp. and its
consolidated affiliates, respectively, during 1999.
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., AT&T Broadband 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, AT&T Broadband sold to the Company all of AT&T Broadband'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 ten months ended December 31, 1999,
the Company earned approximately $21.4 million of advertising revenues
from News Corp. affiliates.
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<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 39, are filed as part of this annual report.
2. EXHIBITS - The exhibits listed in the Index to Exhibits,
which appears on pages 90 through 91, are filed as a
part of this annual report.
(b) REPORTS ON FORM 8-K
On December 30, 1999, the Company filed a report on Form 8-K which
contains information which supercedes information included in
the Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
No other reports on Form 8-K were filed during the fourth quarter
of 1999.
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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, 1999:
Allowance for
doubtful
accounts $2,917 13,972 7,694 (1) 6,186 $18,397
Year ended
December 31, 1998:
Allowance for
doubtful
accounts 2,965 959 -- 1,007 2,917
Year ended
December 31,1997:
Allowance for
doubtful
accounts 2,535 701 -- 271 2,965
(1) Amount represents the allowance for doubtful accounts
recorded as part of the allocation of purchase price to the
assets and liabilities acquired in the TV Guide Transaction.
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<PAGE>
TV GUIDE, INC.
INDEX TO EXHIBITS
Exhibit
No. Exhibit Description
3.1 Restated Certificate of Incorporation (5)
3.1.1 Certificate of Amendment to Restated Certificate of
Incorporation (6)
3.1.2 Certificate of Amendment to Restated Certificate of
Incorporation (8)
3.2 Amended and Restated Bylaws (8)
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
4.3 Indenture between the Company and The Bank of New York,
as trustee, dated March 1, 1999 (12)
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. (7)
10.4 * Amended and Restated Stock Option Plan for Non-Employee
Directors (6)
10.5 * 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(4)
10.6 Letter Agreement effective as of June 10, 1998 among The News
Corporation Limited, Tele-Communications Inc. and the
Company (10)
10.7 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)
10.8 Share Exchange Agreement among the Company, TVG Holdings,
Inc. and News America Incorporated, dated as of
June 10, 1998 (9)
10.9 Amended and Restated Stock Purchase Agreement between the
Company and Liberty Media Corporation, dated as of May 18,
1998 (9)
10.10 Facility A Loan Agreement for $300,000,000 Revolving Credit
Facility among the Company and various Financial
Institutions (11)
10.10.1** First Amendment and Waiver to Facility A Loan Agreement among
the Company and various Financial Institutions dated as
of February 25, 2000
10.11 Facility B Loan Agreement for $300,000,000 364-day Credit
Facility among the Company and various Financial
Institutions (11)
10.11.1** First Amendment and Waiver to Facility B Loan Agreement among
the Company and various Financial Institutions dated as
of February 25, 2000
10.12 Agreement and Plan of Merger dated as of October 4, 1999
among the Company, Gemstar International Group Limited and
G Acquisition Subsidiary Corp. (13)
10.12.1 Amendment to Agreement and Plan of Merger dated as of
February 7, 2000 among the Company, Gemstar International
Group Limited and G Acquisition Subsidiary Corp. (13)
10.13 Voting Agreement dated as of October 4, 1999 between the
Company and Henry C. Yuen (14)
10.14 Voting Agreement dated as of October 4, 1999 between the
Company and Elsie Ma Leung (13)
10.15 Voting Agreement dated as of October 4, 1999 between the
Company and Dynamic Core Holdings Limited (15)
10.16 Voting Agreement dated as of October 4, 1999 between the
Company and THOMSON multimedia S.A. (13)
10.17* Employment Agreement between the Company and Joachim Kiener
(13)
10.18* Employment Agreement between the Company and Peter C. Boylan
III (13)
10.19 Option Agreement dated as of October 4, 1999 between TV Guide
and Gemstar International Group Limited with respect to
Gemstar Stock (13)
10.20 Option Agreement dated as of October 4, 1999 between TV Guide
and Gemstar International Group Limited with respect to
the Company's stock (13)
12.0** Computation of Ratio of Earnings to Fixed Charges
21.1** List of Subsidiaries of the Company
23.1** Consent of KPMG LLP
27.1** Financial Data Schedule
- ---------------
* Management Compensation Plan
** Filed herewith
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(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 quarterly
report on Form 10-Q for the quarter ended September 30, 1995;
Commission File Number 0-22662.
(5) Incorporated herein by reference from the Company's report on
Form 8-K dated January 25, 1996; Commission File Number 0-22662.
(6) Incorporated herein by reference from the Company's report on
Form 10-Q for the period September 30, 1998; Commission File
Number 0-22662.
(7) 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.
(8) Incorporated herein by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1998;
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.
(11) Incorporated herein by reference from the Company's report on
Form 10-Q for the period ended March 31, 1999; Commission File
Number 0-22662.
(12) Incorporated herein by reference from the Company's Registration
Statement on Form S-4 filed May 14, 1999; Registration Number
333-78535.
(13) Incorporated herein by reference from the report on Form 8-K
of Gemstar International Group Limited, Commission File Number
0-26878, filed February 8, 2000.
(14) Incorporated herein by reference from Exhibit 1 to Schedule
13D/A, filed January 5, 2000, with respect to ownership of
securities of Gemstar International Group Limited.
(15) Incorporated herein by reference from Exhibit 1 to Schedule 13D,
filed January 5, 2000, with respect to ownership of securities
of Gemstar International Group Limited.
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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 24, 2000 By: /s/ Peter C. Boylan III
-------------------------------
Peter C. Boylan III
President and
Chief Operating Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
Signature Title/Position Held Date
/s/ Joachim Kiener
- ----------------------------
Joachim Kiener Director; Chairman; March 24, 2000
and Chief Executive
Officer
/s/ Peter C. Boylan III
- ----------------------------
Peter C. Boylan III Director; President; March 24, 2000
and Chief Operating
Officer
/s/ Craig M. Waggy
- ----------------------------
Craig M. Waggy Senior Vice President, March 24, 2000
Chief Financial Officer
and Treasurer (Principal
Accounting Officer)
/s/ Robert R. Bennett
- ----------------------------
Robert R. Bennett Director March 24, 2000
/s/ Chase Carey
- ----------------------------
Chase Carey Director March 24, 2000
/s/ Peter Chernin
- ----------------------------
Peter Chernin Director March 24, 2000
/s/ Nicholas Donatiello, Jr.
- ----------------------------
Chase Carey Director March 24, 2000
/s/ Gary S. Howard
- ----------------------------
Gary S. Howard Director March 24, 2000
/s/ Larry E. Romrell
- ----------------------------
Larry E. Romrell Director March 24, 2000
/s/ J. David Wargo
- ----------------------------
J. David Wargo Director March 24, 2000
92
<PAGE>
FIRST AMENDMENT AND WAIVER TO
FACILITY A LOAN AGREEMENT
THIS FIRST AMENDMENT AND WAIVER TO FACILITY A LOAN AGREEMENT (this
"Amendment"), dated as of the 25th day of February, 2000 (the "Amendment Date"),
by and among TV GUIDE, INC. (f/k/a United Video Satellite Group, Inc.), a
Delaware corporation (the "Borrower"), the LENDERS (as defined in the Loan
Agreement defined below) signatory hereto and BANK OF AMERICA, N.A. (f/k/a Bank
of America National Trust and Savings Association), as administrative agent (the
"Administrative Agent") for the Lenders (as defined in the Loan Agreement
defined below);
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower, the Lenders and the Administrative Agent are
parties to that certain Facility A Loan Agreement for $300,000,000 Revolving
Credit Facility dated as of March 1, 1999 (as hereinafter and herewith amended
from time to time, the "Loan Agreement");
WHEREAS, the Borrower has informed the Lenders and the Administrative
Agent that it intends to consummate a merger with Gemstar International Group
Limited ("Gemstar") or a wholly-owned subsidiary of Gemstar ("Gemstar Merger");
WHEREAS, the Borrower has requested that the Required Lenders, and the
Required Lenders have agreed to, on the terms and subject to the conditions set
forth herein, in connection with the Gemstar Merger, amend and waive compliance
with certain provisions of the Loan Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree that all capitalized terms used herein shall have the
meanings ascribed thereto in the Loan Agreement as amended hereby and further
agree as follows:
1. Amendments to Loan Agreement.
(a) Amendments to Article 1.
(i) Article 1 of the Loan Agreement,
Definitions, is hereby amended by deleting the definition of "Change of Control"
in its entirety and substituting in lieu thereof the following:
"'Change of Control' shall mean any change in the ownership of
the Borrower that results in the Parent owning, directly or
indirectly, in the aggregate less than a majority of all
voting rights (after giving effect to any member's agreement
or voting trust agreements) and economic rights with respect
to the Capital Stock of the Borrower (including, without
limitation, warrants, options, conversion rights,
<PAGE>
voting rights and calls or claims of any character with
respect thereto, to the extent exercisable prior to
repayment in full of the Obligations)."
(ii) Article 1 of the Loan Agreement,
Definitions, is hereby further amended by adding the following new definition of
"Parent" thereto in appropriate alphabetical order:
"`Parent' shall mean, Gemstar International Group Limited, a
Delaware corporation."
(b) Amendments to Article 5. Section 5.4 of the Loan
Agreement, General Covenants, is hereby amended by deleting the existing section
in its entirety and substituting in lieu thereof the following text:
"Section 5.4 Accounting Methods and Financial Records. The
Borrower will, and will cause each of its Restricted
Subsidiaries on a consolidated and consolidating basis to,
maintain a system of accounting established and administered
in accordance with GAAP, and will keep adequate records and
books of account in which complete entries will be made in
accordance with GAAP and reflecting all transactions required
to be reflected by GAAP and keep accurate and complete records
of their respective properties and assets. The Borrower and
its Restricted Subsidiaries will maintain a fiscal year ending
on March 31 unless otherwise agreed by all of the Arrangers."
(c) Amendments to Article 6.
(i) Amendment to Section 6.1. Section 6.1 of
the Loan Agreement, Quarterly Financial Statements and Information, is hereby
amended by deleting it in its entirety and by substituting the following in lieu
thereof:
"Section 6.1 Quarterly Financial Statements and Information.
Within forty-five (45) days after the last day of each of the
first three (3) quarters in each fiscal year, the unaudited
consolidated and consolidating balance sheet of the Borrower
and its Subsidiaries as of the end of such quarter, and the
related unaudited consolidated and consolidating statement of
operations and related unaudited consolidated statement of
cash flows of the Borrower and its Subsidiaries for the
elapsed portion of the year ended with the last day of such
quarter, certified by an Authorized Signatory of the Borrower
to have been prepared in accordance with GAAP and, in his or
her opinion, present fairly the financial position of the
Borrower and its Subsidiaries, as of the end of such period
and the results of operations for such period, and for the
elapsed portion of the year ended with the last day of such
period, subject only to normal year-end adjustments; provided
that, the information provided pursuant to this section shall
include a management analysis of the Borrower and its
Subsidiaries."
2
<PAGE>
(ii) Amendment to Section 6.2. Section 6.2 of
the Loan Agreement, Annual Financial Statements and Information; Certificate of
No Default, is hereby amended by deleting the existing section in its entirety
and substituting in lieu thereof:
"Section 6.2 Annual Financial Statements and Information;
Certificate of No Default. Within ninety (90) days after the
end of each fiscal year the audited consolidated balance sheet
of the Borrower and its Subsidiaries and the related audited
consolidated statements of operations and related audited
consolidated statements of cash flows of the Borrower and its
Subsidiaries for such fiscal year and set forth in comparative
form such figures as of the end of and for the previous fiscal
year, all in reasonable detail (which shall include a
management analysis of the Borrower and its Subsidiaries), and
in each case prepared in accordance with GAAP throughout the
periods involved and shall be certified by independent
certified public accountants of recognized national standing
which certification shall (a) be accompanied by the opinion of
such accountants without reservation or exception as to the
scope of their audit, (b) state that the examination by such
accountants in connection with the financial statements has
been made in accordance with generally accepted auditing
standards, (c) include the opinion of such accountants that
such financial statements have been prepared in accordance
with GAAP, except as otherwise specified in such opinion, and
(d) stating that, in making the examination necessary for
their audit of the financial statements of the Borrower for
such year, nothing came to their attention of a financial or
accounting nature that caused them to believe that the
Borrower was not in compliance with the terms, covenants,
provisions or conditions of this Agreement, or that there
shall have occurred any condition or event which would
constitute a Default or, if so, specifying all such instances
of non-compliance and the nature and status thereof."
2. Waiver. The Gemstar Merger is prohibited by Section 7.5(b) of the
Loan Agreement and the Borrower has requested that the Required Lenders waive
compliance therewith in connection with the Gemstar Merger. Furthermore, in
connection with the Gemstar Merger, the holders of the Borrower's 8 1/8% Senior
Subordinated Notes (the "Subordinated Notes") will have the right to require the
Borrower to repurchase such Subordinated Notes ("Subordinated Note Redemption")
and the Borrower has requested that the Required Lenders waive compliance with
Section 7.14 of the Loan Agreement in order to permit the Borrower to redeem
such Subordinated Notes. The Required Lenders hereby waive compliance with
Sections 7.5(b) and 7.14 of the Loan Agreement in connection with the Gemstar
Merger and the Subordinated Note Redemption, respectively. The Required Lenders
hereby further agree that, for the purposes of calculating Fixed Charges under
the Loan Agreement, the amounts paid in connection with the Subordinated Note
Redemption shall be deemed not to be scheduled principal payments of
Indebtedness for Money Borrowed.
3. Representations and Warranties. The Borrower hereby
represents and warrants to and in favor of the Administrative Agent and the
Lenders as follows:
3
<PAGE>
(a) Each representation and warranty as set forth in Article 4
of the Loan Agreement, as amended hereby, is hereby restated and affirmed as
true and correct in all material respects as of the date hereof, except to the
extent previously fulfilled in accordance with the terms of the Loan Agreement,
as amended hereby, and to the extent relating specifically to the Agreement
Date, or is otherwise inapplicable;
(b) The Borrower has the corporate power and authority (i) to
enter into the Amendment and (ii) to do all acts and things as are required or
contemplated hereunder to be done, observed and performed by it;
(c) This Amendment has been duly authorized, validly executed
and delivered by one or more Authorized Signatories of the Borrower, and each of
this Amendment and the Loan Agreement as amended hereby constitutes the legal,
valid and binding obligations of the Borrower, enforceable against the Borrower
in accordance with its terms, subject, as to enforcement of remedies, to the
following qualifications: (i) an order of specific performance and an injunction
are discretionary remedies and, in particular, may not be available where
damages are considered an adequate remedy at law and (ii) enforcement may be
limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction
and other similar laws affecting enforcement of creditors' rights generally
(insofar as any such law relates to the bankruptcy, insolvency or similar event
of the Borrower); and
(d) The execution and delivery of this Amendment and
performance by the Borrower under the Loan Agreement, as amended hereby, does
not and will not require the consent or approval of any regulatory authority or
governmental authority or agency having jurisdiction over the Borrower which has
not already been obtained, nor be in contravention of or in conflict with the
Certificate of Incorporation or By-Laws of the Borrower, or any provision of any
statute, judgment, order, indenture, instrument, agreement, or undertaking, to
which the Borrower is party or by which the Borrower's assets or properties are
bound.
4. Amendment Fee. On the Amendment Date hereof, the Borrower shall pay
to the Administrative Agent on behalf of each Lender executing this Amendment an
amendment fee in the amount of 0.05% of such Lender's portion of the Facility A
Commitment (the "Amendment Fee"). The Amendment Fee shall be fully earned when
due and non-refundable when paid.
5. No Other Amendment or Waiver. Except for the amendments set forth
above, the text of the Loan Agreement and all other Loan Documents shall remain
unchanged and in full force and effect. No waiver by the Administrative Agent or
the Lenders under the Loan Agreement or any other Loan Document is granted or
intended except as expressly set forth herein, and the Administrative Agent and
the Lenders expressly reserve the right to require strict compliance in all
other respects (whether or not in connection with any Requests for Advance or
Requests for Issuance of Letters of Credit). Except as set forth herein, the
amendments agreed to herein shall not constitute a modification of the Loan
Agreement or any of the other Loan Documents, or a course of dealing with the
Administrative Agent and the Lenders at variance with the Loan Agreement or any
of the other Loan Documents, such as to require further notice
4
<PAGE>
by the Administrative Agent, the Lenders or the Required Lenders to require
strict compliance with the terms of the Loan Agreement and the other Loan
Documents in the future.
6. Loan Documents. This document shall be deemed to be a Loan
Document for all purposes under the Loan Agreement and the other Loan Documents.
7. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same instrument.
8. Governing Law. This Amendment shall be construed in
accordance with and governed by the laws of the State of New York.
9. Severability. Any provision of this Amendment which is
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.
10. Effective Date. Section 1(b) hereof shall, subject to the execution
and delivery hereof by the Arrangers, be effective on the "Effective Date" (as
defined in that certain Agreement and Plan of Merger between the Borrower and
Gemstar) of the Gemstar Merger (the "Effective Date"). Notwithstanding any other
section hereof and subject to the execution and delivery hereof by the Required
Lenders, Sections 1 and 2 of this Amendment shall be effective on the Effective
Date.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused it to be executed by their duly authorized officers, all as of the day
and year first above written.
BORROWER: TV GUIDE, INC. (f/k/a United Video
Satellite Group, Inc.), a Delaware
corporation
By: /s/Craig M. Waggy
------------------------
Title:
6
<PAGE>
ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A. (f/k/a Bank of
America National Trust and Savings
Association), as Administrative
Agent for itself and the Lenders
By: /s/Janice Hammond
------------------
Title:
LENDER: BANK OF AMERICA, N.A. (f/k/a Bank of
America National Trust and Savings
Association), as a Lender
By: /s/Matthew Koenig
------------------
Title:
7
<PAGE>
TORONTO DOMINION (TEXAS), INC., as a
Lender
By: /s/Ann S. Slanis
----------------------
Its:
8
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.,
as a Lender
By: /s/James W. Whitaker
--------------------------
Its:
9
<PAGE>
CREDIT LYONNAIS NEW YORK BRANCH, as
a Lender
By: /s/John P. Judge
----------------------
Its:
10
<PAGE>
BANCA COMMERCIALE ITALIANA, NEW YORK
BRANCH, as a Lender
By:
Its:
By:
Its:
11
<PAGE>
BANK OF HAWAII, as a Lender
By: /s/Luke Yeh
-----------------
Its:
12
<PAGE>
THE BANK OF NOVA SCOTIA, as a Lender
By: /s/Vincent J. Fitzgerald, Jr.
--------------------------------
Its:
13
<PAGE>
BANK OF OKLAHOMA, N.A., as a Lender
By: s/Scott Mabrey
Its:
14
<PAGE>
BANKBOSTON, N.A., as a Lender
By: /s/Julie V. Jalelian
--------------------------
Its:
15
<PAGE>
BANQUE NATIONALE DE PARIS, as a
Lender
By:
Its:
By:
Its:
16
<PAGE>
BARCLAYS BANK, PLC, as a Lender
By: /s/T.C. Harrington
------------------------
Its:
By: /s/Andrew Wynn
------------------------
Its:
17
<PAGE>
CITIBANK, N.A., as a Lender
By: /s/Suneet Gupta
------------------------
Its:
18
<PAGE>
CREDIT INDUSTRIEL ET COMMERCIAL
(f/k/a Compagnie Financiere de CIC
et de l'Union Europeenne), as a
Lender
By: /s/Brian O'Leary
------------------------
Its:
By: /s/Anthony Rock
------------------------
Its:
19
<PAGE>
THE DAI-ICHI KANGYO BANK, LTD., as a
Lender
By: /s/Daniel Guevara
------------------------
Its:
20
<PAGE>
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG, as a Lender
By: /s/Anca Trifan
------------------------
Its:
By: /s/John S. Runnion
------------------------
Its:
21
<PAGE>
FIRST UNION NATIONAL BANK, as a
Lender
By:
------------------------
Its:
22
<PAGE>
FLEET NATIONAL BANK, as a Lender
By: /s/Julie V. Jalelian
--------------------------
Its:
23
<PAGE>
KBC BANK, N.V., as a Lender
By: /s/Robert Snauffer
------------------------
Its:
By: /s/Kenneth Connor
------------------------
Its:
24
<PAGE>
LLOYDS TSB BANK, PLC, as a Lender
By: /s/Ian Dimmock
------------------------
Its:
By: /s/David Rodway
------------------------
Its:
25
<PAGE>
LOCAL OKLAHOMA BANK, N.A.
(f/k/a LOCAL FEDERAL BANK, FSB)
as a Lender
By: /s/Elisabeth F. Blue
--------------------------
Its:
26
<PAGE>
MELLON BANK, N.A., as a Lender
By: /s/Nancy E. Gale
----------------------
Its:
27
FIRST AMENDMENT AND WAIVER TO
FACILITY B LOAN AGREEMENT
THIS FIRST AMENDMENT AND WAIVER TO FACILITY B LOAN AGREEMENT (this
"Amendment"), dated as of the 25th day of February, 2000 (the "Amendment Date"),
by and among TV GUIDE, INC. (f/k/a United Video Satellite Group, Inc.), a
Delaware corporation (the "Borrower"), the LENDERS (as defined in the Loan
Agreement defined below) signatory hereto and BANK OF AMERICA, N.A. (f/k/a Bank
of America National Trust and Savings Association), as administrative agent (the
"Administrative Agent") for the Lenders (as defined in the Loan Agreement
defined below);
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower, the Lenders and the Administrative Agent are
parties to that certain Facility B Loan Agreement for $300,000,000 364-Day
Credit Facility dated as of March 1, 1999 (as hereinafter and herewith amended
from time to time, the "Loan Agreement");
WHEREAS, the Borrower has informed the Lenders and the Administrative
Agent that it intends to consummate a merger with Gemstar International Group
Limited ("Gemstar") or a wholly-owned subsidiary of Gemstar ("Gemstar Merger");
WHEREAS, the Borrower has requested that the Required Lenders, and the
Required Lenders have agreed to, on the terms and subject to the conditions set
forth herein, amend and waive compliance with certain provisions of the Loan
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree that all capitalized terms used herein shall have the
meanings ascribed thereto in the Loan Agreement as amended hereby and further
agree as follows:
1. Amendments to Loan Agreement.
(a) Amendments to Article 1.
(i) Article 1 of the Loan Agreement,
Definitions, is hereby amended by deleting the definitions of "Change of
Control" and "Facility B Conversion Date" in their entirety and substituting in
lieu thereof the following:
"'Change of Control' shall mean any change in the ownership of
the Borrower that results in the Parent owning, directly or
indirectly, in the aggregate less than a majority of all
voting rights (after giving effect to any member's agreement
or voting trust agreements) and economic rights with respect
to the Capital Stock of the Borrower (including, without
limitation, warrants, options, conversion rights,
<PAGE>
voting rights and calls or claims of any character with
respect thereto, to the extent exercisable prior to
repayment in full of the Obligations).
'Facility B Conversion Date' shall mean February 24, 2001."
(ii) Article 1 of the Loan Agreement,
Definitions, is hereby further amended by adding the following new definition of
"Parent" thereto in appropriate alphabetical order:
"'Parent' shall mean, Gemstar International Group Limited, a
Delaware corporation."
(b) Amendments to Article 5. Section 5.4 of the Loan
Agreement, General Covenants, is hereby amended by deleting the existing section
in its entirety and substituting in lieu thereof the following text:
"Section 5.4 Accounting Methods and Financial Records. The
Borrower will, and will cause each of its Restricted
Subsidiaries on a consolidated and consolidating basis to,
maintain a system of accounting established and administered
in accordance with GAAP, and will keep adequate records and
books of account in which complete entries will be made in
accordance with GAAP and reflecting all transactions required
to be reflected by GAAP and keep accurate and complete records
of their respective properties and assets. The Borrower and
its Restricted Subsidiaries will maintain a fiscal year ending
on March 31 unless otherwise agreed by all of the Arrangers."
(c) Amendments to Article 6.
(i) Amendment to Section 6.1. Section 6.1 of
the Loan Agreement, Quarterly Financial Statements and Information, is hereby
amended by deleting it in its entirety and by substituting the following in lieu
thereof:
"Section 6.1 Quarterly Financial Statements and Information.
Within forty-five (45) days after the last day of each of the
first three (3) quarters in each fiscal year, the unaudited
consolidated and consolidating balance sheet of the Borrower
and its Subsidiaries as of the end of such quarter, and the
related unaudited consolidated and consolidating statement of
operations and related unaudited consolidated statement of
cash flows of the Borrower and its Subsidiaries for the
elapsed portion of the year ended with the last day of such
quarter, certified by an Authorized Signatory of the Borrower
to have been prepared in accordance with GAAP and, in his or
her opinion, present fairly the financial position of the
Borrower and its Subsidiaries, as of the end of such period
and the results of operations for such period, and for the
elapsed portion of the year ended with the last day of such
period, subject only to normal year-end adjustments;
2
<PAGE>
provided that, the information provided pursuant to this
section shall include a management analysis of the Borrower
and its Subsidiaries."
(ii) Amendment to Section 6.2. Section 6.2 of
the Loan Agreement, Annual Financial Statements and Information; Certificate of
No Default, is hereby amended by deleting the existing section in its entirety
and substituting in lieu thereof:
"Section 6.2 Annual Financial Statements and Information;
Certificate of No Default. Within ninety (90) days after the
end of each fiscal year the audited consolidated balance sheet
of the Borrower and its Subsidiaries and the related audited
consolidated statements of operations and related audited
consolidated statements of cash flows of the Borrower and its
Subsidiaries for such fiscal year and set forth in comparative
form such figures as of the end of and for the previous fiscal
year, all in reasonable detail (which shall include a
management analysis of the Borrower and its Subsidiaries), and
in each case prepared in accordance with GAAP throughout the
periods involved and shall be certified by independent
certified public accountants of recognized national standing
which certification shall (a) be accompanied by the opinion of
such accountants without reservation or exception as to the
scope of their audit, (b) state that the examination by such
accountants in connection with the financial statements has
been made in accordance with generally accepted auditing
standards, (c) include the opinion of such accountants that
such financial statements have been prepared in accordance
with GAAP, except as otherwise specified in such opinion, and
(d) stating that, in making the examination necessary for
their audit of the financial statements of the Borrower for
such year, nothing came to their attention of a financial or
accounting nature that caused them to believe that the
Borrower was not in compliance with the terms, covenants,
provisions or conditions of this Agreement, or that there
shall have occurred any condition or event which would
constitute a Default or, if so, specifying all such instances
of non-compliance and the nature and status thereof."
2. Waiver. The Gemstar Merger is prohibited by Section 7.5(b) of the
Loan Agreement and the Borrower has requested that the Required Lenders waive
compliance therewith in connection with the Gemstar Merger. Furthermore, in
connection with the Gemstar Merger, the holders of the Borrower's 8 1/8% Senior
Subordinated Notes (the "Subordinated Notes") will have the right to require the
Borrower to repurchase such Subordinated Notes ("Subordinated Note Redemption")
and the Borrower has requested that the Required Lenders waive compliance with
Section 7.14 of the Loan Agreement in order to permit the Borrower to redeem
such Subordinated Notes. The Required Lenders hereby waive compliance with
Sections 7.5(b) and 7.14 of the Loan Agreement in connection with the Gemstar
Merger and the Subordinated Note Redemption, respectively. The Required Lenders
hereby further agree that, for the purposes of calculating Fixed Charges under
the Loan Agreement, the amounts paid in connection with the Subordinated Note
Redemption shall be deemed not to be scheduled principal payments of
Indebtedness for Money Borrowed.
3
<PAGE>
3. Representations and Warranties. The Borrower hereby
represents and warrants to and in favor of the Administrative Agent and the
Lenders as follows:
(a) Each representation and warranty as set forth in Article 4
of the Loan Agreement, as amended hereby, is hereby restated and affirmed as
true and correct in all material respects as of the date hereof, except to the
extent previously fulfilled in accordance with the terms of the Loan Agreement,
as amended hereby, and to the extent relating specifically to the Agreement
Date, or is otherwise inapplicable;
(b) The Borrower has the corporate power and authority (i) to
enter into the Amendment and (ii) to do all acts and things as are required or
contemplated hereunder to be done, observed and performed by it;
(c) This Amendment has been duly authorized, validly executed
and delivered by one or more Authorized Signatories of the Borrower, and each of
this Amendment and the Loan Agreement as amended hereby constitutes the legal,
valid and binding obligations of the Borrower, enforceable against the Borrower
in accordance with its terms, subject, as to enforcement of remedies, to the
following qualifications: (i) an order of specific performance and an injunction
are discretionary remedies and, in particular, may not be available where
damages are considered an adequate remedy at law and (ii) enforcement may be
limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction
and other similar laws affecting enforcement of creditors' rights generally
(insofar as any such law relates to the bankruptcy, insolvency or similar event
of the Borrower); and
(d) The execution and delivery of this Amendment and
performance by the Borrower under the Loan Agreement, as amended hereby, does
not and will not require the consent or approval of any regulatory authority or
governmental authority or agency having jurisdiction over the Borrower which has
not already been obtained, nor be in contravention of or in conflict with the
Certificate of Incorporation or By-Laws of the Borrower, or any provision of any
statute, judgment, order, indenture, instrument, agreement, or undertaking, to
which the Borrower is party or by which the Borrower's assets or properties are
bound.
4. Amendment Fee. On the Amendment Date hereof, the Borrower shall pay
to the Administrative Agent on behalf of each Lender executing this Amendment an
amendment fee in the amount of 0.05% of such Lender's portion of the Facility B
Commitment (the "Amendment Fee"). The Amendment Fee shall be fully earned when
due and non-refundable when paid.
5. No Other Amendment or Waiver. Except for the amendments set forth
above, the text of the Loan Agreement and all other Loan Documents shall remain
unchanged and in full force and effect. No waiver by the Administrative Agent or
the Lenders under the Loan Agreement or any other Loan Document is granted or
intended except as expressly set forth herein, and the Administrative Agent and
the Lenders expressly reserve the right to require strict compliance in all
other respects (whether or not in connection with any Requests for Advance or
Requests for Issuance of Letters of Credit). Except as set forth herein, the
amendments agreed to herein shall not constitute a modification of the Loan
Agreement or any of the other Loan
4
<PAGE>
Documents, or a course of dealing with the Administrative Agent and the Lenders
at variance with the Loan Agreement or any of the other Loan Documents, such as
to require further notice by the Administrative Agent, the Lenders or the
Required Lenders to require strict compliance with the terms of the Loan
Agreement and the other Loan Documents in the future.
6. Loan Documents. This document shall be deemed to be a Loan
Document for all purposes under the Loan Agreement and the other Loan Documents.
7. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same instrument.
8. Governing Law. This Amendment shall be construed in
accordance with and governed by the laws of the State of New York.
9. Severability. Any provision of this Amendment which is
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.
10. Effective Date. The amendment of the definition of "Facility B
Conversion Date" in Section 1 shall be effective upon the execution and delivery
hereof by the Required Lenders. Section 1(b) hereof shall, subject to the
execution and delivery hereof by the Arrangers, be effective on the "Effective
Date" (as defined in that certain Agreement and Plan of Merger between the
Borrower and Gemstar) of the Gemstar Merger (the "Effective Date").
Notwithstanding any other section hereof and subject to the execution and
delivery hereof by the Required Lenders, Sections 1 and 2 of this Amendment
shall be effective on the Effective Date.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused it to be executed by their duly authorized officers, all as of the day
and year first above written.
BORROWER: TV GUIDE, INC. (f/k/a United Video Satellite Group,
Inc.), a Delaware corporation
By: /s/Craig M. Waggy
------------------------
Title:
6
<PAGE>
ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A. (f/k/a Bank of America National
Trust and Savings Association), as Administrative Agent
for itself and the Lenders
By: /s/Janice Hammond
------------------
Title:
LENDER: BANK OF AMERICA, N.A. (f/k/a Bank of America National
Trust and Savings Association), as a Lender
By: /s/Matthew Koenig
------------------------
Title:
7
<PAGE>
TORONTO DOMINION (TEXAS), INC., as a Lender
By: /s/Ann S. Slanis
------------------------
Its:
8
<PAGE>
THE BANK OF NEW YORK COMPANY, INC., as a Lender
By: /s/James W. Whitaker
------------------------
Its:
9
<PAGE>
CREDIT LYONNAIS NEW YORK BRANCH, as a Lender
By: /s/John P. Judge
--------------------
Its:
10
<PAGE>
BANCA COMMERCIALE ITALIANA, NEW YORK BRANCH, as a Lender
By:
--------------------
Its:
By:
--------------------
Its:
11
<PAGE>
BANK OF HAWAII, as a Lender
By: /s/Luke Yeh
--------------------
Its:
12
<PAGE>
THE BANK OF NOVA SCOTIA, as a Lender
By: /s/Vincent J. Fitzgerald, Jr.
--------------------------------
Its:
13
<PAGE>
BANK OF OKLAHOMA, N.A., as a Lender
By: /s/Scott Mabrey
--------------------
Its:
14
<PAGE>
BANKBOSTON, N.A., as a Lender
By: /s/Julie V. Jalelian
--------------------------
Its:
15
<PAGE>
BANQUE NATIONALE DE PARIS, as a Lender
By:
--------------------
Its:
By:
--------------------
Its:
16
<PAGE>
BARCLAYS BANK, PLC, as a Lender
By: /s/T.C. Harrington
------------------------
Its:
By: /s/Andrew Wynn
--------------------
Its:
17
<PAGE>
CITIBANK, N.A., as a Lender
By: /s/Suneet Gupta
--------------------
Its:
18
<PAGE>
CREDIT INDUSTRIEL ET COMMERCIAL (f/k/a Compagnie
Financiere de CIC et de l'Union Europeenne), as a Lender
By: /s/Brian O'Leary
--------------------
Its:
By: /s/Anthony Rock
--------------------
Its:
19
<PAGE>
THE DAI-ICHI KANGYO BANK, LTD., as a Lender
By: //Daniel Guevara//
Its:
20
<PAGE>
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG, as a
Lender
By: /s/Arcinee Hovanessia
---------------------------
Its:
By: /s/John S. Runnion
------------------------
Its:
21
<PAGE>
FIRST UNION NATIONAL BANK, as a Lender
By:
--------------------
Its:
22
<PAGE>
FLEET NATIONAL BANK, as a Lender
By: /s/Julie V. Jalelian
--------------------------
Its:
23
<PAGE>
KBC BANK, N.V., as a Lender
By: /s/Robert Snauffer
--------------------
Its:
By: /s/Kenneth Connor
--------------------
Its:
24
<PAGE>
LLOYDS TSB BANK, PLC, as a Lender
By: /s/Ian Dimmock
--------------------
Its:
By: /s/David Rodway
--------------------
Its:
25
<PAGE>
LOCAL OKLAHOMA BANK, N.A.
(f/k/a LOCAL FEDERAL BANK, FSB)
as a Lender
By: /s/Elisabeth F. Blue
--------------------------
Its:
26
<PAGE>
MELLON BANK, N.A., as a Lender
By: /s/Nancy E. Gale
----------------------
Its:
27
Exhibit 12
TV GUIDE, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(amounts in thousands, except for ratios)
(unaudited)
Year Ended December 31
----------------------------------------
1999 1998 1997 1996 1995
----------------------------------------
Earnings Available
for Fixed Charges:
Income before
income taxes
and minority
interest $43,239 $161,418 $105,246 $71,037 $37,932
Interest and
expense on
indebtedness 43,609 1,629 2,122 2,024 2,003
One-third of
rental expense,
net of sub-
leasing income
for operating
leases 8,786 5,828 5,326 4,837 2,433
------- -------- ------- ------- -------
$95,634 $168,875 $112,694 $77,898 $42,368
======== ======== ======== ======= =======
Fixed Charges:
Interest and
expense on
indebtedness 43,609 1,629 2,122 2,024 2,003
One-third of
rental expense,
net of sub-
leasing income,
for operating
leases 8,786 5,828 5,326 4,837 2,433
------- -------- ------- ------- -------
$52,395 $ 7,457 $ 7,448 $ 6,861 $ 4,436
======= ======== ======= ======= =======
Ratio of earnings
to fixed charges 1.83 22.65 15.13 11.35 9.55
==== ===== ===== ===== ====
Exhibit 21.1
LIST OF SUBSIDIARIES OF THE REGISTRANT
STATE OF
NAME INCORPORATION
---- -------------
TV Guide, Inc. Delaware
UV Corp. Delaware
UVTV, Inc. Delaware
UVTV-A, Inc. Delaware
UVTV-X, Inc. Delaware
DirectCom Networks, Inc. Delaware
Telluride Cablevision, Inc. Delaware
TV Guide Entertainment Group, Inc. Delaware
TV Guide Networks, Inc. Delaware
TV Guide Interactive Group, Inc. Delaware
TV Guide Interactive, Inc. Delaware
TV Guide Online, Inc. Delaware
TV Guide International, Inc. Delaware
TV Guide International IPG, Inc. Delaware
IPG Group, Inc. Delaware
TV Guide Data Services, Inc. Delaware
Sneak Holdings, Inc. Delaware
Sneak Prevue, LLC Oklahoma
TV Guide Media Sales, Inc. Delaware
TV Guide Affiliate Sales, Inc. Delaware
TV Guide Magazine Group, Inc. Delaware
TV Guide Distribution, Inc. Delaware
Continental Paper Company Delaware
TVSM, Inc. Delaware
TVSM Publishing, Inc. Delaware
EuroMedia Group, Inc. Delaware
InfoMedia, SA Luxemburg
UV Ventures, Inc. Delaware
TV Guide Direct, Inc. Delaware
TV Guide Enterprise Solutions, Inc. Delaware
SNTV Holdings, Inc. Delaware
LMC Netlink Corporation Colorado
Westlink, Inc. Colorado
Prevue Ventures, Inc. Delaware
1
SpaceCom Systems, Inc. Delaware
United Video Properties, Inc. Delaware
UV Acquisition Subsidiary, Inc. Delaware
TV Guide Technology Ventures, Inc. Delaware
UV Interactive, Inc. Delaware
ODS Technologies, LP Delaware
UVSG Companies, GP Oklahoma
Superstar/Netlink Group, LLC Delaware
Netlink USA Colorado
SSDS, Inc. Colorado
Knowledge Workers NA, Inc. Colorado
TV Guide Properties, Inc. Delaware
United Video, LLC Delaware
2
<PAGE>
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. of our report dated February 25, 2000, relating to the
consolidated balance sheets of TV Guide, Inc. as of December 31, 1999
and 1998, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the three
year period ended December 31, 1999, and related financial statement
schedule, which report is included in the December 31, 1999 Annual
Report on Form 10-K of TV Guide, Inc.
KPMG LLP
Tulsa, Oklahoma
March 24, 2000
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 FOR THE YEAR
ENDED DECEMBER 31, 1999 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-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 93,210
<SECURITIES> 20,723
<RECEIVABLES> 311,728
<ALLOWANCES> 18,397
<INVENTORY> 0
<CURRENT-ASSETS> 441,302
<PP&E> 177,499
<DEPRECIATION> 101,754
<TOTAL-ASSETS> 3,314,819
<CURRENT-LIABILITIES> 498,395
<BONDS> 624,290
0
0
<COMMON> 3,045
<OTHER-SE> 1,474,670
<TOTAL-LIABILITY-AND-EQUITY> 3,314,819
<SALES> 0
<TOTAL-REVENUES> 1,135,305
<CGS> 0
<TOTAL-COSTS> 764,704
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 43,609
<INCOME-PRETAX> 43,239
<INCOME-TAX> 26,392
<INCOME-CONTINUING> 4,651
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,651
<EPS-BASIC> 0.02
<EPS-DILUTED> 0.02
</TABLE>
