- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 10-Q (MARK ONE) [X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001 OR [_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 1-15997 ---------------- ENTRAVISION COMMUNICATIONS CORPORATION (Exact name of registrant as specified in its charter) <TABLE> <C> <S> Delaware 95-4783236 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) </TABLE> 2425 Olympic Boulevard, Suite 6000 West Santa Monica, California 90404 (Address of principal executive offices) (Zip Code) (310) 447-3870 (Registrant's telephone number, including area code) ---------------- N/A (Former name, former address and former fiscal year, if changed since last report) 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 [_] As of May 11, 2001, there were 65,875,341 shares, $0.0001 par value per share, of the registrant's Class A common stock outstanding, 27,678,533 shares, $0.0001 par value per share, of the registrant's Class B common stock outstanding and 21,983,392 shares, $0.0001 par value per share, of the registrant's Class C common stock outstanding. - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
ENTRAVISION COMMUNICATIONS CORPORATION TABLE OF CONTENTS <TABLE> <CAPTION> Page Number ------ <C> <S> <C> PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2001 (UNAUDITED) AND DECEMBER 31, 2000......................................... 3 CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND MARCH 31, 2000.......... 4 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND MARCH 31, 2000.......... 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)........ 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION...................................... 11 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.... 16 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS............................................. 17 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS..................... 17 ITEM 3. DEFAULTS UPON SENIOR SECURITIES............................... 17 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........... 17 ITEM 5. OTHER INFORMATION............................................. 17 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.............................. 18 </TABLE> Forward looking statements This Form 10-Q contains forward-looking statements, including statements concerning our expectations of future revenue, expenses, the outcome of our growth and acquisition strategy and the projected growth of the U.S. Hispanic population. Forward-looking statements often include words or phrases such as "will likely result," "expect," "will continue," "anticipate," "estimate," "intend," "plan," "project," " outlook," "seek" or similar expressions. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed in the forward-looking statements. Factors which could cause actual results to differ from expectations include those under the heading "Factors that May Affect Future Results" in our Form 10-Q for the quarter ended June 30, 2000. Our results of operations may be adversely affected by one or more of these factors. We caution you not to place undue reliance on these forward-looking statements, which reflect our management's view only as of the date of this Form 10-Q. 2
ENTRAVISION COMMUNICATIONS CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) <TABLE> <CAPTION> March 31, December 31, 2001 2000 ----------- ------------ (Unaudited) <S> <C> <C> ASSETS Current assets Cash and cash equivalents.......................... $ 38,684 $ 69,224 Receivables: Trade, net of allowance for doubtful accounts of 2001 $5,941; 2000 $5,966.......................... 31,096 38,274 Related parties.................................... 273 273 Prepaid expenses and other current assets.......... 3,689 3,038 Deferred taxes..................................... 3,589 11,244 ----------- ----------- Total current assets.............................. 77,331 122,053 Property and equipment, net......................... 174,676 169,289 Intangible assets, net.............................. 1,251,731 1,257,348 Other assets, including amounts due from related parties of 2001 $305; 2000 $562 and deposits on acquisitions of 2001 $892; 2000 $2,689............. 12,177 11,803 ----------- ----------- $ 1,515,915 $ 1,560,493 =========== =========== LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY Current liabilities Current maturities of notes and advances payable, related parties................................... $ 196 $ 201 Current maturities of long-term debt............... 10,508 2,452 Accounts payable and accrued expenses (including related parties of 2001 $420; 2000 $711 which includes amounts due to Univision of 2001 $326; 2000 $362)........................................ 21,826 30,274 ----------- ----------- Total current liabilities......................... 32,530 32,927 ----------- ----------- Long-term debt Notes payable, less current maturities.............. 244,515 252,495 Other long-term liabilities......................... 6,434 6,672 Deferred taxes...................................... 113,861 132,419 ----------- ----------- Total liabilities................................. 397,340 424,513 ----------- ----------- Commitments and contingencies Series A mandatorily redeemable convertible preferred stock, $0.0001 par value, 11,000,000 shares authorized; shares issued and outstanding 2001 5,865,102..................................... 82,024 80,603 ----------- ----------- Stockholders' equity Preferred stock, $.0001 par value, 39,000,000 shares authorized; none issued and outstanding.... -- -- Class A common stock, $0.0001 par value, 260,000,000 shares authorized; shares issued and outstanding 2001 65,757,618; 2000 65,626,063...... 7 7 Class B common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding 27,678,533............................ 3 3 Class C common stock, $0.0001 par value, 25,000,000 shares authorized; shares issued and outstanding 21,983,392............................ 2 2 Additional paid-in capital......................... 1,094,265 1,092,865 Deferred compensation.............................. (4,997) (5,745) Accumulated deficit................................ (52,115) (31,147) ----------- ----------- 1,037,165 1,055,985 ----------- ----------- Less: Stock subscription notes receivable.......... (614) (608) ----------- ----------- 1,036,551 1,055,377 ----------- ----------- $ 1,515,915 $ 1,560,493 =========== =========== </TABLE> See Notes to Consolidated Financial Statements. 3
ENTRAVISION COMMUNICATIONS CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (In thousands, except share, per share and per L.L.C. membership unit data) <TABLE> <CAPTION> Three Months Ended March 31, ------------------------- 2001 2000 ------------ ----------- <S> <C> <C> Net revenue (including amounts from Univision of $176 and $1,046)................................... $ 43,954 $ 17,264 ------------ ----------- Expenses: Direct operating expenses (including Univision national representation fees of $947 and $922)..... 22,993 7,883 Selling, general and administrative expenses (excluding non-cash stock-based compensation of $959 and $0)....................................... 10,139 3,749 Corporate expenses (including related parties of $62 and $69)........................................... 3,540 1,848 Non-cash stock-based compensation................... 959 -- Depreciation and amortization....................... 30,587 4,877 ------------ ----------- 68,218 18,357 ------------ ----------- Operating loss.................................... (24,264) (1,093) Interest expense (including amounts to Univision of $0 and $816)....................................... (6,815) (4,106) Non-cash interest expense relating to related-party beneficial conversion options...................... -- (31,600) Interest income..................................... 651 209 ------------ ----------- Loss before income taxes.......................... (30,428) (36,590) Income tax benefit.................................. 10,881 6 ------------ ----------- Net loss.......................................... $ (19,547) $ (36,584) Accretion of preferred stock redemption value....... 1,421 -- ------------ ----------- Net loss applicable to common stock................. $ (20,968) $ (36,584) ============ =========== Pro forma provision for income tax benefit.......... 1,777 ----------- Pro forma net loss.................................. $ (34,813) =========== Per share data: Net loss per share: Basic and diluted, 2000 pro forma............... $ (0.18) $ (1.08) ============ =========== Weighted average common shares outstanding: Basic and diluted, 2000 pro forma................. 114,806,925 32,367,167 ============ =========== Loss per L.L.C. membership unit..................... $ (18.68) =========== </TABLE> See Notes to Consolidated Financial Statements. 4
ENTRAVISION COMMUNICATIONS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) <TABLE> <CAPTION> Three Months Ended March 31, -------------------- 2001 2000 --------- --------- <S> <C> <C> Cash Flows from Operating Activities: Net (Loss).............................................. $ (19,547) $(36,584) Adjustments to Reconcile Net (Loss) to Net Cash (Used in) Provided by Operating Activities: Depreciation and amortization........................... 30,587 4,808 Deferred tax expense (benefit).......................... (10,903) -- Amortization of debt issue costs........................ 321 69 Amortization of syndication contracts................... 263 -- Intrinsic value of subordinated note conversion option................................................. -- 31,600 Non-cash stock-based compensation....................... 959 -- Gain (loss) on disposal of media properties and other assets................................................. (98) 3 Changes in assets and liabilities, net of effect of business combinations and dispositions: Decrease in accounts receivable........................ 6,986 436 Increase in prepaid expenses and other assets.......... (1,144) (955) Increase (decrease) in accounts payable, accrued expenses and other.................................... (8,652) 1,651 --------- --------- Net cash (used in) provided by operating activities... (1,228) 1,028 --------- --------- Cash Flows from Investing Activities: Proceeds from disposal of media properties and other assets................................................. 128 25 Purchases of property and equipment..................... (7,999) (2,693) Cash deposits and purchase price on acquisitions........ (22,507) (61,158) --------- --------- Net cash (used in) investing activities............... (30,378) (63,826) --------- --------- Cash Flows from Financing Activities: Proceeds from issuance of common stock.................. 1,183 -- Principal payments on notes payable..................... (117) (61,706) Proceeds from borrowings on notes payable............... -- 125,660 --------- --------- Net cash provided by financing activities............. 1,066 63,954 --------- --------- Net increase (decrease) in cash and cash equivalents.. (30,540) 1,156 Cash and Cash Equivalents: Beginning............................................... 69,224 2,357 --------- --------- Ending.................................................. $ 38,684 $ 3,513 ========= ========= Supplemental Disclosures of Cash Flow Information Cash Payments for: Interest................................................ $ 5,633 $ 2,772 ========= ========= Income taxes............................................ $ 308 $ 225 ========= ========= Supplemental Disclosures of Non-Cash Investing and Financing Activities: Property and equipment acquired under capital lease obligations and included in accounts payable........... $ 275 $ -- ========= ========= Assets Acquired in Business Combinations: Current assets, net of cash acquired.................... $ -- $ 7,751 Broadcast equipment and furniture and fixtures.......... 1,603 626 Intangible assets....................................... 37,215 40,636 Less cash deposits from prior year...................... (1,976) (1,500) Estimated fair value allocated to option agreement...... -- (3,015) Estimated fair market value of properties exchanged..... (14,528) -- --------- --------- Net cash paid......................................... $ 22,314 $ 44,498 ========= ========= Exercises of exchange stock options granted in business combinations........................................... $ 208 $ -- ========= ========= </TABLE> See Notes to Consolidated Financial Statements. 5
ENTRAVISION COMMUNICATIONS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 2001 1. BASIS OF PRESENTATION The condensed consolidated financial statements included herein have been prepared by Entravision Communications Corporation (the "Company" or "ECC"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements and notes thereto should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2000 included in the Company's Form 10-K for the fiscal year ended December 31, 2000. The unaudited information contained herein has been prepared on the same basis as the Company's audited consolidated financial statements and, in the opinion of the Company's management, includes all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information for the periods presented. The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2001 or any other future period. 2. INITIAL PUBLIC OFFERING On August 2, 2000, the Company completed an underwritten initial public offering ("IPO") of 46,435,458 shares of its Class A common stock at a price of $16.50 per share. The Company also sold 6,464,542 shares of its Class A common stock directly to Univision Communications Inc. ("Univision") at a price of $15.47 per share. The net proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses, were approximately $814 million. 3. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES On February 11, 2000, ECC was formed. The First Restated Certificate of Incorporation of ECC authorizes both common and preferred stock. The common stock has three classes identified as A, B and C which have similar rights and privileges, except the Class B common stock provides ten votes per share as compared to one vote per share for all other classes of common stock. Univision, as the holder of all Class C common stock, is entitled to vote as a separate class to elect two directors, and has the right to vote as a separate class on certain material transactions. Class B and C common stock is convertible at the holder's option into one fully-paid and nonassessable share of Class A common stock and is required to be converted into one share of Class A common stock upon certain events as defined in the First Restated Certificate of Incorporation. The Series A mandatorily redeemable convertible preferred stock has limited voting rights, and accrues an 8.5% dividend. Effective August 2, 2000, an exchange transaction (the "Exchange Transaction") was consummated whereby the direct and indirect ownership interests in Entravision Communications Company, L.L.C. ("ECC LLC") were exchanged for Class A or Class B common stock of ECC. In addition, the stockholders of Cabrillo Broadcasting Corporation, Golden Hills Broadcasting Corporation, Las Tres Palmas Corporation, Tierra Alta Broadcasting, Inc., KSMS-TV, Inc., Valley Channel 48, Inc. and Telecorpus, Inc. (collectively, the "Affiliates") exchanged their common shares of the respective corporations for Class A common stock of ECC. Accordingly, the Affiliates became wholly-owned subsidiaries of ECC. Additionally, Univision exchanged its subordinated note for Class C common stock. The number of shares of common stock of ECC issued to the members of ECC LLC and the stockholders of the Affiliates was determined in such a manner that the ownership interest in ECC equaled the direct and indirect ownership interest in ECC LLC immediately prior to the exchange. ECC LLC and Affiliates were considered to be under common control and, as such, the exchange was accounted for in a manner similar to a pooling of interests. 6
ENTRAVISION COMMUNICATIONS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) March 31, 2001 Earnings Per Share Basic earnings per share is computed as net income (loss) less accretion of the discount on Series A mandatorily redeemable convertible preferred stock divided by the weighted average number of shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur from shares issuable through options and convertible securities. For the three month period ended March 31, 2001, all dilutive securities have been excluded as their inclusion would have had an antidilutive effect on earnings per share. As of March 31, 2001, the securities whose conversion would result in an incremental number of shares that would be included in determining the weighted average shares outstanding for diluted earnings per share if their effect was not antidilutive are as follows: 5,679,273 stock options, 549,293 unvested stock grants subject to repurchase and 5,865,102 shares of Series A mandatorily redeemable convertible preferred stock. Earnings Per Membership Unit Basic earnings per membership unit is computed as net income (loss) divided by the number of membership units outstanding as of the last day of the period. Diluted earnings per unit reflects the potential dilution that could occur from membership units issuable through options and convertible securities. For the three months ended March 31, 2000, all dilutive securities have been excluded as their inclusion would have had an antidilutive effect on earnings per membership unit. The following table sets forth the calculation of loss per membership unit: <TABLE> <CAPTION> Three Months Ended March 31, 2000 --------------------- (In thousands, except membership units) <S> <C> Net loss............................................... $ 36,584 Less loss of member corporations....................... 1,021 ---------- Net loss applicable to L.L.C. members.................. $ 35,563 ========== L.L.C. membership units outstanding.................... 1,903,951 ========== </TABLE> Pro Forma Income Tax Adjustments and Pro Forma Earnings Per Share Pro forma income tax information is included in these financial statements for the three months ended March 31, 2000 to show what the significant effects might have been on the historical statements of operations had the Company and its affiliates not been treated as flow-through entities not subject to income taxes. The pro forma information reflects a benefit for income taxes at the assumed effective rate for the three months ended March 31, 2000. The weighted average number of shares of common stock outstanding during the period ended March 31, 2000 used to compute pro forma basic and diluted net loss per share is based on the conversion ratio used to exchange ECC LLC membership units and member corporation shares for shares of ECC's common stock in the Exchange Transaction. 7
ENTRAVISION COMMUNICATIONS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) March 31, 2001 4. BUSINESS ACQUISITIONS During the three months ended March 31, 2001, the Company acquired radio station KXGM-FM in Dallas, Texas in exchange for approximately $19.2 million in cash and two of its radio stations with a fair market value of approximately $14.5 million. This exchange transaction was accounted for at fair value with no gain or loss recognized. The Company also acquired a construction permit for television station KPMR-TV in Santa Barbara, California for approximately $4.8 million. Pro Forma Results The following pro forma results of continuing operations assume the Company's 2001 and 2000 acquisitions occurred on January 1, 2000 and 1999, respectively. The unaudited pro forma results have been prepared using the historical financial statements of the Company and each acquired entity if considered a business. The unaudited pro forma results give effect to certain adjustments including amortization of goodwill, depreciation of property and equipment, interest expense and the related tax effects as if the Company had been a tax paying entity since January 1, 2000. <TABLE> <CAPTION> Three Months Ended March 31, ---------------------- 2001 2000 ---------- ---------- (In thousands, except per share data) <S> <C> <C> Net revenue.......................................... $44.0 $38.7 Net loss............................................. (19.5) (59.2) Basic and diluted net loss per share................. $(0.18) $(0.98) </TABLE> The above pro forma financial information does not purport to be indicative of the results of operations had the 2001 and 2000 acquisitions actually taken place on January 1, 2000 and 1999, respectively, nor is it intended to be a projection of future results or trends. 5. STOCK OPTIONS AND GRANTS 2000 Omnibus Equity Incentive Plan In June 2000, the Company adopted a 2000 Omnibus Equity Incentive Plan (the "Plan") that allows for the award of up to 11,500,000 shares of Class A common stock. Awards under the Plan may be in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock or stock units. The Plan is administered by a committee which is appointed by the Company's Board of Directors. This committee determines the type, number, vesting requirements and other features and conditions of such awards. The Company issued a total of 497,222 stock options in the first quarter 2001 to various employees and non-employee directors of the Company under the Plan. From the Plan's inception to March 31, 2001, the Company issued a total of 5,919,963 stock options. 8
ENTRAVISION COMMUNICATIONS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) March 31, 2001 6. SEGMENT INFORMATION Upon completion of the business and asset acquisitions during 2000, management determined that the Company operates in four reportable segments based upon the type of advertising medium which consists of television broadcasting, radio broadcasting, outdoor advertising and newspaper publishing. As a result of the redetermination of reportable segments in 2000, all previously reported information has been retroactively restated to be consistent with the presentation management currently utilizes to determine its reportable segments. Information about each of the operating segments follows: Television Broadcasting The Company operates 34 television stations primarily in the southwestern United States, consisting primarily of Univision affiliates. Radio Broadcasting The Company operates 56 radio stations (39 FM and 17 AM) located primarily in Arizona, California, Colorado, Florida, Illinois, Nevada, New Mexico and Texas. Outdoor Advertising The Company owns approximately 11,200 billboards in Los Angeles and New York. Newspaper Publishing (Print) The Company's newspaper publishing operation consists of a publication in New York. 9
ENTRAVISION COMMUNICATIONS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) March 31, 2001 Separate financial data for each of the Company's operating segments is provided below. Segment operating loss is defined as operating loss before corporate expenses and non-cash stock-based compensation. There have been no significant sources of revenue generated outside the United States during the periods ended March 31, 2001 and 2000. The Company evaluates the performance of its operating segments based on the following: <TABLE> <CAPTION> Three Months Ended March 31, -------------------- 2001 2000 ---------- -------- <S> <C> <C> Net Revenue Television.............................................. $ 19,829 $ 16,083 Radio................................................... 12,976 1,181 Outdoor................................................. 6,498 -- Print................................................... 4,651 -- ---------- -------- Consolidated............................................ 43,954 17,264 ---------- -------- Direct Expenses Television.............................................. 8,986 7,175 Radio................................................... 5,852 708 Outdoor................................................. 4,729 -- Print................................................... 3,426 -- ---------- -------- Consolidated............................................ 22,993 7,883 ---------- -------- Selling General and Administrative Expenses Television.............................................. 4,414 3,465 Radio................................................... 3,947 284 Outdoor................................................. 871 -- Print................................................... 907 -- ---------- -------- Consolidated............................................ 10,139 3,749 ---------- -------- Depreciation and Amortization Television.............................................. 7,143 4,461 Radio................................................... 18,022 416 Outdoor................................................. 4,805 -- Print................................................... 617 -- ---------- -------- Consolidated............................................ 30,587 4,877 ---------- -------- Segment Operating Profit (Loss) Television.............................................. (714) 982 Radio................................................... (14,845) (227) Outdoor................................................. (3,907) -- Print................................................... (299) -- ---------- -------- Consolidated............................................ (19,765) 755 ---------- -------- Corporate Expenses....................................... 3,540 1,848 Non-Cash Stock-Based Compensation........................ 959 -- ---------- -------- Consolidated Operating (Loss)............................ $ (24,264) $(1,093) ========== ======== Total Assets Television.............................................. $ 372,314 $249,023 Radio................................................... 850,315 19,725 Outdoor................................................. 285,045 -- Print................................................... 8,241 -- ---------- -------- Consolidated............................................ $1,515,915 $268,748 ========== ======== Capital Expenditures Television.............................................. $ 7,484 $ 2,580 Radio................................................... 582 113 Outdoor................................................. 194 -- Print................................................... 14 -- ---------- -------- Consolidated............................................ $ 8,274 $ 2,693 ========== ======== </TABLE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION We operate 34 television stations (and have three additional television stations that are not yet operational) and 56 radio stations primarily in the Southwestern United States where the majority of U.S. Hispanics live, including the U.S./Mexican border markets. Our television stations consist primarily of Univision affiliates serving 21 of the top 50 U.S. Hispanic markets. Our radio stations consist of 39 FM and 17 AM stations serving portions of the Arizona, California, Colorado, Florida, Illinois, New Mexico and Texas markets. We were organized as a Delaware limited liability company in January 1996 to combine the operations of our predecessor entities. On August 2, 2000 we completed a reorganization in which all of the outstanding direct and indirect membership interests of our predecessor were exchanged for shares of our Class A and Class B common stock and Univision's subordinated note and option were exchanged for shares of our Class C common stock. We generate revenue from sales of national and local advertising time on television and radio stations and advertising in our publication and on our billboards. Advertising rates are, in large part, based on each station's ability to attract audiences in demographic groups targeted by advertisers. We recognize advertising revenue when the commercials are broadcast, when publishing services are provided and when outdoor services are provided. We incur commissions from agencies on local, regional and national advertising. Our revenue reflects deductions from gross revenue for commissions to these agencies. Our primary expenses are employee compensation, including commissions paid to our sales staffs, marketing, promotion and selling costs, technical, local programming, engineering costs and general and administrative expenses. Our local programming costs for television consist of costs related to producing a local newscast in each of our markets. Prior to our August 2, 2000 IPO, we had historically not had material income tax expense or benefit reflected in our statement of operations as the majority of our subsidiaries have been non-taxpaying entities. Federal and state income taxes attributable to income during such periods were incurred and paid directly by the members of our predecessor. However, we are now a taxpaying organization. We have included in our March 31, 2000 financial statements a pro forma provision for income taxes and a pro forma net loss to show what our net income or loss would have been if we were a taxpaying entity. Our effective tax rate for the quarter ended March 31, 2001 was 36% which varies from 40% due to a portion of our acquisitions of Latin Communications Group Inc. ("LCG") and Z-Spanish Media Corporation ("Z-Spanish Media") being allocated to non-tax deductible goodwill. 11
Three Months Ended March 31, 2001 Compared to the Three Months Ended March 31, 2000 The following table sets forth selected data from our operating results for the three months ended March 31, 2001 and 2000 (dollars in thousands): <TABLE> <CAPTION> Three Months Ended ------------------ March March 31, 31, -------- -------- 2001 2000 Change -------- -------- ------ <S> <C> <C> <C> Statement of Operations Data: Net revenue...................................... $ 43,954 $ 17,264 155 % Direct operating expenses........................ 22,993 7,883 192 Selling, general and administrative expenses..... 10,139 3,749 170 Corporate expenses............................... 3,540 1,848 92 Depreciation and amortization.................... 30,587 4,877 527 Non-cash stock-based compensation................ 959 -- N/M -------- -------- Operating income (loss).......................... (24,264) (1,093) 2120 Interest expense, net............................ 6,164 3,897 58 Non-cash interest expense relating to beneficial conversion options.............................. -- 31,600 N/M -------- -------- Loss before income tax........................... (30,428) (36,590) (17) Income tax benefit (expense)..................... 10,881 6 N/M -------- -------- Net loss......................................... $(19,547) $(36,584) 47 ======== ======== Other Data: Broadcast cash flow.............................. $ 10,822 $ 5,632 92 % EBITDA (adjusted for non-cash stock-based compensation)................................... 7,282 3,784 92 Cash flows from (used in) operating activities... (1,228) 1,028 (219) Cash flows used in investing activities.......... (30,378) (63,826) (52) Cash flows from financing activities............. 1,066 63,954 (98) </TABLE> Broadcast cash flow means operating income (loss) before corporate expenses, depreciation and amortization, non-cash stock-based compensation and gain on sale of assets. We have presented broadcast cash flow which we believe is comparable to the data provided by other companies in the broadcast industry, because such data is commonly used as a measure of performance for companies in our industry. However, broadcast cash flow should not be construed as an alternative to operating income (as determined in accordance with generally accepted accounting principles) as an indicator of operating performance or to cash flows from operating activities (as determined in accordance with generally accepted accounting principles) as a measure of liquidity. EBITDA means broadcast cash flow less corporate expenses (adjusted for non- cash stock-based compensation) and is commonly used in the broadcast industry to analyze and compare broadcast companies on the basis of operating performance, leverage and liquidity. EBITDA, as presented above, may not be comparable to similarly titled measures of other companies unless such measures are calculated in substantially the same fashion. EBITDA should not be construed as an alternative to operating income (as determined in accordance with generally accepted accounting principles) as an indicator of operating performance or to cash flows from operating activities (as determined in accordance with generally accepted accounting principles) as a measure of liquidity. 12
Segment Operations Net Revenue. Net revenue in our television segment increased to $19.8 million for the three months ended March 31, 2001 from $16.1 million for the three months ended March 31, 2000, an increase of $3.7 million. Our acquisitions of television stations in the Boston, San Diego, Hartford and Orlando markets in the fourth quarter of 2000 account for approximately $2.2 million of the increase. Same station results for the stations we owned or operated during the three month periods ended March 31, 2001 and 2000, resulted in an increase of net revenue of $2.4 million, or 15%. This increase is primarily attributed to increased rates and increases in our start-up stations. These increases were offset by $0.9 million due to a decrease in network compensation from Univision. Net revenue in our radio segment increased to $13 million for the three months ended March 31, 2001 from $1.2 million for the three months ended March 31, 2000, an increase of $11.8 million. This increase is primarily attributable to our acquisition of LCG in April 2000, Z-Spanish Media in August 2000, four radio stations from Sunburst Media, LP in September 2000 and the Federal Communications Commission ("FCC") licenses relating to the operations of two radio stations in Santa Monica/Newport Beach, California from Citicasters Co. in August 2000, which comprised $11.8 million of the increase. On a same station basis for the stations we owned or operated during the three month periods ended March 31, 2001 and 2000, net revenue increased 8%. This increase is primarily attributed to an increase in rates. Net revenue from our outdoor segment in the amount of $6.5 million for the three months ended March 31, 2001 is a result of our acquisition of Z-Spanish Media's outdoor business in August 2000 and our acquisition of certain outdoor advertising assets from Infinity (the "Infinity Assets") in October 2000. Net revenue from our publishing segment in the amount of $4.7 million for the three months ended March 31, 2001 is attributable to our acquisition of El Diario/la Prensa, the oldest major Spanish-language daily newspaper in New York, from LCG in April 2000. Consolidated Operations Net Revenue. Net revenue increased to $44 million for the quarter ended March 31, 2001 from $17.3 million for the quarter ended March 31, 2000, an increase of $26.7 million. This increase was primarily a result of the acquisitions of LCG, Z-Spanish Media and the Infinity Assets, which accounted for $21.3 million of the increase. Other acquisitions accounted for $3.8 million of the increase. On a same station basis for the stations we owned or operated during the three month periods ended March 31, 2001 and 2000, net revenue increased by $2.5 million, or 16%. This increase is primarily attributed to increased sales rates and increases in our start-up stations. These increases were offset by $0.9 million due to a decrease in network compensation. Direct Operating Expenses. Direct operating expenses increased to $23 million for the quarter ended March 31, 2001 from $7.9 million for the quarter ended March 31, 2000, an increase of $15.1 million. This increase was primarily a result of the acquisition of LCG, Z-Spanish Media and the Infinity Assets, which accounted for $12.8 million of the increase. Other acquisitions accounted for $1.3 million of the increase. On a same station basis for the stations we owned or operated during the three month periods ended March 31, 2001 and 2000, direct operating expenses increased by $1 million, or 8%. The increase is primarily attributed to investments in sales tools, local news departments and ratings services. As a percentage of net revenue, direct operating expenses increased to 52% for the quarter ended March 31, 2001 from 46% for the quarter ended March 31, 2000. We expect the direct operating expenses as a percentage of revenue to decrease during the remainder of 2001 as revenue is traditionally weakest in the first quarter. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $10.1 million for the quarter ended March 31, 2001 from $3.7 million for the quarter ended March 31, 2000, an increase of $6.4 million. This increase was primarily attributable to the acquisitions of LCG, Z-Spanish Media and the Infinity Assets, which accounted for $5.2 million of the increase. Other acquisitions accounted for $1 million of the increase. On a same station basis for the stations we owned or operated during the three month 13
periods ended March 31, 2001 and 2000, selling, general and administrative expenses increased $0.2 million, or 5%. This increase is primarily attributable to increases in rents and salaries. As a percentage of net revenue, selling, general and administrative expenses increased to 23% for the quarter ended March 31, 2001 from 22% for the quarter ended March 31, 2000 due to the increase in commissions in selling expenses. We expect the selling, general and administrative expenses as a percentage of revenue to decrease during the remainder of 2001 as revenue is traditionally weakest in the first quarter. Corporate Expenses. Corporate expenses increased to $3.5 million for the quarter ended March 31, 2001 from $1.8 million for the quarter ended March 31, 2000, an increase of $1.7 million. This increase was primarily due to the addition of our outdoor and print segments, the addition of 50 radio stations and personnel. As a percentage of net revenue, corporate expenses decreased to 8% for the quarter ended March 31, 2001 from 11% for the quarter ended March 31, 2000. We expect corporate expenses to continue to decrease as a percentage of revenue. Depreciation and Amortization. Depreciation and amortization increased to $30.6 million for the quarter ended March 31, 2001 from $4.9 million for the quarter ended March 31, 2000, an increase of $25.7 million. This increase was primarily attributable to the acquisitions of LCG, Z-Spanish Media and the Infinity Assets, which accounted for $22.1 million of the increase. Other acquisitions accounted for $3.8 million of the increase. Non-Cash Stock-Based Compensation. Non-cash stock-based compensation increased to $1 million for the quarter ended March 31, 2001 from $0 for the quarter ended March 31, 2000. Non-cash stock-based compensation consists primarily of compensation expense relating to stock awards granted to our employees. Operating Loss. As a result of the above factors, we recognized an operating loss of $24.3 million for the quarter ended March 31, 2001 compared to an operating loss of $1.1 million for the quarter ended March 31, 2000, an increase of $23.2 million. The increased loss was due to the factors described above. Interest Expense, Net. Interest expense increased to $6.2 million for the quarter ended March 31, 2001 from $3.9 million for the quarter ended March 31, 2000, an increase of $2.3 million. This increase is primarily due to the increased bank loan facility and the issuance of a $37.5 million note in connection with our acquisition of WUNI-TV in December 2000. Net Loss. We recognized a net loss of $19.5 million for the quarter ended March 31, 2001 compared to a net loss of $36.6 million for the quarter ended March 31, 2000. Excluding non-cash stock-based compensation and interest expense relating to the estimated intrinsic value of the conversion option feature in our convertible subordinated note to Univision, our net loss increased to $18.6 million for the quarter ended March 31, 2001 from $5 million for the quarter ended March 31, 2000. Broadcast Cash Flow. Broadcast cash flow increased to $10.8 million for the quarter ended March 31, 2001 from $5.6 million for the quarter ended March 31, 2000, an increase of $5.2 million. As a percentage of net revenue, broadcast cash flow decreased to 25% for the quarter ended March 31, 2001 from 33% for the quarter ended March 31, 2000. The decrease in broadcast cash flow ratio is primarily attributed to the change in our business as a result of our diversification into radio, print and other outdoor advertising media as a result of our 2000 acquisitions. We expect broadcast cash flow to increase as a percentage of revenue as we continue to integrate our stations and outdoor operations. EBITDA. EBITDA increased to $7.3 million for the quarter ended March 31, 2001 from $3.8 million for the quarter ended March 31, 2000, an increase of $3.5 million. As a percentage of net revenue, EBITDA decreased to 17% for the quarter ended March 31, 2001 from 22% for the quarter ended March 31, 2000. Liquidity and Capital Resources Overview Our primary sources of liquidity are cash provided by operations and available borrowings under our bank credit facility in the amount of $600 million, of which $200 million was outstanding as of March 31, 2001. The 14
credit facility is secured by substantially all of our assets as well as the pledge of the stock of several of our subsidiaries, including our special purpose subsidiaries formed to hold our FCC licenses, and consists of a $250 million revolving credit facility and a $150 million Term A loan, both bearing interest at LIBOR (6.6875% at March 31, 2001) plus a margin ranging from 0.875% to 2.75% based on our leverage, and a $200 million Term B loan bearing interest at LIBOR plus 2.75%. The revolving credit facility expires on December 31, 2007. If not used, the Term A loan commitment expires on July 31, 2001. Upon expiration of the Term A loan commitment, we will have a $150 million incremental loan facility under substantially the same terms, expiring on December 31, 2007. The Term B loan expires on December 31, 2008. The revolving credit facility contains scheduled quarterly reductions in the amount that is available ranging from $6.3 million to $18.8 million, commencing September 30, 2002. The Term A loan, if drawn, contains scheduled quarterly reductions in the amount that is available ranging from $1.9 million to $11.3 million, commencing on September 30, 2001. The Term B loan contains scheduled quarterly reductions in the amount that is available ranging from $0.5 million to $42.5 million, commencing September 30, 2001. In addition, we pay a quarterly loan commitment fee ranging from 0.25% to 0.75% per annum and levied upon the unused portion of the amount available. All of the outstanding balance as of March 31, 2001 was under the Term B loan. The credit facility contains a mandatory prepayment clause in the event that we should liquidate any assets if the proceeds are not utilized to acquire assets of the same type within one year, receive insurance or condemnation proceeds which are not fully utilized toward the replacement of such assets or have excess cash flows. The credit facility contains certain financial covenants relating to maximum total debt ratio, total interest coverage ratio and a fixed charge coverage ratio. The covenants become increasingly restrictive in the later years of the credit facility. The credit facility also contains restrictions on the incurrence of additional debt, the payment of dividends, acquisitions and the sale of assets over a certain limit. Additionally, we are required to enter into interest rate agreements if our leverage exceeds certain limits as defined in our credit agreement. The credit facility requires us to maintain our FCC licenses for our broadcast properties and contains other operating covenants, including restrictions on our ability to incur additional indebtedness and pay dividends. Acquisitions having an aggregate maximum consideration during the term of our credit agreement of greater than $25 million but less than or equal to $75 million are conditioned on delivery to the agent bank of a covenant compliance certificate showing pro forma calculations assuming such acquisition had been consummated and revised projections for those acquisitions. For acquisitions having an aggregate maximum consideration during the term of our credit agreement in excess of $75 million, majority lender consent of the bank group is required. We can draw on our revolving credit facility without prior approval for working capital needs and acquisitions below $25 million. Net cash flow used in operating activities increased to approximately $1.2 million for the three months ended March 31, 2001, from cash provided of approximately $1 million for three months ended March 31, 2000. Net cash flow used in investing activities decreased to approximately $30.4 million for the three months ended March 31, 2001, from approximately $63.8 million for three months ended March 31, 2000. During the three months ended March 31, 2001, we acquired media properties for a total of approximately $24 million, including KXGM-FM for $19.2 million and the construction permit for KPMR-TV for $4.8 million. We made capital expenditures of approximately $8 million, including $2.3 million for a building in San Diego, California and $3.5 million for construction of new buildings and start-up stations. During the three months ended March 31, 2000, we acquired broadcast properties for a total of approximately $46 million, made a deposit of $17 million for an acquisition and made capital expenditures totaling approximately $3 million. Net cash flow from financing activities decreased to approximately $1.1 million for the three months ended March 31, 2001 from approximately $64 million for the three months ended March 31, 2000. During the three months ended March 31, 2001, we received proceeds from the exercise of stock options in the amount of 15
approximately $1 million. During the three months ended March 31, 2000, we increased our subordinated debt by $110 million and paid down our revolving bank credit facility by $46 million. During the remainder of 2001, we anticipate our capital expenditures will be approximately $23 million, including the building of two television facilities and upgrading approximately seven television stations to digital, as well as upgrades and maintenance on broadcasting equipment and facility improvements to radio stations and to our outdoor division. We anticipate paying for these capital expenditures out of net cash flow from operating activities. The amount of these capital expenditures may change based on future changes in business plans, our financial conditions and general economic conditions. We currently anticipate that the funds generated from operations and available borrowings under our credit facility will be sufficient to meet our anticipated cash requirements for the foreseeable future. We continuously review, and are currently reviewing, opportunities to acquire additional television and radio stations as well as billboards and other opportunities targeting the U.S. Hispanic market. We expect to finance any future acquisitions through funds generated from operations and borrowings under our credit facility and through additional debt and equity financing. Any additional financing, if needed, might not be available to us on reasonable terms or at all. Failure to raise capital when needed could seriously harm our business and our acquisition strategy. If additional funds were raised through the issuance of equity securities, the percentage of ownership of our stockholders would be reduced. Furthermore, these equity securities might have rights preferences or privileges senior to our Class A common stock. On March 19, 2001, our Board of Directors approved a stock repurchase program. We are authorized to repurchase up to $35 million of our outstanding Class A common stock from time to time in open market transactions at prevailing market prices, block trades and private repurchases. The extent and timing of any repurchases will depend on market conditions and other factors. We intend to finance stock repurchases, if and when made, with our available cash on hand and cash provided by operations. No shares of Class A common stock were repurchased during the quarter ended March 31, 2001. On April 4, 2001, the Company's Board of Directors adopted the 2001 Employee Stock Purchase Plan (the "Purchase Plan"). Subject to adjustments in the Company's capital structure, as defined in the Purchase Plan, the maximum number of shares of Class A common stock that will be made available for sale under the Purchase Plan is 600,000, plus an annual increase of 600,000 shares on the first day of each of the next ten calendar years, beginning January 1, 2002. All employees of the Company and its subsidiaries are eligible to participate in the Purchase Plan, provided that they have completed six months of continuous service as an employee, as of an offering date. The first offering period under the Purchase Plan will commence on August 15, 2001. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK General Market risk represents the potential loss that may impact our financial position, results of operations or cash flows due to adverse changes in the financial markets. We are exposed to market risk from changes in the base rates on our variable rate debt. We may be required to periodically enter into derivative financial instrument transactions, such as swaps or interest rate caps, in order to manage or reduce our exposure to risk from changes in interest rates. Under no circumstances do we enter into derivatives or other financial instrument transactions for speculative purposes. Our credit facility requires us to maintain an interest rate protection agreement if we exceed certain leverage ratios as defined in our credit agreement. Interest Rates Our bank term loan bears interest at a variable rate of LIBOR plus 2.75%. As of March 31, 2001, we were not required to hedge any of our outstanding variable rate debt by using an interest rate cap. Based on our overall interest rate exposure on our LIBOR loans as of March 31, 2001, a change of 10% in interest rates would have an impact of approximately $2 million on a pre-tax earnings and pre-tax cash flows over a one year period. 16
PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We currently and from time to time are involved in litigation incidental to the conduct of our business, but we are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us. We were a party to a proceeding before the American Arbitration Association, or AAA, in Phoenix, Arizona with Hispanic Broadcasting Corporation, or HBC, regarding a dispute over an agreement to exchange radio stations KLNZ-FM, Glendale, Arizona, and KRTX-FM, Winnie, Texas, with one another. In written decisions issued in December 2000 and February 2001, the AAA issued an Interim Award of Arbitrators ruling that the parties will not exchange stations and awarding HBC $2,000,000 with interest thereon at the rate of 10% per annum from October 1999, plus costs and attorney's fees incurred by HBC in connection with the arbitration. We were a defendant to a lawsuit filed in the Superior Court of the District of Columbia by First Millenium Communications, Inc. to resolve certain contract disputes arising out of a terminated brokerage-type arrangement. The litigation primarily concerns the payment of a brokerage fee alleged to be due in connection with the acquisition of television station WBSV-TV in Sarasota, Florida for $17 million, after taking into account certain additional capital expenditures, losses, interest expense and management fees. The parties have reached a confidential settlement and the lawsuit was dismissed with prejudice by court order. The settlement provides that the parties will resolve the dispute with respect to television station WBSV-TV pursuant to binding arbitration. The arbitration is scheduled to take place in June 2001. On February 2, 2001, we reached a settlement with the Telemundo Network Group LLC and certain of its related entities with respect to the parties' pending disputes relating to our investment in XHAS-TV, Channel 33, Tijuana, Mexico. The actions previously filed in Florida and California were dismissed with prejudice without either party compensating the other. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. 17
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits The following exhibits are attached hereto and incorporated herein by reference. <TABLE> <CAPTION> Exhibit Number Exhibit Description ------- ------------------- <C> <S> 10.1(1) First Amendment to Executive Employment Agreement dated March 9, 2001 by and between the registrant and Jeffery A. Liberman. 10.2(1) First Amendment to Lease and Agreement re: Sixth Floor Additional Space dated as of March 15, 2001 by and between Water Garden Company, L.L.C., Entravision Communications Company, L.L.C. and the registrant. </TABLE> - -------- (1) Incorporated by reference from our Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed with the SEC on March 28, 2001. (b) Reports on Form 8-K We filed a report on Form 8-K (Item 5), dated February 27, 2001, on February 28, 2001 in which we reported unaudited pro forma operating results. We filed a report on Form 8-K (Item 5), dated March 9, 2001, on March 12, 2001 in which we reported the meeting and record dates for our 2001 Annual Meeting of Stockholders. We filed a report on Form 8-K (Item 5), dated March 19, 2001, on March 20, 2001 in which we reported revised financial expectations for the 2001 first quarter and full year and announced the approval of our stock repurchase program. 18
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ENTRAVISION COMMUNICATIONS CORPORATION By: /s/ Jeanette Tully ___________________________________________ Jeanette Tully Executive Vice President, Treasurer and Chief Financial Officer Dated: May 15, 2001 19