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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent 3/15/05 Entravision Communications Corp 10-K 12/31/04 10:199 1193125
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1,308K
2: EX-10.2 Form of Notice of Stock Option Grant HTML 30K
3: EX-10.17 Form of Stock Option Award HTML 24K
4: EX-10.18 Letter Agreement HTML 20K
5: EX-10.19 Summary of Non-Employee Director Compensation HTML 6K
6: EX-21.1 Subsidiaries of the Registrant HTML 9K
7: EX-23.1 Consent of Independent Accountants HTML 8K
8: EX-31.1 Certification by the Ceo Pursuant to Section 302 HTML 15K
9: EX-31.2 Certification by the Cfo Pursuant to Section 302 HTML 15K
10: EX-32 Certification by the Ceo and Cfo Pursuant to HTML 9K
Section 906
| Form 10-K |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2004
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)
| (State or other jurisdiction of |
95-4783236 (I.R.S. Employer |
2425 Olympic Boulevard, Suite 6000 West
Santa Monica, California 90404
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (310) 447-3870
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which registered | |
| Class A Common Stock | The New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
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 ¨
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 the 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. ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x No ¨
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2004 was approximately $430,268,006 (based upon the closing price for shares of the registrant’s Class A common stock as reported by The New York Stock Exchange for the last trading date prior to that date).
As of March 9, 2005, there were 59,648,663 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 36,926,600 shares, $0.0001 par value per share, of the registrant’s Class U common stock outstanding.
Portions of the registrant’s Proxy Statement for the 2005 Annual Meeting of Stockholders scheduled to be held on May 26, 2005 are incorporated by a reference in Part III hereof.
ENTRAVISION COMMUNICATIONS CORPORATION
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
PART I
| Page | ||||
| ITEM 1. | 1 | |||
| ITEM 2. | 34 | |||
| ITEM 3. | 34 | |||
| ITEM 4. | 34 | |||
| PART II | ||||
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS |
35 | ||
| ITEM 6. | 37 | |||
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
38 | ||
| ITEM 7A. | 59 | |||
| ITEM 8. | 60 | |||
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
60 | ||
| ITEM 9A. | 60 | |||
| ITEM 9B. | 62 | |||
| PART III | ||||
| ITEM 10. | 63 | |||
| ITEM 11. | 63 | |||
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
63 | ||
| ITEM 13. | 63 | |||
| ITEM 14. | 63 | |||
| PART IV | ||||
| ITEM 15. | 64 | |||
| SIGNATURES | 67 | |||
| POWER OF ATTORNEY | 67 | |||
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FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this annual report. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.
Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. Some of the key factors impacting these risks and uncertainties include, but are not limited to:
| • | risks related to our history of operating losses, our substantial indebtedness or our ability to raise capital; |
| • | provisions of the agreements governing our debt instruments that may restrict the operation of our business; |
| • | cancellations or reductions of advertising, whether due to a general economic downturn or otherwise; |
| • | our relationship with Univision Communications Inc., including uncertainties relating to Univision’s obligation to reduce its percentage ownership of our company on or before March 26, 2006 and March 26, 2009; |
| • | the overall success of our acquisition strategy, which includes developing media clusters in key U.S. Hispanic markets, and the integration of any acquired assets with our existing business; |
| • | the impact of rigorous competition in Spanish-language media and in the advertising industry generally; and |
| • | industry-wide market factors and regulatory and other developments affecting our operations. |
For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Risk Factors,” beginning at page 29 below.
The discussion of our business is as of the date of filing this report, unless otherwise indicated.
Overview
Entravision Communications Corporation and its wholly owned subsidiaries, or Entravision, is a diversified Spanish-language media company with a unique portfolio of television, radio and outdoor advertising assets, reaching approximately 75% of all Hispanics in the United States. We own and/or operate 47 primary television stations, a majority of which is located in the southwestern United States, including several key U.S./Mexican border markets. Our television stations consist primarily of affiliates of the two television networks of Univision,
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serving 20 of the top 50 Hispanic markets in the United States. We are the largest Univision-affiliated television group in the United States. Univision is a key source of programming for our television broadcasting business and we consider it to be a valuable strategic partner of ours.
We own and operate one of the largest groups of Spanish-language radio stations in the United States. We own and operate 54 radio stations in 21 U.S. markets. Our radio stations consist of 41 FM and 13 AM stations located primarily in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas.
Our outdoor advertising operations consist of approximately 10,900 advertising faces located primarily in high-density urban areas in Los Angeles and New York.
We generate revenue from sales of national and local advertising time on television and radio stations and advertising on our billboards. Advertising rates are, in large part, based on each medium’s ability to attract audiences in demographic groups targeted by advertisers. We recognize advertising revenue when commercials are broadcast and when outdoor advertising services are provided. We do not obtain long-term commitments from our advertisers and, consequently, they may cancel, reduce or postpone orders without penalties. We pay commissions to agencies for local, regional and national advertising. For contracts directly with agencies, we record commissions as deductions from gross revenue.
Our net revenue for the year ended December 31, 2004 was approximately $259 million. Of that amount, revenue generated by our television segment accounted for 52%, revenue generated by our radio segment accounted for 36% and revenue generated by our outdoor segment accounted for 12%.
Our primary expenses are employee compensation, including commissions paid to our sales staffs and commissions paid to our national representative firms, as well as expenses for marketing, promotion and selling, technical, local programming, engineering and general and administrative. Our local programming costs for television consist principally of costs related to producing a local newscast in most of our markets.
Until July 3, 2003, we also operated a publishing segment consisting of the Spanish-language newspaper El Diario/la Prensa. On that date, we sold substantially all of the assets and certain specified liabilities related to that segment to CPK NYC, LLC.
About Our Company
Our principal executive offices are located at 2425 Olympic Boulevard, Suite 6000 West, Santa Monica, California 90404, and our telephone number is (310) 447-3870. Our corporate website is www.entravision.com.
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 from a limited liability company to a Delaware corporation. On August 2, 2000, we also completed an initial public offering of our Class A common stock, which is listed on The New York Stock Exchange under the trading symbol “EVC.”
Univision currently owns approximately 30% of our common stock on a fully-converted basis. In connection with its merger with Hispanic Broadcasting Corporation in September 2003, Univision entered into an agreement with the U.S. Department of Justice, or DOJ, pursuant to which Univision agreed, among other things, to ensure that its percentage ownership of our company will not exceed 15% by March 26, 2006 and 10% by March 26, 2009.
Also pursuant to Univision’s agreement with DOJ, in September 2003 Univision exchanged all of its shares of our Class A and Class C common stock that it previously owned for shares of our Series U preferred stock. The Series U preferred stock was mandatorily convertible into common stock when and if we created a new class of common stock that generally had the same rights, preferences, privileges and restrictions as the Series U
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preferred stock (other than the nominal liquidation preference). Our stockholders approved the creation of such a new class of common stock, our Class U common stock, during the second quarter of 2004, and the shares of our Series U preferred stock held by Univision were converted into shares of our Class U common stock in July 2004. Neither the original exchange of Univision’s Class A and Class C common for Series U preferred stock, nor the subsequent conversion of such Series U preferred stock into Class U common stock, changed Univision’s overall equity interest in our company, nor did either have any impact on our existing television station affiliation agreements with Univision.
The Class U common stock has limited voting rights, does not include the right to elect directors and is automatically convertible into shares of our Class A common stock in connection with any transfer to a third party that is not an affiliate of Univision. As the holder of all of our issued and outstanding Class U common stock, Univision currently has the right to approve any merger, consolidation or other business combination involving our company, any dissolution of our company and any assignment of the Federal Communications Commission, or FCC, licenses for any of our Univision-affiliated television stations. For a discussion of various risks related to our relationship with Univision, please see “Risk Factors,” beginning at page 29 below.
The Hispanic Market Opportunity
Our media assets target densely-populated and fast-growing Hispanic markets in the United States. We operate media properties in 12 of the 15 highest-density Hispanic markets in the United States. In addition, among the top 25 Hispanic markets in the United States, we operate media properties in 12 of the 15 fastest-growing markets. We believe that targeting the U.S. Hispanic market will translate into strong revenue growth for the foreseeable future for the following reasons:
Hispanic Population Growth. Our audience consists primarily of Hispanics, one of the fastest-growing segments of the U.S. population and, by current U.S. Census Bureau estimates, now the largest minority group in the United States. According to a July 2003 update from the U.S. Census Bureau, approximately 40 million Hispanics live in the United States, accounting for approximately 14% of the total U.S. population. The overall Hispanic population is growing at approximately seven times the rate of the non-Hispanic population in the United States and is expected to grow to 66.1 million, or 19.5% of the total U.S. population, by 2022. Approximately 54% of the total future growth in the U.S. population through 2022 is expected to come from the Hispanic community.
Spanish-Language Use. Approximately 71% of all Hispanics in the United States speak some Spanish at home. The number of Hispanics that speak some Spanish at home is expected to grow from 29.5 million in 2004 to 43.3 million in 2022. We believe that the strong Spanish-language use among Hispanics indicates that Spanish-language media will continue to be an important source of news, sports and entertainment for Hispanics and an important vehicle for marketing and advertising.
Increasing Hispanic Buying Power. The Hispanic population in the United States is estimated to have accounted for total consumer expenditures of approximately $622 billion in 2004, an increase of 190% since 1990. Hispanics are expected to account for approximately $1 trillion in consumer expenditures by 2010, and by 2022 Hispanics are expected to account for approximately $2.8 trillion in consumer expenditures, or 14% of total U.S. consumer spending. Hispanic buying power is expected to grow at approximately six times the rate of the Hispanic population growth by 2022. We believe that these factors make Hispanics an attractive target audience for many major U.S. advertisers.
Attractive Profile of Hispanic Consumers. We believe that the demographic profile of the Hispanic audience makes it attractive to advertisers. We believe that the larger size and younger age of Hispanic households (averaging 3.5 persons and 26.4 years of age as compared to the non-Hispanic averages of 2.4 persons and 37.9 years of age) lead Hispanics to spend more per household on many categories of goods and services. Although the average U.S. Hispanic household has less disposable income than the average U.S. household, the average U.S. Hispanic household spends 15% more per year than the average U.S. household on food at home, 75% more
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on children’s clothing, 38% more on footwear and 35% more on laundry and household cleaning products. We expect Hispanics to continue to account for a disproportionate share of growth in spending nationwide in many important consumer categories as the U.S. Hispanic population and its disposable income continue to grow.
Spanish-Language Advertising. Nearly $3.1 billion of total advertising expenditures in the United States were placed in Spanish-language media in 2004, of which approximately 86% was placed in Spanish-language television and radio advertising. We believe that major advertisers have found that Spanish-language media is a more cost-effective means to target the growing Hispanic audience than English-language media.
Business Strategy
We seek to increase our advertising revenue through the following strategies:
Effectively Use Our Networks and Media Brands. We are the largest Univision television affiliate group for both Univision’s primary network and its TeleFutura network. Univision’s primary network is the most watched television network (English- or Spanish-language) among U.S. Hispanic households. Univision’s primary network, together with its TeleFutura Network, represent an approximately 80% share of the U.S. Spanish-language network television prime time audience as of December 2004. Univision makes its networks’ Spanish-language programming available to our television stations 24-hours a day, including a prime time schedule on its primary network of substantially all first-run programming throughout the year.
We believe that the breadth and diversity of Univision’s programming, combined with our local news and community-oriented segments, provide us with an advantage over other Spanish-language and English-language broadcasters in reaching Hispanic viewers. Our local content is designed to brand each of our stations as the best source for relevant community information that accurately reflects local interests and needs.
We operate our radio network using two formats designed to appeal to different listener tastes. We format the programming of our network and radio stations in an effort to capture a substantial share of the Hispanic audience in each of our radio markets. In markets where competing stations already offer programming similar to our two network formats, or where we otherwise identify an available niche in the marketplace, we run alternative programming that we believe will appeal to local listeners.
Invest in Media Research and Sales. We believe that continued use of industry-accepted ratings and surveys will allow us further to increase our advertising rates. We use industry ratings and surveys, including Nielsen Media Research, Arbitron and the Traffic Audit Bureau, to provide a more accurate measure of consumers. We believe that our focused research and sales efforts will enable us to continue to achieve significant revenue and cash flow growth.
Continue to Benefit from Strong Management. We believe that we have one of the most experienced management teams in the industry. Walter Ulloa, our co-founder, Chairman and Chief Executive Officer, Philip Wilkinson, our co-founder, President and Chief Operating Officer, John DeLorenzo, our Executive Vice President and Chief Financial Officer, Jeffery Liberman, the President of our Radio Division, and Chris Young, the President of our Outdoor Division, have an average of more than 20 years of media experience. We intend to continue to build and retain our key management personnel and to capitalize on their knowledge and experience in the Spanish-language markets.
Emphasize Local Content, Programming and Community Involvement. We believe that local content and service to the community in each of our markets is an important part of building our brand identity within those markets. By combining our local news, local content and quality network programming, we believe that we have a significant competitive advantage. We also believe that our active community involvement, including station remote broadcasting appearances at client events, concerts and tie-ins to major events, helps to build station awareness and identity as well as viewer and listener loyalty.
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Take Advantage of Market Cross-Selling and Cross-Promotion. We believe that our uniquely diversified media asset portfolio provides us with a competitive advantage in targeting the Hispanic consumer. In many of our markets, we offer advertisers the ability to reach potential customers through a combination of television, radio and outdoor advertising. Currently, we operate some combination of television, radio and outdoor advertising in 11 markets. Where possible, we also combine our television and radio operations and management to create synergies and achieve cost savings.
Target Other Attractive Hispanic Markets and Fill-In Acquisitions. We believe that our knowledge of, and experience with, the Hispanic marketplace will enable us to continue to identify acquisitions in the television, radio and outdoor advertising markets. Since our inception, we have used our management expertise, programming, local involvement and brand identity to improve our acquired media properties. Please see “Acquisition and Disposition Strategies” below.
Acquisition and Disposition Strategies
Our acquisition strategy focuses on increasing our presence in those markets in which we already compete, as well as expanding our operations into U.S. Hispanic markets where we do not own properties. We target fast-growing and high-density U.S. Hispanic markets. These include many markets in the southwestern United States, including Texas, California and various other markets along the U.S./Mexican border. In addition, we pursue other acquisition opportunities in key strategic markets, or those which otherwise support our long-term growth plans.
One of our goals is to continue to create and grow media “clusters” within these target markets, featuring both Univision and TeleFutura television stations, together with a strong radio presence. We believe that these clusters provide unique cross-selling and cross-promotional opportunities, making Entravision an attractive option for advertisers wishing to reach the U.S. Hispanic consumer. Accordingly, in addition to targeting stations in U.S. Hispanic markets where we do not own properties, we focus on potential acquisitions of additional stations in our existing markets, particularly radio stations in those markets where we currently have only television stations.
In the past year, we made several acquisitions in furtherance of the strategy outlined above. These acquisitions demonstrate our continued efforts to target strategic U.S. Hispanic markets and to fill out our existing media clusters with additional quality assets:
| • | in September 2004, we acquired all of the outstanding capital stock of Diamond Radio, Inc., the owner and operator of radio station KBMB-FM in the Sacramento, California market for an aggregate of approximately $17.6 million, giving us four FM radio stations in the Sacramento market; |
| • | in October 2004, in combination with certain of our Mexican affiliates and subsidiaries, we entered into a definitive agreement to acquire all of the outstanding capital stock of the licensee of television station XHRIO-TV in Matamoros, Tamaulipas, Mexico, serving the McAllen, Texas market, as well as substantially all of the assets related to such station, for an aggregate purchase price of $13 million; |
| • | in February 2005, we acquired television stations KVTF-CA and KTFV-CA in the McAllen, Texas market and television station KETF-CA in the Laredo, Texas market, for an aggregate of approximately $3.8 million, giving us both a Univision affiliate and a TeleFutura affiliate in each of those markets, as well as four FM radio stations in the McAllen market; and |
| • | also in February 2005, we acquired radio station KAIQ-FM in the Lubbock, Texas market for approximately $1.7 million, giving us one FM and one AM radio station in the Lubbock market in addition to our Univision affiliate. |
In a strategic effort to focus our resources on strengthening existing clusters and expanding into new U.S. Hispanic markets, we regularly review our portfolio of media properties and seek to divest non-core assets in
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markets where we do not see the opportunity to grow to scale and build out full clusters. We made several dispositions in the past year in radio markets where we were limited in our ability to grow or otherwise determined that a media property was not core to our business:
| • | in February 2004, we sold the assets of radio station KZFO-FM in the Fresno, California market to Univision for approximately $8 million; |
| • | in May 2004, we sold the assets of radio stations WNDZ-AM, WRZA-FM and WZCH-FM in the Chicago, Illinois market for an aggregate of approximately $28.8 million; and |
| • | in August 2004, we sold radio station KRVA-AM in the Dallas, Texas market for approximately $3.5 million. |
We have a history of net losses that may impact, among other things, our ability to implement our growth strategies. Although we had a net profit for the years ended December 31, 2004 and 2003, we had a net loss of approximately $10.6 million for the year ended December 31, 2002. Please see “Risk Factors,” beginning at page 29.
Television
Overview
We own and/or operate Univision-affiliated television stations in 20 of the top 50 Hispanic markets in the United States. Our television operations are the largest affiliate group of the Univision networks. Univision’s primary network is the leading Spanish-language network in the United States, reaching 98% of all Hispanic households. Univision’s primary network is the most watched television network (English- or Spanish-language) among U.S. Hispanic households. Univision’s primary network, together with its TeleFutura Network, represent an approximately 80% share of the U.S. Spanish-language network television prime time audience as of December 2004. We operate both Univision and TeleFutura affiliates in 18 of our 23 television markets. Univision’s networks make their Spanish-language programming available to our Univision-affiliated stations 24-hours a day. Univision’s prime time schedule on its primary network consists of substantially all first-run programming throughout the year.
Television Programming
Univision Primary Network Programming. Univision directs its programming primarily toward a young, family-oriented audience. It begins daily with Despierta America and another talk show, Monday through Friday, followed by novelas. In the late afternoon and early evening, Univision offers an entertainment magazine, a news magazine and national news, in addition to local news produced by our television stations. During prime time, Univision airs novelas, variety shows, a talk show, comedies, news magazines and reality shows, as well as specials. Prime time is followed by late news and a late night comedy show. Overnight programming consists primarily of repeats of programming aired previously on the network. Weekend daytime programming begins with children’s programming, followed by sports, reality, teen lifestyle shows and movies.
Approximately eight to ten hours of programming per weekday, including a substantial portion of weekday prime time, are currently programmed with novelas supplied primarily by Grupo Televisa, S.A. de C.V., or Televisa, and Corporacion Venezolana de Television, C.A., or Venevision. Although novelas have been compared to daytime soap operas on ABC, NBC or CBS, the differences are significant. Novelas, originally developed as serialized books, have a beginning, middle and end, generally run five days per week and conclude four to eight months after they begin. Novelas also have a much broader audience appeal than soap operas, delivering audiences that contain large numbers of men, children and teens, in addition to women.
TeleFutura Network Programming. Univision’s other 24-hour general-interest Spanish-language broadcast network, TeleFutura, is programmed to meet the diverse preferences of the multi-faceted U.S. Hispanic
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community. TeleFutura’s programming includes sports (including boxing, soccer and a nightly wrap-up at 11 p.m. similar to ESPN’s programming), movies (including a mix of English-language movies translated into Spanish) and novelas not run on Univision’s primary network, as well as reruns of popular novelas broadcast on Univision’s primary network. TeleFutura offers U.S. Hispanics an alternative to traditional Spanish-language broadcast networks and targets younger U.S. Hispanics who currently watch both English-language and Spanish-language programming.
Entravision Local Programming. We believe that our local news brands our stations in our television markets. We shape our local news to relate to and inform our target audiences. In ten of our television markets, our local news is ranked first or second regardless of language in its designated time slot among viewers 18-34 years of age. We have made substantial investments in people and equipment in order to provide our local communities with quality newscasts. Our local newscasts have won numerous awards, and we strive to be the most important community voice in each of our local markets. In several of our markets, we believe that our local news is the only significant source of Spanish-language daily news for the Hispanic community.
Network Affiliation Agreements. Substantially all of our television stations are Univision- or TeleFutura-affiliated television stations. Our network affiliation agreements with Univision provide certain of our stations with the exclusive right to broadcast Univision’s primary network and TeleFutura programming in their respective markets. These long-term affiliation agreements each expire in 2021, and can be renewed for multiple, successive two-year terms at Univision’s option, subject to our consent. Under the affiliation agreements, we generally retain the right to sell approximately six minutes per hour of the available advertising time on Univision’s primary network, and approximately four and a half minutes per hour of the available advertising time on the TeleFutura network. Those allocations are subject to adjustment from time to time by Univision.
Our network affiliation agreement with the United Paramount Network, or UPN, gives us the right to provide UPN network programming for a ten-year period expiring in October 2009 on XUPN-TV serving the Tecate/San Diego market. A related participation agreement grants UPN a 20% interest in the appreciation of XUPN-TV above $35 million upon certain liquidity events as defined in the agreement.
XHAS-TV broadcasts Telemundo Network Group LLC, or Telemundo, network programming serving the Tijuana/San Diego market pursuant to a network affiliation agreement. Our network affiliation agreement with Telemundo gives us the right to provide Telemundo network programming on XHAS-TV for a six-year period expiring in July 2007. The affiliation agreement grants Telemundo a 20% interest in the appreciation of XHAS-TV above $31 million, plus capital expenditures and certain other adjustments, upon certain liquidity events as defined in the agreement. We also granted Telemundo an option to purchase our ownership interest in KTCD-LP at a purchase price equal to our cost for such interest.
We cannot guarantee that our current network affiliation agreements will be renewed in the future under their current terms or at all.
Marketing Agreements. Our marketing and sales agreement with Univision gives us the right through 2021 to manage the marketing and sales operations of Univision-owned TeleFutura affiliates in six markets—Albuquerque, Boston, Denver, Orlando, Tampa and Washington, D.C.—where we currently own and operate a Univision affiliate.
Our joint marketing and programming agreement with Televisa and certain of its affiliates gives us the right through December 2005 to manage the programming, advertising, sales and certain operational functions of XETV-TV, Channel 6, the Fox network affiliate serving the Tijuana/San Diego market.
Long-Term Time Brokerage Agreements. We operate both XUPN-TV, Channel 49, the UPN network affiliate serving the Tecate/San Diego market, and XHAS-TV, Channel 33, the Telemundo network affiliate serving the Tijuana/San Diego market, under long-term time brokerage agreements. Under those agreements, in
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combination with certain of our Mexican affiliates and subsidiaries, we provide the programming and related services available on these stations, but the stations retain absolute control of the content and other broadcast issues. These long-term time brokerage agreements expire in 2008 and 2030, respectively, and each provides for automatic, perpetual 30-year renewals unless both parties consent to termination. Each of these agreements provides for substantial financial penalties should the other party attempt to terminate prior to its expiration without our consent, and they do not limit the availability of specific performance as a remedy for any such attempted early termination.
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Our Television Station Portfolio
The following table lists information concerning each of our owned and/or operated television stations and its respective market:
| Market | Market Rank (by Hispanic Households) |
Total Households |
Hispanic Households |
% Hispanic Households |
Call Letters, Channel(1) | Programming | |||||||
| Harlingen-Weslaco-Brownsville-McAllen, Texas |
10 | 312,300 | 256,840 | 82.2 | % | KNVO-TV, Channel 48 KVTF-CA, Channel 20 (2) KTFV-CA, Channel 35 (2) |
Univision TeleFutura TeleFutura | ||||||
| Albuquerque-Santa Fe, New Mexico |
11 | 649,680 | 222,670 | 34.3 | % | KLUZ-TV, Channel 41 KTFQ-TV, Channel 14 (3) KTFA-LP, Channel 48 |
Univision TeleFutura Home Shopping Network | ||||||
| San Diego, California |
13 | 1,025,730 | 215,980 | 21.1 | % | KBNT-CA, Channel 17 (2) KHAX-LP, Channel 49 KDTF-LP, Channel 36 KTCD-LP, Channel 46 |
Univision Univision TeleFutura Telemundo | ||||||
| El Paso, Texas |
14 | 288,440 | 207,260 | 71.9 | % | KINT-TV, Channel 26 KTFN-TV, Channel 65 |
Univision TeleFutura | ||||||
| Denver-Boulder, Colorado |
16 | 1,401,760 | 194,300 | 13.9 | % | KCEC-TV, Channel 50 K43FN, Channel 43 KTFD-TV, Channel 14 (3) KDVT-LP, Channel 36 |
Univision Univision TeleFutura TeleFutura | ||||||
| Washington, D.C. |
17 | 2,241,610 | 148,390 | 6.6 | % | WMDO-CA, Channel 47 (2) WFDC-TV, Channel 14 (3) WJAL-TV, Channel 68 |
Univision TeleFutura English-Language | ||||||
| Orlando-Daytona Beach-Melbourne, Florida |
19 | 1,303,150 | 142,830 | 11.0 | % | WVEN-TV, Channel 26 WVCI-LP, Channel 16 W46DB, Channel 46 WOTF-TV, Channel 43 (3) |
Univision Univision Univision TeleFutura | ||||||
| Tampa-St. Petersburg (Sarasota), Florida |
20 | 1,671,040 | 137,750 | 8.2 | % | WVEA-TV, Channel 62 WFTT-TV, Channel 50 (3) WVEA-LP, Channel 46 |
Univision TeleFutura Home Shopping Network | ||||||
| Boston, Massachusetts |
22 | 2,391,840 | 115,250 | 4.8 | % | WUNI-TV, Channel 27 WUTF-TV, Channel 66 (3) |
Univision TeleFutura | ||||||
| Las Vegas, Nevada |
25 | 614,150 | 107,330 | 17.5 | % | KINC-TV, Channel 15 KNTL-LP, Channel 47 KWWB-LP, Channel 45 KELV-LP, Channel 27 |
Univision Univision Univision TeleFutura | ||||||
| Corpus Christi, Texas |
26 | 193,290 | 100,960 | 52.2 | % | KORO-TV, Channel 28 KCRP-CA, Channel 41 (2) |
Univision TeleFutura | ||||||
| Hartford-New Haven, Connecticut |
28 | 1,017,530 | 72,580 | 7.1 | % | WUVN-TV, Channel 18 WUTH-CA, Channel 47 (2) |
Univision TeleFutura | ||||||
| Monterey-Salinas-Santa Cruz, California |
32 | 218,450 | 62,020 | 28.4 | % | KSMS-TV, Channel 67 KDJT-CA, Channel 33 (2) |
Univision TeleFutura | ||||||
| Laredo, Texas |
34 | 62,720 | 58,130 | 92.7 | % | KLDO-TV, Channel 27 KETF-CA, Channel 25 (2) |
Univision TeleFutura | ||||||
| Yuma, Arizona-El Centro, California |
35 | 99,490 | 52,680 | 53.0 | % | KVYE-TV, Channel 7 KAJB-TV, Channel 54 (3) |
Univision TeleFutura | ||||||
| Colorado Springs-Pueblo, Colorado |
36 | 313,170 | 47,640 | 15.2 | % | KGHB-CA, Channel 27 (2) | Univision | ||||||
| Odessa-Midland, Texas |
37 | 135,450 | 47,550 | 35.1 | % | KUPB-TV, Channel 18 | Univision | ||||||
| Palm Springs, California |
41 | 135,190 | 44,250 | 32.7 | % | KVER-CA, Channel 4 (2) KVES-LP, Channel 28 KEVC-CA, Channel 5 (2) |
Univision Univision TeleFutura | ||||||
| Lubbock, Texas |
43 | 152,620 | 43,350 | 28.4 | % | KBZO-LP, Channel 51 | Univision | ||||||
| Santa Barbara-Santa Maria- |
44 | 224,710 | 43,210 | 19.2 | % | KPMR-TV, Channel 38 K10OG, Channel 10 K17GD, Channel 17 K28FK, Channel 28 K35ER, Channel 35 KTSB-LP, Channel 43 |
Univision TeleFutura TeleFutura TeleFutura TeleFutura TeleFutura | ||||||
| Reno, Nevada |
55 | 246,700 | 27,150 | 11.0 | % | KNVV-LP, Channel 41 KNCV-LP, Channel 48 |
Univision Univision | ||||||
| Springfield-Holyoke, Massachusetts |
58 | 267,500 | 26,160 | 9.8 | % | WHTX-LP, Channel 43 | Univision | ||||||
| San Angelo, Texas |
78 | 53,530 | 14,820 | 27.7 | % | KEUS-LP, Channel 31 KANG-CA, Channel 41 (2) |
Univision TeleFutura | ||||||
| Tecate, Baja California, Mexico (San Diego) |
— | — | — | — | XUPN-TV, Channel 49 (4) | UPN | |||||||
| Tijuana, Mexico (San Diego) |
— | — | — | — | XHAS-TV, Channel 33 (4) XETV-TV, Channel 6 (3) | Telemundo Fox |
(footnotes on next page)
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(footnotes from preceding page)
Source: Nielsen Media Research 2005 universe estimates.
| (1) | With the exception of KUPB-TV, Odessa-Midland, Texas, the FCC has granted to each of our owned full-service analog television stations a paired channel to deliver our programming on a digital basis. These paired channel authorizations will remain in place until such time as we are required to operate solely on a digital basis. With the exception of WJAL-TV, Hagerstown, Maryland, we are currently broadcasting on all of the paired digital stations pursuant to FCC authorizations that allow us to do so using facilities at lower power levels than our FCC permits otherwise call for. We expect to commence digital operations in Hagerstown on or before August 4, 2005, unless the FCC permits a later commencement date. |
| (2) | “CA” in call letters indicates station is under Class A television service. |
| (3) | We run the sales and marketing operations of this station under a marketing and sales arrangement. |
| (4) | We hold a minority, limited voting interest (neutral investment) in the entity that directly or indirectly holds the broadcast license for this station. Through that entity, we provide the programming and related services available on this station under a time brokerage arrangement. The station retains control of the contents and other broadcast issues. |
Television Advertising
Substantially all of the revenue from our television operations is derived from local and national advertising and, in two markets, network compensation.
Local. Local advertising revenue is generated from commercial airtime and is sold directly by the station to an in-market advertiser or its agency. In 2004, local advertising accounted for approximately 50% of our total television revenue.
National. National advertising revenue represents commercial time sold to a national advertiser within a specific market by Univision, our national representative firm. For these sales, Univision is paid a 15% commission on the net revenue from each sale (gross revenue less agency commission). We target the largest national Spanish-language advertisers that collectively purchase the greatest share of national advertisements through Univision. The Univision representative works closely with each station’s national sales manager. This has enabled us to secure major national advertisers, including Ford Motor Company, General Motors, Nissan, Verizon, Dodge, SBC, Jack in the Box, McDonald’s, Wal-Mart, Toyota and Bank of America. We also added significant new national advertising accounts in 2004, including Ashley Furniture, Circuit City, the National Pork Board, Long’s Drugs and Loreal. We have a similar national advertising representative arrangement with Telemundo. XUPN/XETV are represented by Blair Television Inc. In 2004, national advertising accounted for approximately 49% of our total television revenue.
Network. Network compensation represents compensation for broadcasting network programming in two television markets. In 2004, network advertising accounted for approximately 1% of our total television revenue.
Television Marketing/Audience Research
We derive our revenue primarily from selling advertising time. The relative advertising rates charged by competing stations within a market depend primarily on five factors:
| • | the station’s ratings (households or people viewing its programs as a percentage of total television households or people in the viewing area); |
| • | audience share (households or people viewing its programs as a percentage of households or people actually watching television at a specific time); |
| • | the time of day the advertising will run; |
| • | the demographic qualities of a program’s viewers (primarily age and gender); and |
| • | competitive conditions in the station’s market, including the availability of other advertising media. |
Nielsen ratings provide advertisers with the industry-accepted measure of television viewing. Nielsen offers a general market service measuring all television household viewing, as well as a separate service to specifically measure Hispanic household viewing. In recent years, Nielsen has modified the methodology of its general market service in an effort to more accurately measure Hispanic viewing by using language spoken in the home in its metered market sample. Nielsen has also added weighting by language as part of its metered market methodology. Of the metered markets in which we operate, to date only Albuquerque, Denver and San Diego have qualified for this weighting, although we believe that others may qualify in future years. We believe that
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this new methodology ultimately will result in ratings gains for us in those markets, allowing us further to increase our advertising rates and narrow any disparities that have historically existed between English-language and Spanish-language advertising rates. We have made significant investments in experienced sales managers and account executives and have provided our sales professionals with research tools to continue to attract major advertisers.
The Nielsen rating services that we use are described below:
| • | Nielsen Hispanic Station Index. This service measures Hispanic household viewing information at the local market level. Each sample also reflects the varying levels of language usage by Hispanics in each market in order to reflect more accurately the Hispanic household population in the relevant market. Nielsen Hispanic Station Index only measures the audience viewing of Hispanic households, that is, households where the head of the household is of Hispanic descent or origin. Although this offers improvements over previous measurement indices, we believe that it still under-reports the number of viewers watching our programming because we have viewers who do not live in Hispanic households. |
| • | Nielsen Station Index. This service measures local station viewing of all households in a specific market. This ratings service, however, is not language-stratified and we believe that it generally under-represents Spanish-speaking households. As a result, we believe that this typically under-reports viewing of Spanish-language television. Despite this limitation, the Nielsen Station Index demonstrates that many of our full-power broadcast stations achieve total market ratings that are fully comparable with their English-language counterparts, with nine of our full-power television stations ranking either first or second in their respective markets in prime time among viewers 18-34 years of age. |
Television Competition
We face intense competition in the broadcasting business. In each local television market, we compete for viewers and revenue with other local television stations, which are typically the local affiliates of the four principal English-language television networks, NBC, ABC, CBS and Fox and, in certain cities, UPN and the WB. In certain markets (other than San Diego), we also compete with the local affiliates or owned and operated stations of Telemundo, the Spanish-language television network that was acquired by NBC in 2002, as well as TV Azteca, the second largest producer of Spanish-language programming in the world.
We also directly or indirectly compete for viewers and revenue with both English- and Spanish-language independent television stations, other video media, suppliers of cable television programs, direct broadcast systems, newspapers, magazines, radio and other forms of entertainment and advertising. In addition, in certain markets we operate radio stations that indirectly compete for local and national advertising revenue with our television business.
We believe that our primary competitive advantage is the quality of the programming we receive through our affiliation with Univision. Over the past five years, Univision’s programming has consistently ranked first in prime time television among all U.S. Hispanic adults. In addition, Univision’s primary network and the TeleFutura Network together have maintained superior audience ratings among all U.S. Hispanic households when compared to both Spanish-language and English-language broadcast networks, as shown by the historical Nielsen ratings below:
| Network |