SCHEDULE II UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
6. Intangible Assets and Goodwill (Continued)
6. Intangible Assets and Goodwill (Continued)
Estimated amortization expense for the five years subsequent to December 31, 2007 is as follows:
The Company incurred amortization expense of $60.6 million, $0.6 million, $2.7 million and $2.8 million for the nine months ended December 31, 2007, three months ended March 31, 2007 and the years ended 2006 and 2005, respectively. The remaining weighted average amortization period for the amortizable intangibles is approximately 21 years.
Goodwill is as follows:
Intangible Assets Being Amortized
Nielsen contract $ 20,700 $ 14,533 $ 6,167
Intangible Assets Not Being Amortized
Broadcast licenses 4,281,289
(a) There were no changes in goodwill from January 1, 2007 to March 31, 2007.
Successor Segments
Television Radio Internet Total
Goodwill at December 31, 2007 (b) $ 6,039,979 $ 1,129,325 $ 107,945 $ 7,277,249
(b) There were no changes in goodwill from April 1, 2007 through December 31, 2007 other than the transactions related to the Merger.
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2007
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
7. Investments
Investments consist of the following as of December 31,:
Investments
As a result of the Merger on March 29, 2007, the Company increased the value of its Entravision investment by $33.4 million from
$122.1 million to $155.5 million, which was the fair value of the Company’s investment in Entravsion on the date of the Merger based on the closing stock price on that date of $9.07. Entravision’s stock price on December 31, 2007 was $7.83. The Company has determined that it is not appropriate to record an other than temporary charge for the decline in the value of its investment in Entravision at December 31, 2007 since, as of December 31, 2007, the Entravision stock price has been trading below the Company’s cost basis of $9.07 for only two months.
Any gain or loss on future transactions involving Entravision stock will be measured by comparing the cost basis of $9.07 per share to the fair value of the Entravision stock at the transaction date. The Company monitors the Entravision stock price, its operating results, the performance and outlook for the media sector in general and other information available to determine if the value of its investment becomes other than temporarily impaired in subsequent reporting periods. The future sale of the stock will have no impact on the Company’s existing television station affiliation agreements with Entravision.
As part of the consent decree pursuant to which the United States Department of Justice approved the Company’s acquisition of Hispanic Broadcasting Corporation (“HBC”), the Company is currently required to own not more than 15% of Entravision stock on a fully converted basis, which includes full exercise of employee options and conversion of all convertible securities, and to sell enough of the Company’s Entravision stock so that its ownership of Entravision, on a fully converted basis, does not exceed 10% by March 26, 2009. As of December 31, 2007, the Company owned 17,152,729 shares of Entravision Class U common stock. As part of its stock repurchase plan, Entravision
repurchased and retired 6.3 million shares of its common stock in the fourth quarter of 2007, which increased the Company’s ownership interest in Entravision on a fully converted basis to 16.0% as of December 31, 2007 from 14.8% as of September 30, 2007. On February 4, 2008, the Company sold 1.5 million shares of its Entravision Class U common stock to Entravision for $10.4 million and reduced its ownership interest in Entravision on a fully converted basis to 14.7%. The Company now owns 15,652,729 shares of Entravision Class U common stock.
The Company accounts for its investment in Entravision as a cost method investment.
At December 31, 2007, the Company expected to sell 1.3 million shares to reduce its ownership interest in Entravision below 15% and wrote down the 1.3 million shares to the year-end Entravision closing share price of $7.83 and recorded an other than temporary charge of $1.6 million since the Company did not expect to recover
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2007
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
7. Investments (Continued)
its stock cost basis of $9.07 prior to the sale of these shares. The 1.3 million shares were sold as part of the February 4, 2008 transaction noted above.
At December 31, 2007, the Company’s cost basis in its Entravision investment was $154.0 million and its fair value was $134.3 million, which resulted in an unrealized loss of $19.7 million.
In 2005, the Company recorded a charge for an other than temporary decline in the fair value of its Entravision investment of $73.1 million. The Company did not record a tax benefit related to the charge. The Company recorded a deferred tax asset of $28.5 million related to its capital loss that was offset by a valuation allowance for the same amount since, based on the weight of available evidence, it is more likely than not that the deferred tax asset recorded will not be realized.
On January 1, 2006, the Company acquired radio stations KBRG(FM) and KLOK(AM) serving the San Francisco/San Jose, California market from Entravision for approximately $90 million. The Company paid for the acquisition with shares of Entravision common stock held by the Company.
On March 2, 2006, the Company and Entravision completed the repurchase by Entravision of 7 million shares of Entravision Class U common stock held by the Company, for an aggregate sale price of $51.1 million, or $7.30 per share. This share repurchase transaction, coupled with the Company’s purchase of Entravision’s radio stations serving the San Francisco/San Jose market for approximately 12.6 million shares of Entravision Class U common stock, reduced the Company’s non-voting ownership interest on a fully converted basis in Entravision to approximately 14.9%. The Company recognized a gain on the repurchase transaction of approximately $1.2 million.
Due to Entravision option terminations during the quarter ended June 30, 2006, the Company’s non-voting ownership interest on a fully converted basis in Entravision increased to approximately 15.06% at June 30, 2006. On July 10, 2006, the Company sold 200,000 shares of its Entravision Class U common stock for an aggregate sale price of $1.6 million, which reduced the Company’s non-voting ownership interest on a fully converted basis in Entravision to approximately 14.9%, and recognized a gain of $0.2 million.
On November 7, 2002, the Company, through its wholly-owned subsidiary TeleFutura, entered into a limited liability company agreement with Roberts Brothers Broadcasting, LLC (“Roberts”), called St. Louis/Denver LLC (the “LLC”). In 2002, TeleFutura contributed
$26 million and in 2003 contributed its minority interests in the St. Louis and Denver stations of approximately $34 million and Roberts contributed its majority interests in the St. Louis and Denver stations to the LLC. The Company owns 45% of the joint venture. The Company accounts for its investment in St. Louis/Denver LLC as an equity method investment. In addition, TeleFutura and Roberts have each entered into time brokerage agreements (“TBA”) to program the Denver and St. Louis stations, respectively. The TeleFutura TBA became effective on February 23, 2003. In 2005 and 2006, the Company determined that the fair value of its investment in the LLC was less than the book carrying value and recorded impairment charges of $8.8 and $5.2 million, respectively.
In June 2001, the Company purchased for $26 million an approximate 20% non-voting preferred stock equity interest in Equity
Broadcasting Corporation (“EBC”), which has 23 full power/network television stations, 38 Class A television stations and applications and 57 low-power television stations. In addition, in September 2001, the Company purchased shares of Equity Broadcasting’s Class A common stock for approximately $2.5 million.
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
December 31, 2007
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
7. Investments (Continued)
On April 10, 2006, Coconut Palm Acquisition Corp. (“CPAC”) announced that it had entered into an Agreement and Plan of Merger with EBC. At December 31, 2006, the Company had an investment in EBC of approximately $38.7 million. On March 30, 2007, EBC merged with and into CPAC, with CPAC remaining as the surviving corporation. Following closing of the merger, CPAC changed its name to Equity Media Holdings Corporation. As a result of the merger, the Company received cash of $19.6 million, preferred stock of $10.5 million, common stock of $5.3 million and two television station FCC licenses serving the Salt Lake City market valued at approximately $8.5 million. The Company received $43.9 million in total consideration for its investment in EBC on the date of the merger. The Company accounts for its common stock investment in EBC as available-for-sale securities under the guidelines of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities .
At December 31, 2007, the Company recorded a $1.3 million other than temporary decline in the fair value of its $5.3 million common stock investment in Equity Media Holdings Corporation based on the Equity Media Holdings share price on that date, reducing the investment to $4.0 million.
In April 2003, the Company entered into a limited liability company agreement with Televisa Pay-TV Venture, Inc. to form a 50/50 joint venture called TuTV LLC. The Company accounts for its investment in TuTV LLC as an equity method investment.
Variable Interest Entities
Since March 31, 2004, the Company was also required to consolidate the assets, liabilities, and operating results of the Puerto Rico TV stations, WLII/WSUR, Inc., a Delaware corporation (“WLII”), which were wholly-owned by Raycom Media, Inc. (“Raycom”). On June 30, 2005, the Company acquired Raycom’s ownership interest in WLII in Puerto Rico for approximately $190 million, excluding acquisition costs.