NEW YORK, NY – February 23, 2022 – TelevisaUnivision, the world’s leading Spanish-language media and content company, today announced financial results for the fourth quarter and year ended December 31, 2021 for Univision Communications Inc. (the “Company”).
Highlights and Financial Summary – Full Year 2021
• Revenue increased 11.8% over the prior year and increased 5.7% over full year 2019 revenue.
• Advertising revenue increased 22.0% over the prior year and increased 6.7% over full year 2019 advertising revenue.
• Core advertising revenue (1) increased 28.0% over the prior year and increased 1.5% over full year 2019 core advertising revenue.
• Adjusted OIBDA (2) increased 5.0% over the prior year despite significant investments in our streaming business.
• Excluding the non-cash fair value adjustments resulting from the Reorganization(3), net indebtedness decreased $319.9 million compared to December 31, 2020.
Highlights and Financial Summary – Fourth Quarter 2021
• Revenue increased 4.1% over fourth quarter 2020 and increased 8.6% over fourth quarter 2019 revenue.
• Core advertising revenue (1) increased 12.1% over fourth quarter 2020 and increased 3.9% over fourth quarter 2019 core advertising revenue.
• At the closing of the TelevisaUnivision transaction, Standard and Poors upgraded the Company’s corporate and debt ratings to B+ and Moody’s raised the Company’s corporate and debt ratings to B1.
“2021 was a remarkable year for Univision in which we turned around both revenue and EBITDA after more than 5 years of declines,” said Wade Davis, CEO of Univision. “Our business is firing on all cylinders across the board. Ratings were up, defying the trend plaguing all other companies in the industry. Advertising revenue grew 22% sequentially, after a presidential election year. Subscription revenue accelerated and most recently grew 15% in the fourth quarter. And, of course, last week we announced our upcoming, game-changing launch of ViX.”
Davis continued, “In the face of all this progress, it is important to remember that the real transformation will be driven by our recently closed merger and the creation of our new company, TelevisaUnivision. The combination of the two companies creates a fundamentally more complete and higher growth business model. On a combined basis preliminary 2021 pro forma revenue was $4.2 billion growing 15% with EBITDA of $1.6 billion growing 11% over prior year which clearly illustrates that the combination of the Mexican business has significantly enhanced overall performance.”
Q4 2021 EARNINGS RESULTS
Revenue
Revenue for the fourth quarter 2021 increased 4.1% to $752.4 million compared to $722.9 million for the same prior period. Below is a summary of the Company’s Successor fourth quarter 2021 revenue by reporting segment compared to Predecessor’s prior year period.
Media Networks
Revenue for our Media Networks segment for the fourth quarter 2021 increased 4.1% to $687.4 million, compared to $660.3 million for the same prior period. Media Networks advertising revenue for the fourth quarter 2021 decreased 0.3% to $372.2 million, compared to $373.5 million for the same prior period. Media Networks core advertising revenue which excludes political and advocacy, including the 2020 election, increased 11.4% to $351.1 million from $315.2 million. The increase in Media Networks core advertising revenue was driven by the impact of a historic 2021 / 2022 Upfront, which saw the highest volume and price growth in the Company’s history, new brand activations, growth in previously low volume accounts, and improvements in all major sectors.
Media Networks subscription and licensing revenue (which includes subscriber fee revenue and program licensing revenue) was $296.0 million for the fourth quarter of 2021 compared to $259.6 million for the same prior period, an increase of $36.4 million. Subscriber fee revenue was $294.5 million in 2021 compared to $255.1 million in 2020, an increase of $39.4 million, or 15.4% primarily due to increases in virtual MVPDs, the elimination of certain non-cash reductions to subscriber fee revenue which impacted prior periods and were eliminated as a result of the Reorganization, partially offset by declines in traditional MVPDs.
Radio
Revenue for our Radio segment for the fourth quarter 2021 increased 3.8% to $65.0 million, compared to $62.6 million for the same prior period. Advertising revenue for the Radio segment for the fourth quarter 2021 increased 2.8% to $63.0 million, compared to $61.3 million the same prior period due to the return of live events and improvements in the entertainment, services, travel and restaurant categories. Core advertising revenue increased 16.5% to $55.9 million, compared to $48.0 million in the same prior period.
Expenses
Below is a summary of the Company’s Successor fourth quarter 2021 expenses on a consolidated basis.
Direct operating expenses related to programming, excluding variable program license fees, for the fourth quarter 2021 decreased $10.5 million, or 5.8%, to $169.6 million from $180.1 million for the same prior period, primarily due to $12.3 million decrease in sports programming and $2.4 million decrease in news programming costs, partially offset by $4.2 million increase in entertainment programming. Direct operating expenses related to the variable program license fees for the fourth quarter 2021 increased $1.9 million, or 1.8%, to $106.2 million from $104.3 million for the same prior period primarily due to the higher revenue base on which the license fee is paid.
Selling, general and administrative expenses for the fourth quarter 2021 increased $47.9 million, or 24.0%, to $247.2 million from $199.3 million for the same prior period primarily due to employee and marketing related items.
Loss from Continuing Operations
Loss from continuing operations for the fourth quarter of 2021 was $2.4 million, compared to $39.1 million for the same prior period. For the three months ended December 31, 2021, loss from continuing operations included a non-cash impairment loss of $5.1 million resulting from the impairment of program rights and broadcast licenses; restructuring, severance and related charges of $24.6 million; and other expense of $13.2 million primarily related to acquisition and transaction related costs and fair value adjustments related to the Company’s investments. For the three months ended December 31, 2020, loss from continuing operations included impairment charges of $85.1 million resulting from the write down of certain television program sports rights and other assets, restructuring and severance charges of $19.9 million; and other expense of $17.7 million primarily for acquisition related costs, partially offset by fair value adjustments related to the Company’s investments.
FULL YEAR 2021 EARNINGS RESULTS
Revenue
Revenue for the full year 2021 on a combined Successor and Predecessor basis increased 11.8% to $2,841.0 million compared to $2,541.9 million for the same prior period. Core revenue for the full year 2021 increased 14.1% to $2,732.7 million compared to $2,394.9 million for the same prior period. Below is a discussion of the Company’s combined Successor and Predecessor full year revenue by reporting segment.
Media Networks
Revenue for our Media Networks segment for the full year 2021 increased 10.8% to $2,606.3 million, compared to $2,351.8 million for the same prior period. Media Networks advertising revenue for the full year 2021 increased 21.6% to $1,400.6 million, compared to $1,151.4 million for the same prior period. Media Networks core advertising revenue which excludes political and advocacy, including the 2020 election, increased 27.7% to $1,320.0 million from $1,033.9 million. The increase in Media Networks core advertising revenue was driven by strong scatter volume and pricing, new brand activations, growth in previously low volume accounts, and improvements in all major sectors.
Media Networks subscription and licensing revenue (which includes subscriber fee revenue and program licensing revenue) was $1,112.3 million for the full year 2021 compared to $1,107.6 million for the same prior period, an increase of $4.7 million. Subscriber fee revenue was $1,102.2 million in 2021 compared to $1,073.0 million in 2020, an increase of $29.2 million, or 2.7% primarily due to increases in virtual MVPDs, the elimination of certain non-cash reductions to subscriber fee revenue which impacted prior periods and were eliminated as a result of the Reorganization, partially offset by declines in traditional MVPDs.
Radio
Revenue for our Radio segment for the full year 2021 increased 23.5% to $234.7 million, compared to $190.1 million for the same prior period. Advertising revenue for the Radio segment for the full year 2021 increased 24.1% to $226.9 million, compared to $182.9 million the same prior period due to the return of live events and improvements in the entertainment, services, travel and restaurant categories. Core advertising revenue increased 29.9% to $199.2 million, compared to $153.4 million for the same prior period.
Expenses
Below is a summary of the Company’s combined Successor and Predecessor full year 2021 expenses on a consolidated basis.
Direct operating expenses related to programming, excluding variable program license fees, for the full year 2021 increased $123.2 million, or 25.1%, to $614.2 million from $491.0 million for the same prior period, primarily due to $95.6 million increase in sports programming and $28.2 million increase in entertainment programming costs, partially offset by $0.6 million decrease in news programming costs. Direct operating expenses related to the variable program license fees for the full year 2021 increased $38.0 million, or 10.5%, to $400.5 million from $362.5 million for the same prior period primarily due to the higher revenue base on which the license fee is paid.
Selling, general and administrative expenses for the full year 2021 increased $91.8 million, or 13.6%, to $764.8 million from $673.0 million for the same prior period primarily due to employee and marketing related items.
Income (Loss) from Continuing Operations
Income (loss) from continuing operations for the full year 2021 was $133.7 million of income, compared to a loss of $23.8 million for the same prior period. The income from continuing operations for the full year 2021 included a non-cash impairment loss of $102.2 million resulting from the write down of broadcast licenses, write-down of certain television sports program rights primarily resulting from the reduction in the number of games aired on the linear networks as well as certain payments made in excess of recoverable amounts and for content which will no longer be aired and write down of certain lease assets and other assets; restructuring, severance and related charges of $66.9 million; and other income of $21.5 million primarily related to fair value adjustments related to the Company’s investments, partially offset by acquisition and transaction related costs. Loss from continuing operations for the full year of 2020 was $23.8 million. The loss for the full year 2020 included impairment charges of $243.2 million resulting from the write down of certain television program sports rights and other assets, restructuring and severance charges of $46.1 million; and other expense of $35.1 million primarily for acquisition related costs, partially offset by fair value adjustments related to the Company’s investments.
Selected Cash Flow/Balance Sheet Information
For the twelve months ended December 31, 2021, cash flows provided by operating activities were $370.1 million compared to cash flows provided by operating activities of $329.2 million for the same prior period. The increase was primarily due to the timing of contractual payments, partially offset by higher sports payments and investments in our streaming business and working capital increases year-over-year. For the twelve months ended December 31, 2021, investing activities included capital expenditures of $42.2 million compared to $22.4 million for the same prior period. Excluding the non-cash fair value adjustments resulting from the Reorganization, net indebtedness decreased $319.9 million compared to December 31, 2020.
Recent Developments
Televisa-Univision Business Combination
On January 31, 2022 Grupo Televisa, S.A.B (“Televisa”; NYSE:TV; BMV:TLEVISA CPO) and Univision Holdings II, Inc. (“UH Holdco”) (together with its wholly owned subsidiary, Univision Communications Inc., “Univision”) announced the completion of the transaction between Televisa’s media content and production assets and Univision. The new company, which is named TelevisaUnivision, Inc. (the “Company” or “TelevisaUnivision”), creates the world’s leading Spanish-language media and content company. TelevisaUnivision will produce and deliver premium content for its own platforms and for others, while also providing innovative solutions for advertisers and distributors globally.
The transaction brings together the most compelling content and intellectual property with the most comprehensive media platforms in the two largest Spanish speaking markets in the world. Televisa’s four broadcast channels, 27 pay-TV channels, Videocine movie studio, Blim TV subscription video-on-demand service, and the Televisa trademark, will be combined with Univision’s assets in the U.S., which include the Univision and UniMás broadcast networks, nine Spanish language cable networks, 59 television stations and 57 radio stations in major U.S. Hispanic markets, and the ViX AVOD platform, formerly known as PrendeTV. Together, TelevisaUnivision owns the largest library of Spanish-language content and intellectual property in the world, and the most prolific long-form Spanish-language content engine in the industry. As
a result of the combination, TelevisaUnivision reaches over 60% of the respective TV audiences in both the U.S. and Mexico. Across television, digital, streaming, and audio, the Company reaches over 100 million Spanish speakers every day, holding leading positions in both markets.
The transaction consideration of $4.5 billion was comprised of $3.0 billion in cash, $750.0 million in UH Holdco Class A common stock and $750.0 million in new Series B preferred stock of UH Holdco, with an annual dividend of 5.5%. The transaction was financed through $1.0 billion of new UH Holdco Series C preferred stock investment led by SoftBank, along with ForgeLight, with participation from Google and The Raine Group, $1.05 billion of new term loan facility and $1.05 billion of issued 4.500% Senior Secured Notes due 2029 (the “Notes”). The Notes were funded into escrow which was recorded as Restricted Cash and the escrowed amount was released at closing date.
Reorganization Transaction
On March 12, 2021, Univision Holdings, Inc (“UHI”) entered into a reorganization agreement, which closed on May 18, 2021, pursuant to which, among other things, UH Holdco (formally known as Searchlight III, UTD, L.P. “Searchlight”) became the 100% owner of the issued and outstanding capital stock of UHI through a series of transactions (the “Reorganization”). Prior to the Reorganization, UH Holdco held a non-controlling interest in UHI. Upon consummation of the Reorganization, the existing Searchlight entity was converted into a Delaware corporation and re-named Univision Holdings II, Inc. As a result of the Reorganization, a new basis of accounting was established at May 18, 2021 (the “Reorganization Date”), which resulted in the remeasurement of the Company’s assets obtained and liabilities assumed to fair value as of such date. The periods prior to the reorganization date are identified as “Predecessor” and the period after the reorganization date is identified as “Successor”.
Accounts Receivable Facility
On October 5, 2021, the Company renewed its existing Accounts Receivable facility until 2026 at LIBOR plus a margin of 1.4%.
CONFERENCE CALL
Univision will conduct a conference call to discuss its fourth quarter and full year financial results at 11:00 a.m. ET/8:00 a.m. PT on Wednesday, February 23, 2022. To participate in the conference call, please dial (866) 518-6930 (within U.S.) or (203) 518-9797 (outside U.S.) fifteen minutes prior to the start of the call and provide the following pass code: Univision. A playback of the conference call will be available beginning at 2:00 p.m. ET, Wednesday, February 23, 2022, through Wednesday, March 2, 2022. To access the playback, please dial (800) 925-9951 (within U.S.) or (402) 220-5397 (outside U.S.).
About TelevisaUnivision, Inc.
As the leading Spanish-language media and content company in the world, TelevisaUnivision features the largest library of owned content and industry-leading production capabilities that power its streaming, digital and linear television offerings, as well as its radio platforms. The Company’s media portfolio includes the top-rated broadcast networks Univision and UniMás in the U.S. and Las Estrellas and Canal 5 in Mexico. TelevisaUnivision is home to 36 Spanish language cable networks, including Galavisión and TUDN, the No. 1 Spanish-language sports network in the U.S. and Mexico. With the most compelling portfolio of Spanish-language sports rights in the world, TelevisaUnivision has solidified its position as the Home of Soccer. TelevisaUnivision also owns and manages 59 television stations across the U.S. and four broadcast channels in Mexico affiliated with 222 television stations, Videocine studio, and Uforia, the Home of Latin Music, which encompasses 57 owned or operated U.S. radio stations, a live event series and a robust digital audio footprint. TelevisaUnivision is home to premium streaming services PrendeTV and Blim TV, which altogether host over 50,000 hours of high-quality, original Spanish-language programming from distinguished producers and top talent, and the soon-to-launch two-tier global streaming platform ViX. The company’s prominent digital assets include Univision.com, Univision NOW, and several top-rated digital apps. For more information, visit televisaunivision.com.
Investor Contact: Bob Entwistle, 201-287-4304
Media Contact: Maria Arceo, 305-702-7043
Forward-Looking Statements / Safe Harbor
Certain statements contained within this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases you can identify forward looking statements by terms such as “anticipate,” “plan,” “may,” “intend,” “will,” “expect,” “believe,” “optimistic” or the negative of these terms, and similar expressions intended to identify forward-looking statements.
These forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Also, these forward-looking statements present our estimates and assumptions only as of the date of this press release. We undertake no obligation to modify or revise any forward-looking statements to reflect events or circumstances occurring after the date that the forward-looking statement was made.
Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include: risks and uncertainties related to, and disruptions to the Company’s business and operations caused by, the TelevisaUnivision Business Combination and the combination of the companies’ content businesses and financing related to such transaction, and impacts of any changes in strategies following the consummation of the TelevisaUnivision Business Combination; risks and uncertainties as to the evolving and uncertain nature of the COVID-19 pandemic and its impact on the Company, the media industry, and the economy in general, including interference with, or increased cost of, the Company’s or its partners’ production and programming, changes in advertising revenue, suspension of sporting and other live events, disruptions to the Company’s operations and the Company’s response to the COVID-19 virus related to facilities closings and increases in expenses relating to precautionary measures at the Company’s facilities to protect the
health and well-being of its employees due to COVID-19; and other factors as described under “Forward-Looking Statements” in the Company’s Reporting Package. Actual results may differ materially due to these risks and uncertainties. The Company assumes no obligation to update forward-looking information contained in this press release.
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and in thousands)
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per-share data)
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
RECONCILIATION OF (LOSS) INCOME FROM CONTINUING OPERATIONS
Management of the Company evaluates operating performance for planning and forecasting future business operations by considering Adjusted OIBDA (as described below), Adjusted Core OIBDA1 (as described below) and Bank Credit Adjusted OIBDA (as described below). Management also uses Bank Credit Adjusted OIBDA to assess the Company’s ability to satisfy certain financial covenants contained in the Company’s senior secured credit facilities and the indentures governing its senior notes. Adjusted OIBDA, Adjusted Core OIBDA and Bank Credit Adjusted OIBDA eliminate the effects of certain items that the Company does not consider indicative of its core operating performance. Adjusted OIBDA and Adjusted Core OIBDA represent operating income before depreciation, amortization and certain additional adjustments to operating income. Adjusted Core OIBDA also excludes the impact of certain items that have been excluded to allow for comparability between the periods because such items do not occur in every period. In calculating Adjusted OIBDA and Adjusted Core OIBDA the Company’s operating income (loss) is adjusted for share-based compensation and other non-cash charges, restructuring and severance charges, as well as certain unusual and infrequent items and other non-operating related items. Bank Credit Adjusted OIBDA represents Adjusted OIBDA with certain additional adjustments permitted under the Company’s senior secured credit facilities and its indentures governing the senior notes that include add-backs and/or deductions, as applicable, for specified business optimization expenses, and income (loss) from equity investments in entities, the results of which are consolidated in the Company’s operating income (loss), that are not treated as subsidiaries, and certain other expenses. Adjusted OIBDA, Adjusted Core OIBDA and Bank Credit Adjusted OIBDA are not, and should not be used as, indicators of or alternatives to operating income as reflected in the consolidated financial statements. They are not measures of financial performance under GAAP and they should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Since the definition of Adjusted OIBDA, Adjusted Core OIBDA and Bank Credit Adjusted OIBDA may vary among companies and industries, neither should be used as a measure of performance among companies. The Company is providing a reconciliation of the non-GAAP terms Adjusted OIBDA, Adjusted Core OIBDA and Bank Credit Adjusted OIBDA to (loss) income from continuing operations, which is the most directly comparable GAAP financial measure.
The tables below set forth a reconciliation of the non-GAAP terms Adjusted OIBDA, Adjusted Core OIBDA and Bank Credit Adjusted OIBDA to (loss) income from continuing operations. The information provided below is the combined results of the Successor and Predecessor for the twelve months ended December 31, 2021.
The following tables set forth the Company’s advertising revenue for the three months ended December 31, 2021 (Successor) and the three months ended December 31, 2020 (Predecessor).
The following tables set forth the Company’s advertising revenue for the twelve months ended December 31, 2021 and 2020. The information provided below is the combined results of the Successor and Predecessor for the twelve months ended December 31, 2021.
- Political and advocacy revenue is subject to political cycles and the timing of advocacy campaigns. This item has been excluded from core revenue, core advertising revenue and Adjusted Core OIBDA to allow for comparability between all periods.
- See pages 12-16 for a description of the non-GAAP term Adjusted OIBDA, a reconciliation to (loss) income from continuing operations and limitations on its use.
- The Company adopted pushdown accounting on May 18, 2021 (the “Reorganization Date”) as a result of the Reorganization transaction defined and discussed under “Recent Developments Reorganization Transaction.” As a result of the application of pushdown accounting, the Company’s financial statements for periods prior to the Reorganization Date are not comparable to those for periods subsequent to the Reorganization Date. References to “Successor” refer to the Company on or after the Reorganization Date. References to “Predecessor” refer to the Company prior to the Reorganization Date. Operating results for the Successor and Predecessor periods are not necessarily indicative of the results to be expected for a full fiscal year. References such as the “Company,” “we,” “our” and “us” refer to Univision Communications Inc. and its consolidated subsidiaries, whether Predecessor and/or Successor, as appropriate. The three months ended December 31, 2021 numbers are part of the Successor’s period and the twelve months ended December 31, 2021 are presented on a combined Predecessor and Successor basis.
- See page 3-4 for a description of certain significant items affecting the comparability of (loss) income from continuing operations and net (loss) income for the fourth
quarter 2021 in comparison to the same prior period and for full year 2021 in comparison to the same prior period. - Non-GAAP measures are detailed in the Reconciliation of (Loss) Income from Continuing Operations on pages 12 – 16. The reconciliation of EBITDA for purposes of this release is treated as equivalent to Adjusted OIBDA.
- Restricted cash was $1.1 billion and $1.7 million at December 31, 2021 and 2020, respectively. The 2021 Restricted cash balance is comprised primarily of the escrowed net proceeds from the issuance of the Notes. The 2020 Restricted cash balance is comprised of escrow amounts for certain lease and grant payments.
- Other, net is primarily comprised of acquisition and transaction related costs, partially offset by income (loss) arising from fair value adjustments on the Company’s investments.
- Impairment loss in 2021 is primarily related to the write down of FCC licenses, program rights and charges to certain lease assets. Impairment loss in 2020 is related to the write down of broadcast licenses, program rights, tradenames, charges on certain lease assets and other assets.
- Loss on dispositions in 2021 primarily relates to the write-off of facility-related assets. Loss on disposition in 2020 primarily relates to the sale of certain assets and write-off of facility-related assets.
- Other adjustments in 2021 and 2020 to operating income are primarily comprised of unusual and infrequent items as permitted by our credit agreement, including operating expenses in connection with COVID-19.
- Under the Company’s credit agreement governing the Company’s senior secured credit facilities and indentures governing the Company’s senior notes, Bank Credit Adjusted OIBDA permits the add-back and/or deduction, as applicable, for specified income (loss) from equity investments in entities, the results of which are consolidated in the Company’s operating income (loss), that are not treated as subsidiaries, in each case under such credit facilities and indentures, and certain other expenses. The amounts for certain entities that are not treated as subsidiaries under the Company’s senior secured credit facilities and indentures governing the Company’s senior notes above represent the residual elimination after the other permitted exclusions from Bank Credit Adjusted OIBDA. In addition, certain contractual adjustments under the Company’s senior secured credit facilities and indentures are permitted to operating income (loss) under the Company’s senior secured credit facilities and indentures governing the Company’s senior notes in all periods related to the treatment of the accounts receivable facility under GAAP that existed when the credit facilities were originally entered into and other miscellaneous items.
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