3rd Qtr & 9 Mths Rslts - P1
Telefonica SA
15 November 2000
PART 1
Results
January-September 2000
Notes
- The January-September 1999 base has been adjusted to facilitate comparison
with the structure and inter-Group relations applicable in 2000. These are
different to those applicable in 1999, due to the company's restructuring by
business line, especially the Incorporation of the Telefonica Sistemas sub-Group
into the Telefonica Data Group when in the previous year this had been included
under Telefonica de Espana.
- Financial statements in this report have been compiled by translating the
company's accounts from pesetas into euros by line. Sub-totals are already
stated in euros. This could give rise to small rounding discrepancies.
INTRODUCTION
BASICS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (*)
- In September, Telefonica sold 11,415,264 ordinary shares in the subsidiary
Telefonica Publicidad e Informacion, representing 3.1% of its share capital.
This operation generated EURO 105.6 million in capital gains for the Telefonica
Group. Telefonica now has a 59.87% interest in the capital of TPI. The company
continues to be consolidated by the global integration method.
- On August 2, Telefonica, S.A. issued 213,409,097 ordinary shares with a
nominal value of EURO 1 each at an issue premium of EURO 2.875 per share, which
were transferred to the shareholders of Endemol Entertainment Holding, N.V., in
exchange for shares representing 99.2% of the share capital of Endemol. The
company has been consolidated by the global integration method in the Telefonica
Group's financial statements.
- In August and September, the subsidiary Endemol Entertainment Holding sold
25.1% of the German Film and TV Distributor Helkon, generating EURO 25.4
million in capital gains. It also sold 25% of the Spanish Internet portal,
Telepolis, generating EURO 2.1 million in capital gains.
- On July 11, Telefonica, S.A. issued 80,954,801 new shares with a nominal value
of EURO 1 each, at an issue premium of EURO 8.072 per share, which were
transferred to those shareholders and holders of American Depositary Shares
(ADS) of Telefonica del Peru, S.A. who accepted the exchange offer. The
Telefonica Group now has a direct and indirect interest of 96.3% in the
aforementioned company. The company continues to be consolidated by the global
integration method in the Telefonica Group's financial statements.
- On July 6, Telefonica, S.A. issued 90,517,917 ordinary shares with a nominal
value of EURO 1 each, at an issue premium of EURO 2.995 per share, which were
transferred to those shareholders and holders of American Depositary Shares
(ADS) of Tele Sudeste Celular Participacoes, S.A. who accepted the exchange
offer. The Telefonica Group now has a direct and indirect interest of 86.0% in
the aforementioned company. The company continues to be consolidated by the
global integration method in the Telefonica Group's financial statements.
- On the same date as in the previous paragraph, Telefonica, S.A. issued
371,350,753 ordinary shares with a nominal value of EURO 1 each, at an issue
premium of EURO 10.91 per share, which were transferred to those shareholders
and holders of American Depositary Shares (ADS) of Telecomunicacoes de Sao
Paulo, S.A. - Telesp who accepted the exchange offer. The Telefonica Group now
has a direct and indirect interest of 81.1% in the aforementioned company. The
company continues to be consolidated by the global integration method in the
Telefonica Group's financial statements.
- On July 4, Telefonica, S.A. issued 157,951,446 new shares with a nominal value
of EURO 1 each, at an issue premium of EURO 8.129 per share, which were
transferred to those shareholders and holders of American Depositary Shares
(ADS) of Telefonica de Argentina, S.A. who accepted the exchange offer. The
Telefonica Group now has a direct and indirect interest of 97.9% in the
aforementioned company. The company continues to be consolidated by the global
integration method in the Telefonica Group's financial statements.
- In July, Telefonica, SA incorporated the Dutch company Emergia Holding, N.V.,
subscribing and fully paying the initial share capital of the new company which
amounted to EURO 46,000,
(*) Referred only to the changes in the consolidation, parameter during the
third quarter.
- Telefonica Publicidad e Informacion, a subsidiary of Telefonica, S.A., has
acquired 90.5% of International Publishing Group, S.L (IPG). In this respect,
it increased capital through the issue of 414,831 ordinary shares of EURO 0.05
each, at an issue premium of EURO 17.9833 per share. These shares were
transferred to the shareholders of I.P.G. in payment of the purchase of 70.5% of
the share capital of I.P.G. Additionally, TPI paid EURO 2.1 million in cash for
208 additional shares of I.P.G., which represent 20% of the company's share
capital, TPI now owns 90.5% of I.P.G., with a book value of EURO 9.7 million.
- In July, Telefonica Publicidad e Informacion, S,A. incorporated the companies
Telefonica Publicidad e Informacion Internacional, S.A. (100%) and Iniciativa
de Mercados Interactivos (100%), S.A, for a total of EURO 0.1 million,
respectively.
- In August, TPI acquired Guia Local Networks, S.A., paying EURO 1.5 million
for 20% of the share capital.
- The Terra Group has acquired a further 5% of the share capital of Terra
Networks Guatemala, S,A. for a total of EURO 0.4 million. The Terra Group now
controls all the share capital of the company, which continues to be
consolidated by the global integration method in the Telefonica Group's
financial statements.
- During the first nine months of 2000, the following subsidiaries have been
constituted: Terra Networks Operation, Inc., Terra Networks Access Services USA,
Llc, and Terra Networks Interactive Services USA, Llc., all of which are
100%-owned by Terra Networks USA, Inc. Also, the company Terra Networks Games,
Co., 100%-owned by Terra Networks, S.A., has been incorporated. All these
companies have been consolidated by the global integration method in the
Telefonica Group's financial statements.
- In July, Terra Networks, S.A. increased its share capital by 3,750,000
ordinary shares with a nominal value of EURO 2 each, at a premium of EURO 9 per
share, subscribed and fully paid for by shareholdings of 49% and 10% in the
capital of the US companies Terra Networks Access Services USA Llc, and Terra
Networks Interactive Services USA Llc., respectively. Terra Networks now owns
100% of the capital of both companies which continue to be consolidated by the
global integration method in the Telefonica Group's financial statements.
- In September, Terra Networks increased its share capital by a nominal amount
of EURO 70,967,742, through the issue of 35,483,871 new ordinary shares of
EURO 2 nominal value each, at a premium of EURO 60 per share. In the context
of the agreements reached with Lycos to merge with Terra, Telefonica, S.A.
subscribed and paid for 35,380,101 shares. As a result of this operation and
the one carried out in July, the Telefonica Group now directly and indirectly
owns 70.7% of the shares comprising the share capital of Terra Networks.
- Also in September, Ordenamiento de Links Especializados, S.A., a 100%-owned
subsidiary of Terra Networks, bought 100% of EP Comunicaciones, for a total of
EURO 6.0 million. This company, in turn, owns 50% of Advertising Quality, S.L.,
so Terra Networks now has a 100% interest in Advertising Quality, S.L. Both
Advertising Quality, S.L and EP Comunicaciones are consolidated by the global
integration method in the Telefonica Group's financial statements.
- In September, Terra Networks acquired 100% of Segovia for a total of
EURO 77.9 million. This company, in turn, owns 4% of the share capital of
Terra Networks Brazil, so now the Terra Group directly and indirectly owns 100%
of the company's share capital. Both subsidiaries are consolidated by the
global integration method in the Telefonica Group's financial statements.
- Terra Networks Colombia Holding, S.A., a 100%-owned subsidiary of Terra
Networks, has acquired 65% of the share capital of LaCiudad.Com for a total of
EURO l2.8 million. This company is consolidated by the global integration
method in the Telefonica Group's financial statements.
- In June, Telefonica de Argentina, S.A., a Telefonica Group subsidiary, sold
100% of Radio Liamada SACI, generating EURO 0.5 million in capital gains. The
company is no longer consolidated under the Telefonica Group.
- In July, Compania de Telecomunicaciones de Chile, S.A., 43.6%-owned by the
Telefonica Internacional Group, sold 40% of CTC Metropolis-intercom, generating
capital gains of EURO 13.0 million. The company is no longer under the
Telefonica Group.
- In July, the Telefonica Internacional Group sold all its shares in CRT Fixa,
representing 16.7% of the company's share capital, generating EURO 48.5 million
in capital gains. The company is no longer consolidated under the Telefonica
Group.
- In September, Compania de Telecomunicaciones de Chile, S.A., a subsidiary of
the Telefonica Internacional Group, acquired 20% of Empresas de Tarjetas
Inteligentes, S.A., for a total of EURO 158.6 million. This company is carried
by the equity method.
- In 2000, the investments in Telefonica Data Brazil, S.A., Telefonica Data
Canada, Inc., Telefonica Data USA and Telefonica Data Licensing, all 100%-owned
by the Data Group, have been concluded.
- Telefonica Data, ACEA and the Fiat Group have agreed to create ATLANET by
merging ACEA-Telefonica and Telexis. Telefonica Data will have a 34% interest
in this new company, ACEA 33% and Fiat-Ifil 33%. The following measures have
been taken in this respect:
On September 1, 2000, Telefonica Data bought 30% of Telexis Spa., a Fiat
Group company. On October 20, ACEA acquired 11.4% of ACEA-Telefonica shares
from Telefonica Data, which had a 49% stake in ACEA-Telefonica.
As Telefonica Data will control the management of ATLANET as of September
2000, ACEA-Telefonica has been consolidated by the global integration method
(previously by the equity method).
- Telefonica Data has undertaken to acquire 89.6% of the capital increase of
ACE, in which it has a 40% interest. When these agreements have been finalized,
Telefonica Data will own 85% of ACE. In September, Telefonica Data paid a
first call on capital for 25% of this increase, which is pending formalization.
- Andalucia Digital Multimedia, S.A., 24%-owned by Telefonica de Espana, S.A.,
in turn a l00%-owned subsidiary of Telefonica, S.A, has been consolidated by the
equity method in the Telefonica Group's financial statements for the first time
this year.
- Telefonica de Espana, S.A, a 100%-owned subsidiary of Telefonica, S.A, has
constituted Iberwap, S.A.U., with initial share capital of EURO 0.1 million.
- Telefonica Moviles, S.A. has incorporated Telefonica Moviles USA, S.A. with an
initial capital of EURO 0.01, subscribed and fully paid by Telefonica Moviles.
The company has been consolidated by the global integration method in the
Telefonica Group's financial statements.
- Terra Mobile, 51%-owned by Telefonica Moviles and 49%-owned by Terra Networks,
has bought l00% of the share capital of the Finnish company I.0. Box,
which develops mobile telephony Internet technology and provides related
services, for a total of EURO 216.2 million. The company has been consolidated
by the global integration method in the Telefonica Group's financial statements.
- Over the present year, Atento Holding Inc. has constituted the following
companies of which it has the following holdings:
100% of Atento Argentina, S.A., with initial capital of twelve thousand US
dollars. The company has been consolidated by the global integration method
in the Telefonica Group's financial statements.
99.98% of Atento Colombia, S.A., with initial capital of 1,950,000 Colombian
pesos. The company has been consolidated by the global integration method in
the Telefonica Group's financial statements.
99.87% of Atento Maroc, S.A, with initial capital of three hundred thousand
US dollars. 100% of Atento Venezuela, with initial capital of one hundred
thousands bolivares.
99.5% of Atento Asia Pacifico, with registered offices in Japan, and initial
capital of ten million yens.
69.99% of Atento Pasona, with registered offices in Japan, and initial
capital of five hundred million yens.
- Atento Brasil, S.A. has absorbed its subsidiaries Trilha sistemas de
Comunicacao Ltd. and Quatro A Centrais de Atendimento e Telemarketing, S.A.
TELEFONICA GROUP SELECTED FINANCIAL FIGURES
(TISA operators consolidated by global integration method)
unaudited figures
(EURO millions)
January - September
2000 1999 % Chg.
Gross operating revenues 20,754.6 16,499.3 25.8
EBITDA 8,886.8 8,174.8 8.71
Operating profit 3,838.5 3,662.8 4.8
Profit before tax 2,570.1 2,471.4 4.0
Net income 1,483.7 1,413.8 5.0
Net income per share 0.42 0.45 (6.8)
No. of shares, millions (1) 3,548.5 3,152.8 12.5
(1) Average number of shares in the period, includes capital increases to
acquire holdings in Telefonica de Argentina, Telefonica del Peru, Telesp,
Telesudeste and Endemol, weighted for the number of days listed. The number of
shares reflects the split (3*1) of 7/30/99 and 1999 figures have been adjusted
accordingly.
Telefonica Group Results
In the first half of 2000, Telefonica launched different tender offers to
acquire minority shareholdings in various Latin American operators. Given the
high percentage of capital obtained after the offers, all comments about
operations included in this report refer to the financial performance of the
Telefonica Group, with Telefonica Internaclonal's subsidiaries (Telesp,
TeleSudeste Celular, Telefonica CTC Chile, Telefonica de Argentina, Telefonica
del Peru, Publiguias and CRT Celular) being consolidated by the global
integration method, in order to provide a view of operating performance which
is more in line with the Group's true financial situation.
The results of the Group's Latin American activities and of the mobile telephony
business in Spain have been presented as in previous quarterly reports because
the effective transfer of the Latin American cellular businesses assets from
TISA to Telefonica Moviles, as a consequence of the Group's new organisational
model, had not yet been concluded at the end of September.
The Telefonica Group obtained net income of EURO 1,483.7 million in the first
nine months of 2000, an increase of 5.0% versus the same period of the previous
year (-3.0% June 00-June 99).
These results, as was the case in the first half of the year, were mainly
affected by lower non-recurrent extraordinary items, mainly by provisions for
the updating of commitments to Telefonica de Espana personnel and the write-off
of investments totaling on aggregate EURO 463.8 million net of taxes.
Had the non-recurrent extraordinary circumstances mentioned above not occurred,
the Group's net income would have grown by 15.7%.
Excluding the negative contribution of Terra, resulting from its ongoing
expansion plan, the Group's net income would have grown by 16.7% and net income,
adjusted for the three factors mentioned above, would have grown by 29.6%
instead of 15.7%.
Finally, a EURO 229.3 million decline in minority interest due to the
acquisition of shareholdings in Latin American companies had a positive impact,
changing the trend for accumulated net income between June and September. These
acquisitions began to impact the Group's financial statements as of the second
half of 2000.
On top of this last item mentioned above which affects directly net income,
it is worth to mention the positive operating performance of the Company with
EBITDA totalling EURO 8,886.8 million, up 8.7% as compared to the same period of
last year. This acceleration in EBITDA growth (+5.4% at the end of the first
half of 2000) was due to the Group's good performance in the third quarter of
the year when EBITDA rose by 15.7% versus the same period of the previous year.
This mainly reflects the positive performance of the cellular telephony
business, the economic recovery in Latin America and improved operating profit
for Telefonica de Espana compared to June, despite higher competition in all
fixed telephony segments. These developments suggest higher growth rates for
the end of the year.
This good level of operating profit was mainly driven by revenues which
amounted to EURO 20,754.6 million, growth of 25.8% over the same period of 1999
(+29.6% for the third quarter on stand alone basis). Two contributing factors
to this result were the 34.2% growth in revenues of Telefonica Moviles Espana,
which has taken the company's EBITDA to EURO 1,343.5 million (33.8% more than in
1999) with a revenue margin of 37.5%, and the 39.4% growth in revenues from
Latin American activities to EURO 9,505.4 million. Also, it is worth to mention
that, Telefonica de Espana's Group cumulative revenues to September increased
by 1.9%, similar to the first half of the year.
Turning to expenses, the 41.7% growth with respect to the same period of 1999
(41.5% at the end of the first half of the year) was mainly due to the increase
in items associated with income generation. These include the increased cost of
supplies (+59.1% versus September 1999) arising from higher interconnection
costs, and higher external services costs linked to increased spending on
advertising by Terra, Telefonica Moviles and Telefonica S.A.
Personnel expenses increased during the quarter because of the inclusion of ATCO
and Endemol in the Group's consolidated accounts with an impact of
EURO 49.2 million. Excluding this impact, personnel expenses would have
shown similar trend to the first half results.
The positive performance of the businesses mentioned above has offset the
decline in EBITDA recorded by the Telefonica de Espana Group (-12.8%), despite
the improvement recorded with respect to first half results, as well as
Telefonica Data (-42.9%), due to the inclusion of newly created companies in its
consolidated accounts, the delayed start-up of its international network, and
higher circuit costs.
Based on cumulative results to September, we can conclude that international
telephony activity makes the largest contribution to the Group's EBITDA with
50.1% of the total, and that Telefonica Moviles Espana now accounts for 15.1% of
the company's EBITDA compared to 12.2% at September 1999. This shows a trend
of sustained growth in the contribution to both consolidated EBITDA and
net income (40.8% of the consolidated figure).
SIGNIFICANT EVENTS:
- On November 3, 2000, Telefonica Moviles, through its subsidiary Telefonica
Intercontinental, won a UMTS license at the tender held in Austria for two 2x5
MHz frequency packages for EURO l17.4 million. Thanks to the relatively low
price paid for the Austrian license, Telefonica Moviles will be able to roll out
the network and offer services at competitive prices. It plans to provide
coverage to over half the population in 2003, compared with the government's
requirement of just 25% coverage. Austria's geographical and cultural proximity
to Germany should allow cost savings and the transfer of synergies in the
development of products and services. Austria's mobile telephony penetration
stands at 63.2%, and it has internet penetration of 16.9%. These figures
highlight the huge potential for third generation services in Austria.
- On November 2, 2000, Telefonica Moviles received the approval of the Spanish
stock market authorities (CNMV) for the prospectus of the share offering of
up to 8.92% of the company's share capital for listing on the Spanish bourses
and on the NYSE in the form of ADSs. A non-binding, indicative price range
of between EURO 10.85 and EURO 13.25 per share of Telefonica Moviles has been
fixed which implies a company valuation of between EURO 43.0 billion and EURO
52.0 billion prior to the capital increase for the share offering, the 'green
shoe' and the capital increase for the stock options program for the Group's
workforce.
Telefonica Moviles plans to place 7.85% of its share capital (300 million
shares), which may be increased to 8.92% (345 million shares) if the global
co-ordinators exercise the 'green shoe'. The shares will have a nominal
value of EURO 0.5 each and have been distributed in the following tranches;
55% retail, 15% Spanish institutions and 30% international institutions.
The operators initially comprising the Telefonica Moviles Group are: Telefonica
Moviles Espana; Telefonica Intercontinental (Group 3G, Medi Telecom, IPSE 2000);
TeleSudeste Celular Participacoes, Celular CRT; TeleLeste Celular Participacoes;
Telefonica Moviles El Salvador; and Telefonica Centroamerica de Guatemala.
After the share offering, Telefonica S.A. will transfer to Telefonica Moviles
S.A. the mobile telephony businesses of Telefonica Argentina and Telefonica Peru
whose pro-forma financial statements will be included in the offering.
Similarly, the pro-forma financial statements of the assets acquired in Mexico
will also be included in the offering. Additionally, Telefonica Moviles will
become the owner of the convertible note, which Telefonica Internacional has
with the Puerto Rican operator NewComm Wireless Services. Other horizontal
businesses such as Terra Mobile, MovilPago and
m_Solutions will also be included in the Telefonica Moviles Group.
Telefonica Moviles it intends to use the funds from the share offering to repay
debt generated by the acquisition of its European UMTS licenses and to expand
Via acquisitions or new licenses.
Finally, as part of the creation of the Telefonica Moviles Group, and in order
to build a liabilities structure with a similar credit quality to that of the
Group, Telefonica Moviles Espana has paid Telefonica S.A, a dividend of EURO 845
million.
- On October 27, 2000, a majority of Lycos shareholders voted in favor of the
acquisition of the company by Terra Networks. Lycos shareholders will receive
2.15 Terra shares for each Lycos share. Once the acquisition has concluded,
Terra shareholders will own 51.4% of the new company, including Telefonica S.A
with 35.7%, while the former shareholders of Lycos will own the other 48.6%. The
new Terra-Lycos began quoting on the Nasdaq on October 31, 2000, and began
trading on the Spanish bourses since November 2, 2000. The new company has a
total of 621,265,845 shares.
- On October 27, 2000, the IPSE 2000 consortium, leaded by Telefonica Moviles,
was awarded one of the two largest bandwidth UMTS licenses at the Italian
tender. The license will cost, EURO 2,443.0 million for the 2x10MHz paired
spectrum frequencies and the non-paired 5MHz frequency, and EURO 827 million
for the additional 2x5MHz paired spectrum frequencies, the minimum fixed price
of the tender for this additional block. This price, which represents a ratio
of EURO 1.63/inhabitant/MHz, will allow Telefonica Moviles to roll out the
network and offer services at competitive prices. Telefonica Moviles will be
responsible for managing the operator which plans to begin activities in Italy
in 2002.
- On October 25, 2000, the Board of Telefonica appointed board member Pedro Luis
Uriarte, of BBVA, vice-president.
- On October 16, 2000, Telefonica Data signed an agreement with BSCH to manage
the bank's international network covering over 20 countries in Europe and Latin
America. Investment on this project will amount to around $6 million over the
next three years. Also, local agreements are being negotiated by each of the
Telefonica Data Group's companies in Latin America with the same bank to provide
telecommunications services in each country.
- On October 11, 2000, Telefonica Moviles signed an agreement to acquire four
cellular telephony companies owned by Motorola which operate in the north of
Mexico; Bajacel, Cedetel, Norcel and Movitel. The first three are 100%-owned
subsidiaries of Motorola, while Motorola's stake in Movitel is 90%. In October
2000, these companies had over 1.4 million clients which together with the low
penetration of mobile telephony (11% at June 2000) and the country's
macroeconomic outlook make Mexico one of the most attractive countries in Latin
America. Entry into Mexico strengthens Telefonica's position in the global
mobile telephony sector, especially in Latin America.
The agreement also includes the possibility of Telefonica acquiring Motorola's
interests in cellular operators in the south of Mexico, Brazil, Israel,
Honduras and the Dominican Republic. The acquisition of the holdings in Israel,
Brazil and Honduras is conditional on Telefonica Moviles carrying out a due
diligence and on the rights of first refusal of the other shareholders. All
transactions are subject to the appropriate regulatory approval. The price of
acquiring the four Mexican operators is $1,799 million payable in cash, with the
funds from Telefonica Moviles' market float or in Telefonica S.A. shares, in
which case the price would be slightly higher to cover timing lags and the risk
of monetization. If the other operations were to materialize, the total cost
would be $2,645 million.
- On September 29, 2000, Telefonica S.A. placed 3.1% of its subsidiary TPI on
the market taking the company's free-float to over 40%. This also means the
company's IBEX 35 weighting will continue to be based on 100% of its market
capitalization as opposed to falling to 60% as a result of the new criteria
established by the Technical Advisory Committee of the IBEX indices.
- On September 18, 2000, Terra Networks and Meta 4 created a joint venture
aimed at establishing a 'business to employee' virtual market, which will also
offer a wide range of interactive products and services for human resources and
knowledge management in the workplace. The combination of Terra's content,
e-commerce capabilities and portal technology with Meta 4's innovative human
resources management and workplace interaction optimization products means the
joint venture will be able to design, develop and maintain corporate portals
tailored to specific client needs, including B2B and B2C transactions.
- On September 15, 2000, Telefonica Europe, B.V, a subsidiary of Telefonica
S,A, made a $5.0 billion global bond issue plus EURO 1.0 billion with the
initial amount increased by $1.0 billion due to high demand (which exceeded
supply by four times). As a result of this operation, Telefonica has totally
covered the Group's refinancing requirements for 2001. The $5.0 billion
placement is structured in three tranches:
- The first for $1.25 billion at five years with an interest rate of 7.35%,
equivalent to 144 bp on US Treasury bonds.
- The second for $2.5 billion at ten years with an interest rate of 7.75%,
equivalent to 204 bp on US Treasury bonds.
- The third for $1.25 billion at thirty years with an interest rate of 8.25%,
equivalent to 234 bp on US Treasury bonds.
The EURO 1.0 billion tranche is at five years with an interest rate of 6.125%,
equivalent to 55 bp on the swap rate indexed to Euribor.
- On September 1, 2000, Telefonica and Sonera formally constituted the Reach
Out Mobile consortium with the Swedish investment fund Industri Kapital, in
order to take part in the UMTS license tender in Sweden. Final ownership of
the consortium is as follows. Sonera, 45%, Telefonica InterContinental 20% and
Industri Kapital 35%.
- On August 30, 2000, the Telefonica Board approved the appointment of Juan Jose
Nieto as Executive Chairman of Telefonica Media.
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