Page 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
--------------------------------
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: 1-2999
------------------------------
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
(Exact name of Registrant as specified in its charter)
Delaware 94-1461226
- ---------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
767 Fifth Avenue, New York, New York 10153
- ------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 421-0200
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- -------
As of October 31, 1997 there were 23,509,535 shares of the
issuer's Common Stock outstanding and 7,997,287 shares of the
issuer's Class B Common Stock outstanding.
<PAGE>
Page 2
<TABLE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(UNAUDITED)
-------------------------------------
<CAPTION>
September 30, December 31,
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 193,487 $ 147,683
Marketable securities (substantially
all U.S. Government securities) 1,331,028 1,247,496
Accounts receivable, net 80,372 90,935
Film contract and, in 1996, prepaid
broadcast rights 118,260 115,498
Prepaid expenses and other current assets 69,900 66,799
----------- -----------
Total current assets 1,793,047 1,668,411
----------- -----------
INVESTMENTS 62,577 48,194
----------- -----------
FILM CONTRACT RIGHTS, less current portion 33,288 28,536
----------- -----------
PROPERTY, PLANT AND EQUIPMENT, net 48,296 49,932
----------- -----------
INTANGIBLE ASSETS 329,811 322,824
----------- -----------
OTHER ASSETS 20,534 19,362
----------- -----------
$ 2,287,553 $ 2,137,259
=========== ===========
<FN>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
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<TABLE>
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(UNAUDITED)
-------------------------------------
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
- ----------------------------------------
CURRENT LIABILITIES:
Film contracts payable within one year $ 105,946 $ 97,222
Accounts payable and accrued expenses 142,092 112,577
Income taxes payable 65,465 40,527
----------- -----------
Total current liabilities 313,503 250,326
----------- -----------
FILM CONTRACTS PAYABLE AFTER ONE YEAR 83,546 80,837
----------- -----------
OTHER LIABILITIES 11,592 10,918
----------- -----------
MINORITY INTEREST 500,588 506,260
----------- -----------
SHAREHOLDERS' INVESTMENT:
Prior preferred stock - $1.00 dividend;
currently authorized 73,399 shares;
outstanding 73,399 shares 1,578 1,578
Convertible preferred stock - $1.40 dividend;
currently authorized 247,354 shares;
outstanding 247,354 and 253,195 shares 4,329 4,431
Class B common stock - par value $.50 per share;
authorized 50,000,000 shares; outstanding
8,031,292 and 7,870,807 shares 4,015 3,935
Common stock - par value $.50 per share;
authorized 100,000,000 shares; outstanding
23,835,514 and 22,472,409 shares 12,709 12,027
Capital surplus 358,928 311,623
Retained earnings 1,006,596 954,048
Treasury stock, at cost (12,529) -
Increase to reflect marketable
securities at market value 2,698 1,276
----------- -----------
1,378,324 1,288,918
----------- -----------
$ 2,287,553 $ 2,137,259
=========== ===========
<FN>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
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<TABLE>
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of dollars except per share data)
(UNAUDITED)
-----------------------------------------------
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
---------------------- ----------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
OPERATING REVENUES $ 110,907 $ 111,777 $ 341,338 $ 342,927
---------- ---------- ---------- ----------
OPERATING EXPENSES:
Expenses directly associated
with revenues 57,400 54,244 167,433 165,244
Selling, general and
administrative 34,698 31,222 107,825 98,878
---------- ---------- ---------- ----------
92,098 85,466 275,258 264,122
---------- ---------- ---------- ----------
Operating income 18,809 26,311 66,080 78,805
---------- ---------- ---------- ----------
OTHER INCOME (EXPENSE):
Gain on change of ownership in
United Paramount Network, net - - 152,224 -
Interest and other income, net 20,558 18,555 60,217 61,463
Equity in United Paramount
Network loss (19,579) (38,909) (53,881) (106,653)
---------- ---------- ---------- ----------
979 (20,354) 158,560 (45,190)
---------- ---------- ---------- ----------
Income before income taxes
and minority interest 19,788 5,957 224,640 33,615
INCOME TAX PROVISION 9,100 3,600 92,100 18,000
---------- ---------- ---------- ----------
Income before minority interest 10,688 2,357 132,540 15,615
MINORITY INTEREST (6,164) (3,896) (42,826) (14,086)
---------- ---------- ---------- ----------
Net income (loss) $ 4,524 $ (1,539) $ 89,714 $ 1,529
========== ========== ========== ==========
Net income (loss) per share:
Primary $ .14 $ (.05) $ 2.79 $ .04
========== ========== ========== ==========
Fully diluted $ .11 $ (.05) $ 2.22 $ .04
========== ========== ========== ==========
3% Stock 3% Stock
DIVIDENDS PER COMMON SHARE NONE NONE Dividend Dividend
========== ========== ========== ==========
</TABLE>
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
<PAGE>
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<TABLE>
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(UNAUDITED)
-----------------------------------------------
<CAPTION>
Nine Months
Ended September 30,
--------------------
1997 1996
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 89,714 $ 1,529
Adjustments to reconcile net income to net
cash provided from operating activities:
Film contract payments (73,734) (68,064)
Film contract amortization 68,660 63,487
Prepaid broadcast rights 21,114 6,090
Depreciation and other amortization 14,656 14,822
Equity in United Paramount Network loss 53,881 106,653
Gain on change of ownership in United
Paramount Network, net (152,224) -
Minority interest 42,826 14,086
Other 3,538 (1,108)
Changes in assets and liabilities:
Accounts receivable 10,563 12,121
Other assets (9,826) 1,752
Accounts payable and other liabilities 13,998 1,227
Income taxes 24,527 (3,530)
--------- ---------
Net cash provided from operating activities 107,693 149,065
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distribution from United Paramount Network 116,261 -
(Purchase) disposition of marketable securities, net (74,284) 166,760
Investment in United Paramount Network (26,235) (100,854)
Other investments (4,904) (43,826)
Capital expenditures, net (6,079) (8,871)
Other (1,766) (1,338)
--------- ---------
Net cash provided from investing activities 2,993 11,871
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital transactions of subsidiaries (63,430) (71,666)
Purchases of treasury stock (12,576) (9,758)
Proceeds from option exercises 11,526 1,211
Other (402) (425)
--------- ---------
Net cash used in financing activities (64,882) (80,638)
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 45,804 80,298
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 147,683 73,840
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 193,487 $ 154,138
========= =========
<FN>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
<PAGE>
Page 6
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
1. PRINCIPLES OF CONSOLIDATION:
The accompanying condensed consolidated financial statements
include the accounts of Chris-Craft Industries, Inc. and its
subsidiaries, including Chris-Craft's majority owned (78% at September
30, 1997) television broadcasting subsidiary, BHC Communications,
Inc., and BHC's majority owned (59% at September 30, 1997) subsidiary,
United Television, Inc. (UTV). The pro rata interests of BHC and UTV
minority shareholders in the net income (loss) of the respective
companies are reflected in minority interest in the accompanying
condensed consolidated statements of operations. The minority
shareholders' interests in the net assets of BHC and UTV are reflected
as minority interest in the accompanying condensed consolidated
balance sheets. Intercompany accounts and transactions have been
eliminated.
The financial information included herein has been prepared by
Chris-Craft, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations.
However, Chris-Craft believes that the disclosures herein are adequate
to make the information presented not misleading. It is suggested
that these condensed consolidated financial statements be read in
conjunction with the financial statements and the notes thereto
included in Chris-Craft's latest annual report on Form 10-K. The
information furnished reflects all adjustments (consisting only of
normal recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of the results for the interim periods.
The results for these interim periods are not necessarily indicative
of results to be expected for the full year, due to seasonal factors,
among others. Certain prior year amounts have been restated to
conform with the 1997 presentation.
2. MARKETABLE SECURITIES:
In accordance with Statement of Financial Accounting Standards
(SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity
Securities", Chris-Craft classifies its marketable securities as
available-for-sale.
At September 30, 1997, Chris-Craft's marketable securities, which
consisted substantially of U.S. Government securities, had a cost of
$1,325,205,000 and a fair value of $1,331,028,000. The difference of
$5,823,000 ($2,698,000 net of income taxes and minority interests) is
reflected as an increase to shareholders' investment in the
accompanying condensed consolidated balance sheet. Of the investments
in U.S. Government securities, 98% mature within one year and all
within two years.
<PAGE>
Page 7
At December 31, 1996, Chris-Craft's marketable securities, which
consisted substantially of U.S. Government securities, had a cost of
$1,245,423,000 and a fair value of $1,247,496,000. The difference of
$2,073,000 ($1,276,000 net of income taxes and minority interests) is
reflected as an increase to shareholders' investment in the
accompanying condensed consolidated balance sheet.
3. UNITED PARAMOUNT NETWORK:
In July 1994, BHC, along with Viacom Inc.'s Paramount Television
Group, formed the United Paramount Network, a fifth broadcast
television network which premiered in January 1995. BHC owned 100% of
UPN from its inception through January 15, 1997, when Viacom completed
the exercise of its option to acquire a 50% interest in UPN. The
purchase price included $155 million in cash (an amount equal to one-
half of BHC's aggregate cash contributions to UPN through the exercise
date, plus interest), additional cash available for ongoing UPN
expenditures, as well as a non-cash contribution of UPN development
costs previously incurred by Viacom. UPN distributed $116,261,000 to
BHC pursuant to the option exercise, and BHC recorded a net pretax
gain on the exercise of $152,224,000 in the first quarter of 1997.
BHC and Viacom now share equally in UPN funding requirements and in
UPN losses.
UPN has been organized as a partnership, and BHC's partnership
interest is accounted for under the equity method. The carrying value
of such interest totalled $12,710,000 at September 30, 1997 and
$1,394,000 at December 31, 1996, and is included in Investments in the
accompanying condensed consolidated balance sheets. UPN is still in
its early development and is expected to continue to incur significant
start-up losses and to require significant funding for the next
several years. However, Chris-Craft believes that the substantial
portion of BHC's share of such funding requirements in 1997 and 1998
will be offset by the proceeds of the Viacom option exercise.
UPN's condensed statements of operations are as follows (in
thousands):
</TABLE>
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
---------------------- ----------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Operating revenues* $ 21,987 $ 13,359 $ 54,896 $ 38,423
Operating expenses* 61,358 50,466 159,323 142,220
---------- ---------- ---------- ----------
Operating loss (39,371) (37,107) (104,427) (103,797)
Other income (expense), net 213 (1,802) 1,327 (2,856)
---------- ---------- ---------- ----------
Loss before interest
on BHC advances (39,158) (38,909) (103,100) (106,653)
Interest on BHC advances
(eliminated in consolidation) - (3,917) - (9,688)
---------- ---------- ---------- ----------
Net loss $ (39,158) $ (42,826) $ (103,100) $ (116,341)
========== ========== ========== ==========
<PAGE>
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<FN>
* With respect to certain of its programming, through August 31, 1997 UPN
derived no revenue and incurred no programming expense.
</TABLE>
4. SHAREHOLDERS' INVESTMENT:
Chris-Craft paid 3% stock dividends on its common and Class B
common stock in the respective shares of such classes on April 2,
1997. During the nine months ended September 30, 1997, 186,133 shares
of Class B common stock were converted into 186,133 shares of common
stock, and 5,841 shares of $1.40 convertible preferred stock were
converted into 78,724 shares of common stock and 108,335 shares of
Class B common stock. In addition, 435,652 shares of common stock,
including 13,862 shares held in treasury, were issued upon exercise of
stock options and 13,862 shares of common stock were received in
partial payment of option exercises. During the nine month period,
284,900 shares of common stock were purchased by Chris-Craft, all of
which were held in treasury at September 30, 1997. As of September
30, 1997, 429,102 shares of common stock and 12,899 shares of $1.00
prior preferred stock remained authorized for purchase.
As of September 30, 1997, shares of Chris-Craft's authorized but
unissued common stock were reserved for issuance as follows:
Shares
----------
Conversion of Class B common stock 8,031,292
Conversion of $1.40 convertible preferred stock 8,133,095*
Stock options (including options
outstanding for 1,448,451 shares) 3,202,185
----------
19,366,572
==========
*Including Class B common shares.
5. CAPITAL TRANSACTIONS OF SUBSIDIARIES:
Since April 1990, BHC's Board of Directors has authorized the
purchase of up to 7,081,087 Class A common shares. Through September
30, 1997, 6,083,587 shares were purchased for a total cost of $415.2
million, including $57.0 million in the first nine months of 1997.
From 1993 through September 30, 1997, UTV purchased 1,382,876 of its
common shares at an aggregate cost of $86.7 million, including $2.4
million for the first nine months of 1997, and $23.2 million in the
first nine months of 1996.
Such purchases, together with proceeds from the exercise of UTV
stock options, BHC's special $1.00 per share dividend paid in February
1997 and UTV's $.50 per share dividend in both periods, are reflected
in capital transactions of subsidiaries in the accompanying condensed
consolidated statements of cash flows, net of intercompany
eliminations.
<PAGE>
Page 9
6. COMMITMENTS AND CONTINGENCIES:
Commitments of BHC's television stations for film contracts
entered into but not available for broadcasting at September 30, 1997
aggregated approximately $152.6 million, including $67.7 million
applicable to UTV. BHC also has a remaining commitment to invest over
time up to $30.6 million, including $19.8 million applicable to UTV,
in management buyout limited partnerships.
BHC expects to make significant expenditures developing UPN. See
Note 3.
UTV has signed a definitive agreement to purchase the assets of
UHF television station WRBW-TV in Orlando, Florida, for approximately
$60 million and possible future consideration. The acquisition is
subject to FCC approval and other conditions in the agreement.
As set forth in Note 9 of Notes to Consolidated Financial
Statements in Chris-Craft's 1996 Annual Report, Chris-Craft has been
named as a defendant (or a "potentially responsible party") in certain
actions seeking recovery for environmental damage allegedly related to
(i) the activities (discontinued since 1983) of 50% owned Montrose
Chemical Corporation of California ("Montrose California") and (ii)
the activities of Montrose Chemical Co., a predecessor company to
Chris-Craft. Chris-Craft does not presently consider liability to be
"probable" in any of the Montrose California related matters and is
unable to determine at this stage if it could have any liability
regarding Montrose Chemical Co. Accordingly, no amount has been
reserved in Chris-Craft's financial statements relating to these
matters.
7. INCOME (LOSS) PER SHARE:
Computations of income (loss) per share, all of which give
retroactive effect to the April 1997 3% stock dividend, are as follows
(in thousands of dollars except per share amounts):
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
------------------------ ------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
PRIMARY:
- --------
Average outstanding common
and Class B common shares 31,607,645 31,132,182 31,493,683 30,970,171
Assumed exercise of stock
options 550,113 - * 512,126 474,018
----------- ----------- ----------- -----------
Total shares used in
computation 32,157,758 31,132,182 32,005,809 31,444,189
=========== =========== =========== ===========
<PAGE>
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Net income (loss) $ 4,524 $ (1,539) $ 89,714 $ 1,529
Preferred stock dividend
requirements (105) (100) (315) (329)
----------- ----------- ----------- -----------
$ 4,419 $ (1,639) $ 89,399 $ 1,200
=========== =========== =========== ===========
Primary income (loss)
per share $ .14 $ (.05) $ 2.79 $ .04
=========== =========== =========== ===========
* Not included because antidilutive.
</TABLE>
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
------------------------ ------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
FULLY DILUTED:
- --------------
Average outstanding common
and Class B common shares 31,607,645 31,132,182 31,493,683 30,970,171
Assumed conversion of
$1.40 preferred stock 8,134,872 - * 8,154,731 8,918,346
Assumed exercise of stock
options 590,764 - * 678,709 479,704
----------- ----------- ----------- -----------
Total shares used in
computation 40,333,281 31,132,182 40,327,123 40,368,221
=========== =========== =========== ===========
Net income (loss) $ 4,524 $ (1,539) $ 89,714 $ 1,529
Preferred stock dividend
requirements (18) (100) (55) (55)
----------- ----------- ----------- -----------
$ 4,506 $ (1,639) $ 89,659 $ 1,474
=========== =========== =========== ===========
Fully diluted income (loss)
per share $ .11 $ (.05) $ 2.22 $ .04
=========== =========== =========== ===========
* Not included because antidilutive.
</TABLE>
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings
Per Share," which establishes new standards for computing and
presenting earnings per share effective for both interim and annual
periods ending after December 15, 1997. At December 31, 1997, all
prior periods presented will be restated to reflect the new basic and
diluted earnings per share amounts required by SFAS No. 128. Had
Chris-Craft followed the methodology prescribed by SFAS No. 128,
Chris-Craft's earnings per share would have been as follows:
<PAGE>
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<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
------------------------ ------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Basic earnings (loss)
per share $ .14 $ (.05) $ 2.84 $ .04
=========== =========== =========== ===========
Diluted earnings (loss)
per share $ .11 $ (.05) $ 2.22 $ .04
=========== =========== =========== ===========
</TABLE>
<PAGE>
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CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
--------------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
Liquidity and Capital Resources
- -------------------------------
Chris-Craft's financial position is strong and highly liquid. Cash
and marketable securities totalled $1.52 billion at September 30,
1997, and Chris-Craft has no debt outstanding. Chris-Craft's 78%
owned television broadcasting subsidiary, BHC Communications, Inc.,
expended significant funds in 1996 and 1995 to develop the United
Paramount Network, but cash flow provided from BHC's operating
activities in those years substantially exceeded such BHC funding of
UPN. Chris-Craft believes that the substantial portion of BHC's share
of such funding requirements for 1997 and 1998 will be offset by the
proceeds of the Viacom option exercise, described below.
Chris-Craft's operating cash flow is generated primarily by the
Television Division's core television station group. Broadcast cash
flow reflects station operating income plus depreciation and film
contract amortization less film contract payments. The relationship
between film contract payments and related amortization may vary
greatly between periods (payments exceeded amortization by $5.1
million and $4.6 million in the first nine months of 1997 and 1996,
respectively), and is dependent upon the mix of programs aired and
payment terms of the stations' contracts. Reflecting such amounts,
broadcast cash flow for the first nine months of 1997 declined 8%,
while station earnings declined 7%, as explained below. Although
broadcast cash flow is often used in the broadcast television industry
as an ancillary measure, it is not synonymous with operating cash flow
computed in accordance with generally accepted accounting principles,
and should not be considered alone or as a substitute for measures of
performance computed in accordance with generally accepted accounting
principles.
Chris-Craft's cash flow additionally reflects earnings associated with
its cash and marketable securities, most of which are held by BHC.
Consolidated cash and marketable securities increased to $1.52 billion
at September 30, 1997, from $1.40 billion at December 31, 1996. Such
increase primarily reflects the $116.3 million distribution from UPN,
described below. Operating cash flow for the nine month period
declined to $107.7 million from $149.1 million, as 1997 income tax
payments related to the UPN distribution are reflected as a reduction
of operating cash flow, while the distribution is reported as a cash
flow from investing activities. Operating cash flow for the nine
months more than offset the payments for dividends and treasury stock
purchases described below.
BHC generates most of Chris-Craft's consolidated cash flow. Parent
company obligations consist solely of corporate office expenditures,
current and accrued. Parent company cash balances have been
<PAGE>
Page 13
substantially in excess of normal operating requirements, and have
been augmented by BHC special dividend receipts of $36 million, or
$2.00 per BHC share, in January 1993 and $18 million, or $1.00 per BHC
share, in April 1995. In January 1997, BHC declared another special
cash dividend of $1.00 per share, and Chris-Craft received its $18
million payment in February 1997. BHC plans to consider annually the
payment of a special dividend.
Since April 1990, BHC's Board of Directors has authorized the purchase
of up to 7,081,087 Class A common shares. Through September 30, 1997,
6,083,587 shares were purchased for a total cost of $415.2 million,
including $57.0 million in 1997. From 1993 through September 30,
1997, UTV purchased 1,382,876 of its common shares at an aggregate
cost of $86.7 million, of which $2.4 million was expended in the first
nine months of 1997, and at September 30, 1997, 801,149 UTV shares
remained authorized for purchase.
Chris-Craft intends to expand its operations in the media,
entertainment and communications industries and to explore business
opportunities in other industries. Chris-Craft believes it is capable
of raising significant additional capital to augment its already
substantial financial resources, if desired, to fund such additional
expansion. In October 1997, UTV signed a definitive agreement to
purchase the assets of WRBW-TV in Orlando, Florida, for approximately
$60 million and possible future consideration. UTV expects to use a
portion of available cash and marketable securities balances to
complete this transaction.
In July 1994, BHC, along with Viacom Inc.'s Paramount Television
Group, formed UPN, a fifth broadcast television network which
premiered in January 1995. BHC owned 100% of UPN from its inception
through January 15, 1997, when Viacom completed the exercise of its
option to acquire a 50% interest in UPN. The purchase price included
$155 million in cash (an amount equal to one-half of BHC's aggregate
cash contributions to UPN through the exercise date, plus interest),
additional cash available for ongoing UPN expenditures, as well as a
non-cash contribution of UPN development costs previously incurred by
Viacom. UPN distributed $116.3 million to BHC following the closing,
and BHC recorded a net pretax gain of $152.2 million on the
transaction. BHC and Viacom now share equally in UPN losses and
funding requirements. BHC funding of UPN totalled $145.6 million in
1996 and $128.6 million in 1995. UPN is still in its early
development, and is expected for the next several years to continue to
incur substantial start-up losses and to require significant funding.
However, Chris-Craft believes that the substantial portion of BHC's
share of such funding requirements for 1997, which totalled $26.2
million for the first nine months, and for 1998 will be offset by the
proceeds of the Viacom option exercise.
Chris-Craft's television stations make commitments for programming
that will not be available for telecasting until future dates. At
September 30, 1997, commitments for such programming totalled
approximately $152.6 million, including $67.7 million applicable to
UTV. BHC also has a remaining commitment to invest over time up to
<PAGE>
Page 14
$30.6 million, including $19.8 million applicable to UTV, in
management buyout limited partnerships. Chris-Craft capital
expenditures generally have not been material in relation to its
financial position, and the related capital expenditure commitments at
September 30, 1997 (including any related to UPN) were not material.
Chris-Craft expects that its expenditures for UPN, future film
contract commitments and capital requirements for its present business
will be satisfied primarily from operations, marketable securities or
cash balances.
As set forth in Note 6, Chris-Craft has been named as a defendant (or
a "potentially responsible party") in certain actions seeking recovery
for environmental damage allegedly related to (i) the activities
(discontinued since 1983) of 50% owned Montrose Chemical Corporation
of California ("Montrose California") and (ii) the activities of
Montrose Chemical Co., a predecessor company to Chris-Craft. As
further set forth in Note 6, Chris-Craft does not presently consider
liability to be "probable" in any of the Montrose California related
matters and is unable to determine at this stage if it could have any
liability regarding Montrose Chemical Co. Accordingly, no amount has
been reserved in Chris-Craft's financial statements relating to these
matters.
Results of Operations
- ---------------------
Chris-Craft third quarter net income totalled $4,524,000, or $.14 per
share, reversing a net loss of $1,539,000, or $.05 per share, in last
year's corresponding period. The improvement is primarily due to a
50% reduction in the amount of United Paramount Network start-up
losses included in Chris-Craft's consolidated operating results, which
reflects BHC's reduced ownership interest in UPN. In January, as set
forth above, Viacom Inc. acquired a 50% interest in UPN, which
previously had been 100% owned by BHC.
For the first nine months of 1997, Chris-Craft net income rose to
$89,714,000, or $2.79 per share, from $1,529,000, or $.04 per share,
in last year's corresponding period. The increase in year to date
earnings primarily reflects the net pretax gain of $152,224,000 on
Viacom's acquisition of its UPN interest, as well as the resulting
reduction in the amount of UPN start-up losses recorded by BHC.
Operating revenues and operating income for the third quarter and nine
month periods ended September 30, 1997 and 1996 are as follows (in
thousands):
Operating Revenues Operating Income
------------------ ------------------
1997 1996 1997 1996
-------- -------- -------- --------
Third Quarter
Television Division $105,998 $107,125 $ 23,959 $ 28,837
Industrial Division 4,909 4,652 599 264
Corporate and other - - (5,749) (2,790)
<PAGE>
Page 15
-------- -------- -------- --------
$110,907 $111,777 $ 18,809 $ 26,311
======== ======== ======== ========
Nine Months
Television Division $325,951 $329,090 $ 81,317 $ 88,916
Industrial Division 15,387 13,837 1,974 1,060
Corporate and other - - (17,211) (11,171)
-------- -------- -------- --------
$341,338 $342,927 $ 66,080 $ 78,805
======== ======== ======== ========
Demand for television advertising in several key areas has been
lackluster in 1997. Operating revenues at the Television Division's
core television station group declined 1% in both the third quarter
and the first nine months of 1997. After a $1.1 million increase in
Chris-Craft stock price-based retirement plan expense, and a 4%
increase in programming expense, third quarter station group earnings
declined 8%, to $28,487,000 from last year's $30,928,000. Nine month
station earnings declined 7%, to $90,731,000 from $97,946,000 as such
retirement plan expense rose $2.3 million and programming expense rose
2%. Earnings at BHC's television production subsidiaries declined in
the quarter, but rose 14% in the nine month period. Total Television
Division operating income declined 17% in the quarter, to $23,959,000
from last year's $28,837,000, and declined 9% in the nine month
period, to $81,317,000 from $88,916,000.
The Industrial Division recorded a 6% increase in third quarter
operating revenues, and its operating income for the period rose 127%,
to $599,000 from $264,000. For the nine months, its operating
revenues increased 11%, generating an 86% increase in operating
income, to $1,974,000 from $1,060,000. The Division's improved
results reflect strength throughout its major product lines and higher
margins.
Corporate office expense increased $3.0 million in the third quarter
and $6.0 million in the nine month period. Corporate office expense
associated with stock price based retirement plans rose $3.0 million
and $6.1 million in the respective periods, reflecting increases in
the market price of Chris-Craft common stock of 9% in the third
quarter and 28% in the nine month period.
UPN's third quarter and nine month losses were about the same as last
year's. The amount of UPN losses included in Chris-Craft's financial
statements, which are recorded under the equity method of accounting,
declined significantly, to $19,579,000 from $38,909,000 in the
quarter, and to $53,881,000 from $106,653,000 in the nine months,
reflecting BHC's reduced ownership interest.
Interest and other income consists mostly of amounts earned on Chris-
Craft's consolidated cash and marketable securities holdings.
Interest and other income totalled $20,558,000 in this year's third
quarter, compared to $18,555,000 in 1996, and totalled $60,217,000 in
<PAGE>
Page 16
the nine month period, compared to $61,463,000 last year. The decline
in the nine month amount primarily reflects smaller 1997 gains on
sales of securities.
Minority interest reflects the interest of shareholders other than
Chris-Craft in the net income of BHC, 78% owned by Chris-Craft at
September 30, 1997 and 76% owned at September 30, 1996, and the
interest of shareholders other than BHC in the net income of UTV, 59%
owned by BHC at September 30, 1997 and 58% owned at September 30,
1996.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------------------------------------------------------------------
Not applicable.
<PAGE>
Page 17
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
PART II. OTHER INFORMATION
--------------------------
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
27 Financial Data Schedule
(b) No report on Form 8-K was filed during the quarter for
which this report is filed.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
(Registrant)
By: /s/ JOELEN K. MERKEL
----------------------------
Joelen K. Merkel
Vice President and Treasurer
(Principal Accounting Officer)
Date: November 12, 1997
<PAGE>
Page 18
EXHIBIT INDEX
Incorporated by
Reference to: Exhibit No. Exhibit
- ------------- ----------- -------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM 10Q DATED SEPTEMBER 30,
1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 193487
<SECURITIES> 1331028
<RECEIVABLES> 86207
<ALLOWANCES> 5835
<INVENTORY> 3211
<CURRENT-ASSETS> 1793047
<PP&E> 149184
<DEPRECIATION> 100888
<TOTAL-ASSETS> 2287553
<CURRENT-LIABILITIES> 313503
<BONDS> 0
0
5907
<COMMON> 16724
<OTHER-SE> 1355693
<TOTAL-LIABILITY-AND-EQUITY> 2287553
<SALES> 15387
<TOTAL-REVENUES> 341338
<CGS> 10539
<TOTAL-COSTS> 275258
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 224640
<INCOME-TAX> 92100
<INCOME-CONTINUING> 89714
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 89714
<EPS-PRIMARY> 2.79
<EPS-DILUTED> 2.22
</TABLE>
