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 June 30, 1998
--------------------------------
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 July 31, 1998 there were 24,513,476 shares of the issuer's
Common Stock outstanding and 8,137,412 shares of the issuer's
Class B Common Stock outstanding.
<PAGE>
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<TABLE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(UNAUDITED)
-------------------------------------
<CAPTION>
June 30, December 31,
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 207,404 $ 290,009
Marketable securities (substantially
all U.S. Government securities) 1,171,597 1,211,920
Accounts receivable, net 90,482 89,472
Film contract rights 52,189 95,859
Prepaid expenses and other current assets 58,201 62,254
----------- -----------
Total current assets 1,579,873 1,749,514
----------- -----------
INVESTMENTS 72,843 50,130
----------- -----------
FILM CONTRACT RIGHTS, less current portion 20,073 26,118
----------- -----------
PROPERTY AND EQUIPMENT, net 49,171 47,402
----------- -----------
INTANGIBLE ASSETS 434,039 339,792
----------- -----------
OTHER ASSETS 14,258 13,473
----------- -----------
$ 2,170,257 $ 2,226,429
=========== ===========
<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>
June 30, December 31,
1998 1997
----------- ------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
- ----------------------------------------
CURRENT LIABILITIES:
Film contracts payable within one year $ 77,929 $ 98,033
Accounts payable and accrued expenses 109,855 131,869
Income taxes payable 47,791 33,056
----------- -----------
Total current liabilities 235,575 262,958
----------- -----------
FILM CONTRACTS PAYABLE AFTER ONE YEAR 50,888 70,934
----------- -----------
OTHER LIABILITIES 23,608 25,089
----------- -----------
MINORITY INTEREST 465,255 484,268
----------- -----------
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 240,594 shares;
outstanding 240,594 and 246,601 shares 4,210 4,315
Class B common stock - par value $.50 per share;
authorized 50,000,000 shares; outstanding
8,172,460 and 7,930,384 shares 4,086 3,965
Common stock - par value $.50 per share;
authorized 100,000,000 shares; outstanding
24,654,707 and 23,652,015 shares 13,118 12,617
Capital surplus 391,158 343,956
Retained earnings 977,811 1,010,384
Treasury stock, at cost (10,108) -
Increase to reflect marketable securities
at fair value 13,078 6,365
----------- -----------
1,394,931 1,383,180
----------- -----------
$ 2,170,257 $ 2,226,429
=========== ===========
<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 INCOME
(In thousands of dollars except per share data)
(UNAUDITED)
-----------------------------------------------
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
---------------------- ----------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
OPERATING REVENUES $ 125,685 $ 123,959 $ 230,659 $ 230,431
---------- ---------- ---------- ----------
OPERATING EXPENSES:
Expenses directly associated
with revenues 55,539 55,386 110,150 110,033
Selling, general and
administrative 35,658 38,827 76,681 73,127
---------- ---------- ---------- ----------
91,197 94,213 186,831 183,160
---------- ---------- ---------- ----------
Operating income 34,488 29,746 43,828 47,271
---------- ---------- ---------- ----------
OTHER INCOME (EXPENSE):
Interest and other income, net 20,013 20,374 39,724 39,659
Equity in United Paramount
Network loss (22,471) (16,404) (42,381) (34,302)
Gain on change of ownership
in United Paramount Network - - - 152,224
---------- ---------- ---------- ----------
(2,458) 3,970 (2,657) 157,581
---------- ---------- ---------- ----------
Income before income taxes
and minority interest 32,030 33,716 41,171 204,852
INCOME TAX PROVISION 12,000 14,500 15,500 83,000
---------- ---------- ---------- ----------
Income before minority
interest 20,030 19,216 25,671 121,852
MINORITY INTEREST (7,908) (9,185) (11,779) (36,662)
---------- ---------- ---------- ----------
Net income $ 12,122 $ 10,031 $ 13,892 $ 85,190
========== ========== ========== ==========
Earnings per share:
Basic $ .37 $ .31 $ .42 $ 2.62
========== ========== ========== ==========
Diluted $ .29 $ .24 $ .34 $ 2.07
========== ========== ========== ==========
</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>
Six Months
Ended June 30,
--------------------
1998 1997
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 13,892 $ 85,190
Adjustments to reconcile net income to net
cash provided from operating activities:
Film contract payments (50,642) (47,734)
Film contract amortization 41,455 46,523
Prepaid broadcast rights - 17,051
Depreciation and other amortization 10,944 9,752
Equity in United Paramount Network loss 42,381 34,302
Gain on change of ownership in United
Paramount Network - (152,224)
Minority interest 11,779 36,662
Other (653) 2,210
Changes in assets and liabilities:
Accounts receivable (1,010) 1,712
Other assets (1,807) (5,301)
Accounts payable and other liabilities (1,759) 1,389
Income taxes 6,548 37,728
--------- ---------
Net cash provided from operating activities 71,128 67,260
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Station acquisition (includes $77,712 of intangibles) (80,280) -
Distribution from United Paramount Network - 116,261
Disposition (purchase) of marketable securities, net 55,192 (65,244)
Investment in United Paramount Network (44,250) (2,850)
Other investments (21,734) (4,409)
Capital expenditures, net (4,605) (4,693)
Other (845) (740)
--------- ---------
Net cash (used in) provided from
investing activities (96,522) 38,325
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital transactions of subsidiaries (49,283) (51,375)
Purchases of treasury stock (10,758) (9,151)
Proceeds from option exercises 3,039 10,958
Other (209) (210)
--------- ---------
Net cash used in financing activities (57,211) (49,778)
--------- ---------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (82,605) 55,807
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 290,009 147,683
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 207,404 $ 203,490
========= =========
<FN>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
<PAGE>
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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 (79.9% at June
30, 1998) television broadcasting subsidiary, BHC Communications,
Inc., and BHC's majority owned (58.6% at June 30, 1998) subsidiary,
United Television, Inc. (UTV). The pro rata interests of BHC and UTV
minority shareholders in the net income of the respective companies
are reflected in minority interest in the accompanying condensed
consolidated statements of income. 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 1998 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 June 30, 1998, Chris-Craft's marketable securities, which
consisted substantially of U.S. Government securities, had a cost of
$1,144,576,000 and a fair value of $1,171,597,000. The difference of
$27,021,000 ($13,078,000, 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, 100% mature within one year.
<PAGE>
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At December 31, 1997, Chris-Craft's marketable securities, which
consisted substantially of U.S. Government securities, had a cost of
$1,198,140,000 and a fair value of $1,211,920,000. The difference of
$13,780,000 ($6,365,000, 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 $2,981,000 at June 30, 1998 and $1,112,000
at December 31, 1997, 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 funds from the
Viacom option exercise will substantially offset BHC's aggregate UPN
funding for 1997 and 1998.
UPN's condensed statements of operations are as follows (in
thousands):
Three Months Six Months
Ended June 30, Ended June 30,
------------------- -------------------
1998 1997 1998 1997
--------- --------- --------- ---------
Operating revenues* $ 26,593 $ 17,228 $ 47,796 $ 32,909
Operating expenses* 71,987 50,449 133,357 97,965
--------- --------- --------- ---------
Operating loss (45,394) (33,221) (85,561) (65,056)
Other income, net 451 412 798 1,114
--------- --------- --------- ---------
Net loss $ (44,943)$ (32,809) $ (84,763)$ (63,942)
========= ========= ========= =========
* With respect to certain of its programming, through August 31,
1997 UPN derived no revenue and incurred no programming expense.
<PAGE>
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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,
1998. During the six months ended June 30, 1998, 108,927 shares of
Class B common stock were converted into 108,927 shares of common
stock, and 6,007 shares of $1.40 convertible preferred stock were
converted into 89,193 shares of common stock and 113,701 shares of
Class B common stock. In addition, 96,137 shares of common stock were
issued upon exercise of stock options. During the six month period,
186,400 shares of common stock were purchased by Chris-Craft, all of
which were held in treasury at June 30, 1998. As of June 30, 1998,
1,041,102 shares of common stock and 12,899 shares of $1.00 prior
preferred stock remained authorized for purchase.
As of June 30, 1998, shares of Chris-Craft's authorized but
unissued common stock were reserved for issuance as follows:
Shares
----------
Conversion of Class B common stock 8,172,460
Conversion of $1.40 convertible preferred stock 8,148,148*
Stock options (including options
outstanding for 1,316,412 shares) 2,955,305
----------
19,275,913
==========
*Including Class B common shares.
5. COMPREHENSIVE INCOME:
Effective January 1, 1998, Chris-Craft adopted Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive
Income." Other comprehensive income (loss) includes only unrealized
gains and losses on marketable securities classified as available-for-
sale (see Note 2), net of a reclassification adjustment for gains
included in net income. Comprehensive income is as follows (in
thousands):
Three Months Six Months
Ended June 30, Ended June 30,
---------------- ---------------
1998 1997 1998 1997
-------- ------- ------- -------
Net income $12,122 $10,031 $13,892 $85,190
Other comprehensive income (loss),
net of taxes and minority
interests (717) 3,422 6,713 652
------- ------- ------- -------
Comprehensive income $11,405 $13,453 $20,605 $85,842
======= ======= ======= =======
<PAGE>
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6. 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 June 30,
1998, 6,891,790, shares were purchased, including 226,503 shares from
UTV, for a total cost of $516.1 million, including $62.5 million in
the first six months of 1998. From 1993 through June 30, 1998, UTV
purchased 1,454,376 of its common shares at an aggregate cost of $94.1
million, including $7.0 million for the first six months of 1998, and
$2.4 million in the first six months of 1997.
Such purchases, together with proceeds from the exercise of UTV
stock options and BHC's special $1.00 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.
7. COMMITMENTS AND CONTINGENCIES:
Commitments of Chris-Craft's television stations for film
contracts entered into but not available for broadcasting at June 30,
1998 aggregated approximately $292.9 million, including $95.4 million
applicable to UTV. BHC also has a remaining commitment to invest over
time up to $24.8 million of which $14.8 million is to be invested in
management buyout limited partnerships, including $11.0 million
applicable to UTV.
BHC expects to make significant expenditures developing UPN. See
Note 3.
In 1997, UTV signed a definitive agreement to purchase the assets
of UHF television station WRBW 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 1997 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.
<PAGE>
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8. EARNINGS PER SHARE:
Computations of earnings per share, all of which give retroactive
effect to the April 1998 3% stock dividend, are as follows (in
thousands of dollars except per share amounts):
</TABLE>
<TABLE>
Three Months Six Months
Ended June 30, Ended June 30,
---------------------- ----------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
BASIC:
- ------
Weighted average common and Class
B common shares outstanding 32,528,662 32,443,605 32,514,234 32,379,803
========== ========== ========== ==========
Net income $ 12,122 $ 10,031 $ 13,892 $ 85,190
Less: Preferred stock dividend (102) (105) (207) (210)
---------- ---------- ---------- ----------
Income available to common
shareholders $ 12,020 $ 9,926 $ 13,685 $ 84,980
========== ========== ========== ==========
Basic earnings per share $ .37 $ .31 $ .42 $ 2.62
========== ========== ========== ==========
DILUTED:
- --------
Weighted average common and Class
B common shares outstanding 32,528,662 32,443,605 32,514,234 32,379,803
Assumed conversion of $1.40
preferred stock 8,287,037 8,390,602 8,311,048 8,409,584
Assumed exercise of stock options 329,603 321,819 347,061 338,994
---------- ---------- ---------- ----------
Total shares used in computation 41,145,302 41,156,026 41,172,343 41,128,381
========== ========== ========== ==========
Income available to common
shareholders $ 12,020 $ 9,926 $ 13,685 $ 84,980
Convertible preferred stock
dividend 84 86 170 173
Dilution of UTV net income from
UTV stock options (26) (33) (40) (66)
----------- ---------- ---------- ----------
$ 12,078 $ 9,979 $ 13,815 $ 85,087
========== ========== ========== ==========
Diluted earnings per share $ .29 $ .24 $ .34 $ 2.07
========== ========== ========== ==========
</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.
Consolidated cash and marketable securities totalled $1.38 billion at
June 30, 1998, and Chris-Craft has no debt outstanding. Chris-
Craft's 79.9% owned television broadcasting subsidiary, BHC
Communications, Inc., has expended significant funds developing United
Paramount Network since UPN's inception in 1994, but cash flow
provided from BHC's operating activities has exceeded such BHC funding
of UPN.
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 $9.2
million in the first six months of 1998 and by $1.2 million in the
corresponding 1997 period), and is dependent upon the mix of programs
aired and payment terms of the stations' contracts. Reflecting such
amounts, broadcast cash flow in the first six months of 1998 declined
15%, while station earnings declined only 3%, 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 declined to $1.38 billion
at June 30, 1998, from $1.50 billion at December 31, 1997. Such
decline primarily reflects the $80.3 million television station
acquisition, described below, as well as BHC treasury stock purchases.
Operating cash flow for the first six months of 1998 rose to $71.1
million from $67.3 million, despite the decline in broadcast cash
flow, primarily because the 1997 amount includes income tax payments
related to the UPN distribution described below (the distribution is
reported as a cash flow from investing activities).
BHC generates most of Chris-Craft's consolidated cash flow. Parent
company obligations consist solely of corporate office expenditures,
current and accrued. Most parent company cash flow in recent years
has been provided from the receipt by Chris-Craft of its share of
special dividends paid by BHC. In February 1998, BHC paid a special
cash dividend of $1.00 per share, aggregating $22.7 million, of which
<PAGE>
Page 12
$18 million was received by Chris-Craft. In February 1997, BHC paid a
similar special cash dividend of $1.00 per share, aggregating $23.6
million, of which $18 million was received by Chris-Craft. 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 June 30, 1998,
6,891,790 shares were purchased, including 226,503 shares from UTV,
for a total cost of $516.1 million, including $62.5 million in 1998.
From 1993 through March 31, 1998, UTV purchased 1,454,376 of its
common shares at an aggregate cost of $94.1 million, of which $7.0
million was expended in the first six months of 1998, and, at June 30,
1998, 729,649 UTV shares remained authorized for purchase.
In January 1998, United Television, Inc., BHC's 58.6% owned
subsidiary, purchased the assets of UHF television station WHSW,
Channel 24, in Baltimore, Maryland for $80.3 million in cash. The
station's call letters were changed to WUTB and the station became a
UPN affiliate. UTV has signed a definitive agreement to purchase the
assets of WRBW 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, which is subject to Federal Communications Commission
approval, as well as satisfaction of certain conditions. Chris-Craft
intends to further 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 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 in the first quarter of 1997. BHC and Viacom now share
equally in UPN losses and funding requirements. UPN, still in its
early development, incurred start-up losses of $170.2 million in 1997,
$146.3 million in 1996 and $129.3 million in 1995, and is expected for
the next several years to continue to incur substantial start-up
losses and to require significant funding. BHC funding of UPN
totalled $44.3 million in the first six months of 1998.
Chris-Craft's television stations make commitments for programming
that will not be available for telecasting until future dates. At
June 30, 1998, commitments for such programming totalled approximately
$292.9 million, including $95.4 million applicable to UTV. BHC also
has a remaining commitment to invest over time up to $24.8 million,
<PAGE>
Page 13
of which $14.8 million is to be invested in management buyout limited
partnerships, including $11.0 million applicable to UTV. Chris-Craft
capital expenditures generally have not been material in relation to
its financial position, and the related capital expenditure
commitments at June 30, 1998 (including any related to UPN) were not
material. Chris-Craft currently expects that during 1998 some of its
stations will begin converting to digital television. This conversion
will require the purchase of digital transmitting equipment to
telecast over newly assigned frequencies. This conversion is expected
to take place over a number of years and will proceed as market
conditions require. Chris-Craft expects that its expenditures for
UPN, future film contract commitments and capital requirements for its
present business, including the cost to convert to digital television,
will be satisfied primarily from operations, marketable securities or
cash balances.
As set forth in Note 7, 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 7, 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 net income in the second quarter of 1998 increased to
$12,122,000, or $.37 per share ($.29 per share diluted),from net
income in last year's period of $10,031,000, or $.31 per share ($.24
per share diluted). A 16% increase in operating income and a
reduction in Chris-Craft's effective income tax rate more than offset
an increase in the amount of United Paramount Network start-up losses
recorded by BHC.
Net income for the first six months of 1998 declined to $13,892,000,
or $.42 per share ($.34 per share diluted), from net income in last
year's corresponding period of $85,190,000, or $2.62 per share ($2.07
per share diluted), primarily reflecting the 1997 first quarter gain
of $152,224,000 recorded on the transaction with Viacom set forth
above through which BHC reduced its UPN ownership interest to its
current 50% from 100%.
Operating revenues and operating income for the second quarter and six
month periods ended June 30, 1998 and 1997 are as follows (in
thousands):
<PAGE>
Page 14
Operating Revenues Operating Income
------------------ ------------------
1998 1997 1998 1997
-------- -------- -------- --------
Second Quarter
Television Division $120,500 $118,835 $ 37,512 $ 36,724
Industrial Division 5,185 5,124 865 635
Corporate and other - - (3,889) (7,613)
-------- -------- -------- --------
$125,685 $123,959 $ 34,488 $ 29,746
======== ======== ======== ========
Six Months
Television Division $220,075 $219,953 $ 54,041 $ 57,358
Industrial Division 10,584 10,478 1,814 1,375
Corporate and other - - (12,027) (11,462)
-------- -------- -------- --------
$230,659 $230,431 $ 43,828 $ 47,271
======== ======== ======== ========
Operating income in the quarter rose 16%, to $34,488,000 from
$29,746,000, primarily due to a decline in expense associated with
stock price based retirement plans, most of which decline is reflected
in the reduction in corporate office expense. Operating income for
the six months declined 7%, to $43,828,000 from $47,271,000, due
mostly to a 6% decline in Television Division operating income.
Television Division operating income rose 2% in the second quarter, to
$37,512,000 from $36,724,000. While earnings at the Division's core
television station group declined slightly, to $40,017,000 from
$40,694,000, that small decline was more than offset by an increase in
earnings at the Division's production subsidiaries. Station operating
revenues increased to $118,007,000 from $116,501,000, primarily due to
WUTB, the Division's recently acquired Baltimore station.
Television Division operating income for the first six months of 1998
declined 6%, to $54,041,000 from $57,358,000, primarily reflecting
lower station earnings and WUTB goodwill amortization. Station
earnings for the period declined 3%, to $60,241,000 from $62,244,000
last year, mainly due to the year to date loss at WUTB. Station
operating revenues for the first six months of 1998 were virtually
unchanged, $215,631,000 compared to last year's $215,744,000.
Industrial Division operating income increased 36% in the second
quarter, to $865,000 from $635,000, and increased 32% in the six
months, to $1,814,000 from $1,375,000. The Division's profit margins
have improved significantly.
UPN's loss widened in 1998, due in part to mid-season launch costs.
BHC's 50% share of such loss, which is recorded under the equity
method of accounting, was $22,471,000 in the second quarter, compared
to last year's $16,404,000, and totalled $42,381,000 in the six month
period, compared to last year's $34,302,000.
<PAGE>
Page 15
Interest and other income, which consists mostly of amounts earned on
Chris-Craft's consolidated cash and marketable securities holdings,
totalled $20,013,000 in the second quarter, compared to $20,374,000
last year, and totalled $39,724,000 in the six month period, compared
to $39,659,000 last year.
Chris-Craft's effective income tax rate declined to 38% in 1998 from
41% in 1997, reflecting the recognition of certain income tax credits.
Minority interest reflects the interest of shareholders other than
Chris-Craft in the net income of BHC, 79.9% owned by Chris-Craft at
June 30,1998 and 77.3% owned by Chris-Craft at June 30, 1997, and the
interest of shareholders other than BHC in the net income of UTV,
58.6% owned by BHC at June 30, 1998 and 58.8% owned by BHC at June 30,
1997.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------------------------------------------------------------------
Not applicable.
<PAGE>
Page 16
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
PART II. OTHER INFORMATION
--------------------------
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
The following matters were submitted to a vote of security
holders at the Registrant's annual meeting of stockholders which was
held on May 5, 1998.
The following were elected directors, each receiving the number
of votes set opposite his name:
Broker
For Withheld Non-votes
--- -------- ---------
John C. Bogle 122,923,410 518,962 -0-
T. Chandler Hardwick, III 122,943,176 499,196 -0-
David F. Linowes 122,937,340 505,032 -0-
Herbert J. Siegel 122,846,577 595,795 -0-
The selection of Price Waterhouse LLP as Chris-Craft's auditors
for the current year was ratified by the following vote:
Broker
For Against Abstain Non-votes
--- ------- ------- ---------
123,178,613 70,029 193,730 -0-
Item 5. Other Information
-----------------
The persons named on the form of proxy to be mailed in connection
with the solicitation of proxies on behalf of the Registrant's Board
of Directors for the Registrant's 1999 annual stockholders meeting
will vote in their own discretion on any matter as to which the
Registrant shall not have received notice by February 10, 1999.
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.
<PAGE>
Page 17
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: August 12, 1998
<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
JUNE 30, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 207404
<SECURITIES> 1171597
<RECEIVABLES> 95523
<ALLOWANCES> 5041
<INVENTORY> 2748
<CURRENT-ASSETS> 1579873
<PP&E> 154126
<DEPRECIATION> 104955
<TOTAL-ASSETS> 2170257
<CURRENT-LIABILITIES> 235575
<BONDS> 0
0
5788
<COMMON> 17204
<OTHER-SE> 1371939
<TOTAL-LIABILITY-AND-EQUITY> 2170257
<SALES> 10584
<TOTAL-REVENUES> 230659
<CGS> 6826
<TOTAL-COSTS> 186831
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 41171
<INCOME-TAX> 15500
<INCOME-CONTINUING> 13892
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13892
<EPS-PRIMARY> .42
<EPS-DILUTED> .34
</TABLE>
