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, 1999
--------------------------------
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, 1999 there were 25,608,607 shares of the issuer's
Common Stock outstanding and 8,025,893 shares of the issuer's Class B
Common Stock outstanding.
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(UNAUDITED)
-------------------------------------
September 30, December 31,
1999 1998
----------- -----------
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 149,839 $ 204,297
Marketable securities (substantially
all U.S. Government securities) 1,203,667 1,211,246
Accounts receivable, net 91,210 88,382
Film contract rights 133,934 99,883
Prepaid expenses and other current
assets 47,383 52,933
----------- -----------
Total current assets 1,626,033 1,656,741
----------- -----------
INVESTMENTS 88,285 69,881
----------- -----------
FILM CONTRACT RIGHTS, less current
portion 53,048 23,619
----------- -----------
PROPERTY AND EQUIPMENT, net 60,583 51,579
----------- -----------
INTANGIBLE ASSETS 475,977 428,254
----------- -----------
OTHER ASSETS 19,489 15,349
----------- -----------
$ 2,323,415 $ 2,245,423
=========== ===========
<PAGE>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
- ----------------------------------------
CURRENT LIABILITIES:
Film contracts payable within one year $ 115,015 $ 96,595
Accounts payable and accrued expenses 142,481 130,515
Income taxes payable 36,046 41,653
----------- -----------
Total current liabilities 293,542 268,763
----------- -----------
FILM CONTRACTS PAYABLE AFTER ONE YEAR 95,032 62,050
----------- -----------
OTHER LONG-TERM LIABILITIES 25,734 26,321
----------- -----------
MINORITY INTEREST 492,966 479,820
----------- -----------
COMMITMENTS AND CONTINGENCIES (NOTE 7)
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 234,462
shares; outstanding 234,462 and 235,935
shares 4,103 4,129
Class B common stock - par value $.50
per share; currently authorized
50,000,000 shares; outstanding 8,077,696
and 8,127,937 shares 4,039 4,064
Common stock - par value $.50 per share;
currently authorized 100,000,000 shares;
outstanding 25,762,028 and 24,556,196
shares 13,672 13,069
Capital surplus 423,053 376,375
Retained earnings 964,197 993,184
Treasury stock, at cost (11,145) -
Accumulated other comprehensive income 16,644 16,070
----------- -----------
1,416,141 1,408,469
----------- -----------
$ 2,323,415 $ 2,245,423
=========== ===========
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
<PAGE>
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands of dollars except per share data)
(UNAUDITED)
-----------------------------------------------
Three Months Nine Months
Ended September 30, Ended September 30,
---------------------- ----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
OPERATING REVENUES $ 119,804 $ 107,352 $ 355,089 $ 338,011
---------- ---------- ---------- ----------
OPERATING EXPENSES:
Expenses directly
associated with
revenues 56,747 55,143 168,398 165,293
Selling, general and
administrative 38,706 27,570 115,087 104,251
---------- ---------- ---------- ----------
95,453 82,713 283,485 269,544
---------- ---------- ---------- ----------
Operating income 24,351 24,639 71,604 68,467
---------- ---------- ---------- ----------
OTHER INCOME (EXPENSE):
Interest and other
income, net 18,190 19,983 61,330 59,707
Equity in United
Paramount Network
loss (16,900) (10,438) (74,238) (52,819)
---------- ---------- ---------- ----------
1,290 9,545 (12,908) 6,888
---------- ---------- ---------- ----------
Income before income
taxes and minority
interest 25,641 34,184 58,696 75,355
INCOME TAX PROVISION 11,000 13,000 25,200 28,500
---------- ---------- ---------- ----------
Income before
minority interest 14,641 21,184 33,496 46,855
MINORITY INTEREST (6,880) (6,679) (18,265) (18,458)
---------- ---------- ---------- ----------
Net income $ 7,761 $ 14,505 $ 15,231 $ 28,397
========== ========== ========== ==========
Earnings per share:
Basic $ .23 $ .43 $ .44 $ .84
========== ========== ========== ==========
Diluted $ .18 $ .34 $ .36 $ .67
========== ========== ========== ==========
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(UNAUDITED)
-----------------------------------------------
Nine Months
Ended September 30,
--------------------
1999 1998
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 15,231 $ 28,397
Adjustments to reconcile net income to net
cash provided from operating activities:
Film contract payments (76,212) (75,654)
Film contract amortization 69,435 61,506
Depreciation and other amortization 17,873 16,356
Equity in United Paramount Network loss 74,238 52,819
Minority interest 18,265 18,458
Other (9,313) (2,292)
Changes in assets and liabilities:
Accounts receivable (1,531) 14,440
Other assets (4,979) 834
Accounts payable and other liabilities 6,976 (3,964)
Income taxes (2,118) 9,300
--------- ---------
Net cash provided from operating
activities 107,865 120,200
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Disposition of marketable securities, net 20,315 128,648
Investment in United Paramount Network (75,950) (57,000)
Station acquisitions (includes $57,521 and
$77,668 of intangibles) (61,358) (80,280)
Other investments (17,716) (21,663)
Capital expenditures, net (13,165) (7,717)
Other (1,170) (1,347)
--------- ---------
Net cash used in investing activities (149,044) (39,359)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital transactions of subsidiaries (4,997) (54,410)
Purchase of treasury stock (11,145) (17,552)
Proceeds from option exercises 3,247 4,713
Other (384) (395)
--------- ---------
Net cash used in financing activities (13,279) (67,644)
--------- ---------
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (54,458) 13,197
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 204,297 290,009
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 149,839 $ 303,206
========= =========
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
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 (79.96% at September 30, 1999)
television broadcasting subsidiary, BHC Communications, Inc., and BHC's
majority owned (58.4% at September 30, 1999) 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.
2. MARKETABLE SECURITIES:
All of Chris-Craft's marketable securities have been categorized as
available-for-sale and are carried at fair market value. Since
marketable securities are available for current operations, all are
included in current assets.
At September 30, 1999, Chris-Craft's marketable securities consisted
of U.S. Government securities, which had a cost of $1,100,895,000 and a
fair value of $1,100,086,000, and equity securities, which had a cost of
$68,231,000 and a fair value of $103,581,000. The difference between
aggregate cost and fair value of $34,541,000 ($16,644,000, 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, all
mature within fifteen months.
At December 31, 1998, Chris-Craft's marketable securities consisted
of U.S. Government securities, which had a cost of $1,093,744,000 and a
fair value of $1,095,373,000, and equity securities, which had a cost of
$83,881,000 and a fair value of $115,873,000. The difference between
aggregate cost and fair value of $33,621,000 ($16,070,000, 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 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. 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 $2,327,000 at September 30, 1999 and $615,000 at
December 31, 1998, and is included in Investments in the accompanying
condensed consolidated balance sheets. UPN is still in its development
and is expected to continue to incur significant start-up losses and to
require significant funding for the next several years.
UPN's condensed statements of operations are as follows (in
thousands):
Three Months Nine Months
Ended September 30, Ended September 30,
--------------------- ---------------------
1999 1998 1999 1998
--------- --------- --------- ---------
Operating revenues $ 31,615 $ 19,012 $ 94,987 $ 66,808
Operating expenses 65,749 40,266 244,475 173,623
--------- --------- --------- ---------
Operating loss (34,134) (21,254) (149,488) (106,815)
Other income, net 335 379 1,012 1,177
--------- --------- --------- ---------
Net loss $ (33,799) $ (20,875) $(148,476) $(105,638)
========= ========= ========= =========
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 1, 1999. During
the nine months ended September 30, 1999, 292,600 shares of Class B
common stock were converted into 292,600 shares of common stock, and
1,473 shares of $1.40 convertible preferred stock were converted into
51,166 shares of common stock and 46 shares of Class B common stock. In
addition, 163,293 shares of common stock, including 34,780 shares held in
treasury, were issued upon exercise of stock options, and 34,780 shares
of common stock were received in partial payment of option exercises.
During the nine month period, 245,500 shares of common stock were
purchased by Chris-Craft, all of which were held in treasury at September
30, 1999. As of September 30, 1999, 586,602 shares of common stock and
12,899 shares of $1.00 prior preferred stock remained authorized for
purchase.
As of September 30, 1999, shares of Chris-Craft's authorized but
unissued common stock were reserved for issuance as follows:
Shares
----------
Conversion of Class B common stock 8,077,696
Conversion of $1.40 convertible preferred stock 8,178,691*
Stock options (including options
outstanding for 3,888,580 shares) 5,258,234
----------
21,514,621
==========
*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 includes only unrealized gains and losses on
marketable securities classified as available-for-sale (see Note 2), net
of a reclassification adjustment for gains (losses) included in net
income. Comprehensive income is as follows (in thousands):
Three Months Nine Months
Ended Ended
September 30, September 30,
---------------- ----------------
1999 1998 1999 1998
------- ------- ------- -------
Net income $ 7,761 $14,505 $15,231 $28,397
Other comprehensive income (loss),
net of taxes and minority
interests (2,042) (2,235) 574 4,478
------- ------- ------- -------
Comprehensive income $ 5,719 $12,270 $15,805 $32,875
======= ======= ======= =======
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 September 30,
1999, 6,895,590 shares were purchased, including 226,503 shares from UTV
in June 1998, for a total cost of $516.5 million, including $62.5 million
in the first nine months of 1998. From January 1, 1997 through September
30, 1999, UTV purchased 107,500 of its common shares at an aggregate cost
of $10.6 million, including $.8 million in the first nine months of 1999
and $7.0 million in the first nine months of 1998.
Such purchases, together with proceeds from the exercise of UTV
stock options and, in both periods, BHC's special $1.00 per share
dividend and UTV's $.50 per share dividend are reflected in capital
transactions of subsidiaries in the accompanying condensed consolidated
statements of cash flows, net of intercompany eliminations and minority
interests.
7. COMMITMENTS AND CONTINGENCIES:
Commitments of Chris-Craft's television stations for film contracts
entered into but not available for broadcasting at September 30, 1999
aggregated approximately $277.5 million, including $78.8 million
applicable to UTV. BHC also has a remaining commitment to invest over
time up to $16.2 million in investment limited partnerships, including
$5.0 million applicable to UTV.
BHC expects to make significant expenditures developing UPN. See
Note 3.
As set forth in Note 9 of Notes to Consolidated Financial Statements
in Chris-Craft's 1998 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.
In April 1999, a jury awarded damages totalling $7.3 million
(excluding interest and legal fees which are not expected to be material)
to a former WWOR employee who filed suit alleging discrimination by the
station. The station and its counsel believe the award to be
unjustified, and intend to appeal. The judgement is not yet final, and
it is not possible to reasonably estimate the amount, if any, which
ultimately will be paid. Accordingly, no amount has been reserved in
Chris-Craft's financial statements relating to this matter.
In July 1999, UTV completed the acquisition of the net assets of UHF
television station WRBW-TV in Orlando, Florida. UTV remains obligated
for possible future consideration relating to the purchase of up to
$25,000,000.
8. EARNINGS PER SHARE:
Computations of earnings per share, all of which give retroactive
effect to the April 1999 3% stock dividend, are as follows (in thousands
of dollars except per share amounts):
Three Months Nine Months
Ended September 30, Ended September 30,
---------------------- ----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
BASIC:
- ------
Weighted average common
and Class B common
shares outstanding 33,567,167 33,575,966 33,564,048 33,518,429
========== ========== ========== ==========
Net income $ 7,761 $ 14,505 $ 15,231 $ 28,397
Less: Preferred stock
dividends (100) (103) (301) (310)
---------- ---------- ---------- ----------
Income available to
common shareholders $ 7,661 $ 14,402 $ 14,930 $ 28,087
========== ========== ========== ==========
Basic earnings per
share $ .23 $ .43 $ .44 $ .84
========== ========== ========== ==========
DILUTED:
- --------
Weighted average common
and Class B common
shares outstanding 33,567,167 33,575,966 33,564,048 33,518,429
Assumed conversion of
$1.40 preferred stock 8,182,458 8,391,406 8,202,481 8,504,078
Assumed exercise of
stock options 411,876 218,305 298,143 311,084
---------- ---------- ---------- ----------
Total shares used
in computation 42,161,501 42,185,677 42,064,672 42,333,591
========== ========== ========== ==========
Income available to
common shareholders $ 7,661 $ 14,402 $ 14,930 $ 28,087
Convertible preferred
stock dividend 82 85 246 255
Dilution of UTV net
income from UTV
stock options (10) (20) (44) (60)
---------- ---------- ---------- ----------
Income available
assuming dilution $ 7,733 $ 14,467 $ 15,132 $ 28,282
========== ========== ========== ==========
Diluted earnings per
share $ .18 $ .34 $ .36 $ .67
========== ========== ========== ==========
9. SEGMENT REPORTING:
Chris-Craft has two reportable segments, the Television Division and
the Industrial Division. UPN, which is accounted for on the equity
method, is also considered a reportable segment under SFAS 131,
"Disclosures about Segments of an Enterprise and Related Information."
However, all required segment information relating to UPN is included in
Note 3.
Operating revenues and operating income for the third quarter and
nine months ended September 30, 1999 and 1998 are as follows (in
thousands):
Operating Revenues Operating Income
------------------ ------------------
1999 1998 1999 1998
-------- -------- -------- --------
Third Quarter
Television Division $114,293 $102,794 $ 28,753 $ 23,825
Industrial Division 5,511 4,558 999 516
Corporate and other - - (5,401) 298
-------- -------- -------- --------
$119,804 $107,352 $ 24,351 $ 24,639
======== ======== ======== ========
Nine Months
Television Division $339,157 $322,869 $ 85,295 $ 77,866
Industrial Division 15,932 15,142 2,833 2,330
Corporate and other - - (16,524) (11,729)
-------- -------- -------- --------
$355,089 $338,011 $ 71,604 $ 68,467
======== ======== ======== ========
<PAGE>
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 continues to be strong and highly
liquid. Cash and marketable securities totalled $1.35 billion at
September 30, 1999, and Chris-Craft has no debt outstanding. Chris-
Craft's 79.96% 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 its
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 $6.8 million in the nine month
period ended September 30, 1999 and by $14.1 million in the corresponding
1998 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 nine months of 1999 increased 22%, while station
earnings increased 11%, 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.
Such balances declined slightly, to $1.35 billion at September 30, 1999,
from $1.42 billion at December 31, 1998. Such $62 million decline was
incurred despite nine month operating cash flow of $108 million,
primarily due to the $61.4 million cash acquisition of television station
WRBR, UPN funding totalling $76 million, capital expenditures totalling
$13.2 million and Chris-Craft treasury stock purchases totalling $11.1
million.
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. BHC has paid $1.00 per share special cash
dividends in February 1999, aggregating $22.5 million, February 1998,
aggregating $22.7 million, and February 1997, aggregating $23.6 million,
with Chris-Craft receiving $18 million of each such amount. BHC plans to
consider annually the payment of a special dividend.
Chris-Craft, from time to time, has purchased shares of its own
capital stock, including 245,500 common shares purchased during the first
nine months of 1999 at an aggregate cost of $11,145,000. At September
30, 1999, 586,602 common shares remained authorized for purchase.
Since April 1990, BHC's Board of Directors has authorized the
purchase of up to 7,081,087 Class A common shares. Through December 31,
1998, 6,895,590 shares were purchased, including 226,503 shares in 1998
from United Television, Inc., BHC's 58.4% owned subsidiary, for a total
cost of $516.5 million. During the three year period ended December 31,
1998, UTV expended $42.6 million acquiring its own common shares, and
729,649 UTV shares remained authorized for purchase at that date. No
additional such shares were acquired by BHC during the first nine months
of 1999, and UTV expended $.8 million acquiring its own common shares
during that period.
In January 1998, UTV purchased the net 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. In July 1999, UTV purchased the assets of UHF
television station WRBW, Channel 65, a UPN affiliate in Orlando, Florida,
for $61.4 million in cash and possible future consideration. 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 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. BHC and Viacom now share equally in UPN losses and
funding requirements. UPN, still in its development, incurred start-up
losses of $177.2 million in 1998, $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 $76 million in the
first nine months of 1999.
Chris-Craft's television stations make commitments for programming
that will not be available for telecasting until future dates. At
September 30, 1999, commitments for such programming totalled
approximately $277.5 million, including $78.8 million applicable to UTV.
BHC also has a remaining commitment to invest over time up to $16.2
million in investment limited partnerships, including $5.0 million
applicable to UTV. Chris-Craft's capital expenditures generally have not
been material in relation to its financial position, and the related
capital expenditure commitments at September 30, 1999 (including any
related to UPN) were not material. During 1998, Chris-Craft stations
began converting to digital television (DTV). The conversion will
require the purchase of digital transmitting equipment to telecast over
newly assigned frequencies. This conversion is expected to take a number
of years and will be subject to competitive market conditions. 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 DTV, 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 believes
it has been erroneously identified as a potentially responsible party 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.
Chris-Craft, which completed an assessment of its year 2000 issues
in 1998, believes that the total estimated compliance cost is immaterial.
Chris-Craft has substantially completed all remediation efforts,
including third party systems testing. Chris-Craft continues to believe
that such issues will not have a material effect on its business, results
of operations or financial condition.
Quantitative and Qualitative Disclosures about Market Risk
- ----------------------------------------------------------
Chris-Craft is subject to certain market risk relating to its
marketable securities holdings, which are all held for other than trading
purposes. The table below provides information as of September 30, 1999
about the U.S. Government securities which are subject to interest rate
sensitivity and the equity securities which are subject to equity market
sensitivity.
(in thousands)
Cost Fair Value
---- ----------
U.S. Government securities $ 1,100,895 $ 1,100,086
Equity securities $ 68,231 $ 103,581
Results of Operations
- ---------------------
Chris-Craft net income in the third quarter of 1999 totalled
$7,761,000, or $.23 per share ($.18 per share diluted), compared to net
income of $14,505,000, or $.43 per share ($.34 per share diluted), in
last year's third quarter. Earnings at Chris-Craft's core television
station group rose strongly, but net income declined primarily due to
expense associated with stock price based retirement plans and higher
start-up losses at United Paramount Network.
For the first nine months of 1999, Chris-Craft net income totalled
$15,231,000, or $.44 per share ($.36 per share diluted), compared to net
income of $28,397,000, or $.84 per share ($.67 per share diluted), in
last year's comparable period. The decline in year to date earnings
mostly reflects higher UPN losses and expense associated with stock price
based retirement plans, which factors were only partially offset by an
increase in station group earnings.
Operating revenues and operating income for the third quarter and
nine month periods ended September 30, 1999 and 1998 are as follows (in
thousands):
Operating Revenues Operating Income
------------------ ------------------
1999 1998 1999 1998
-------- -------- -------- --------
Third Quarter
Television Division $114,293 $102,794 $ 28,753 $ 23,825
Industrial Division 5,511 4,558 999 516
Corporate and other - - (5,401) 298
-------- -------- -------- --------
$119,804 $107,352 $ 24,351 $ 24,639
======== ======== ======== ========
Nine Months
Television Division $339,157 $322,869 $ 85,295 $ 77,866
Industrial Division 15,932 15,142 2,833 2,330
Corporate and other - - (16,524) (11,729)
-------- -------- -------- --------
$355,089 $338,011 $ 71,604 $ 68,467
======== ======== ======== ========
Station operating revenues in the third quarter rose 11%, to
$111,901,000 from $100,703,000, reflecting overall strong demand for
television advertising and key programming successes. After a 6%
increase in station operating expenses, station earnings rose 26%, to
$33,243,000 from last year's $26,302,000. Station earnings excluding
amounts associated with stock price based retirement plan expense rose
41%. The increase in station earnings produced a 21% increase in third
quarter Television Division operating income, to $28,753,000 from
$23,825,000 last year. WRBW results were not significant.
For the first nine months of 1999, station group earnings increased
11%, to $96,314,000 from $86,543,000, mainly due to the strong third
quarter results and approximately $4.8 million of mostly nonrecurring
copyright royalties recorded in the first six months of 1999, which
factors were only partially offset by a $2.1 million increase in station
expense associated with stock price based retirement plans. Excluding
such expense, television group earnings for the nine months increased
14%. Station operating revenues for the nine months, including the
copyright royalty income, rose 5%, to $332,228,000 from $316,334,000.
Reflecting the increase in station group earnings, Television Division
operating income in the period increased 10%, to $85,295,000 from
$77,866,000.
Industrial Division operating income increased 94% in the third
quarter, to $999,000 from $516,000, due mostly to growth at the
Division's plastic flexible film unit. However, after an unfavorable
swing of approximately $4.8 million in amounts recorded in corporate
office expense for stock price based retirement plans, which primarily
reflects the 19% increase during the third quarter in the market price of
Chris-Craft common stock, consolidated operating income declined 1%, to
$24,351,000 from $24,639,000. Industrial Division operating income for
the nine month period rose 22%, to $2,833,000 from $2,330,000 and, after
a $1.7 million increase in corporate office expense associated with stock
price based retirement plans, consolidated operating income for the nine
months rose 5%, to $71,604,000 from $68,467,000.
Interest and other income, which consists mostly of amounts earned
on Chris-Craft's consolidated cash and marketable securities holdings,
declined to $18,190,000 in the third quarter from $19,983,000 last year,
due mostly to marketable security gains realized last year's third
quarter. Interest and other income in the nine month period increased to
$61,330,000 from $59,707,000 last year, primarily due to marketable
security gains realized in the first six months of 1999.
BHC's 50% share of UPN's third quarter loss increased to $16,900,000
from $10,438,000, mainly reflecting the expansion of the network's prime
time schedule to five weekday evenings this year from three last year.
Nonetheless, UPN's competitive position has improved considerably this
fall, generating significantly improved ratings for the network and its
affiliates. BHC's share of UPN's nine month loss rose to $74,238,000
from last year's $52,819,000, additionally reflecting earlier in the year
ratings declines and expenses related to cancelled programs.
Chris-Craft's effective income tax rate rose to approximately 43% in
the 1999 periods from approximately 38% in the 1998 periods, primarily
reflecting the realization in 1998 of certain income tax benefits.
Minority interest reflects the interest of shareholders other than
Chris-Craft in the net income of BHC, 79.96% owned by Chris-Craft at
September 30, 1999 and 79.95% owned by Chris-Craft at September 30, 1998,
and the interest of shareholders other than BHC in the net income of UTV,
58.4% owned by BHC at September 30, 1999 and 58.6% owned by BHC at
September 30, 1998.
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
The information appearing in Management's Discussion and Analysis
under the caption "Quantitative and Qualitative Disclosures about Market
Risk" is incorporated herein by this reference.
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 15, 1999
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, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 149839
<SECURITIES> 1203667
<RECEIVABLES> 96464
<ALLOWANCES> 5254
<INVENTORY> 2185
<CURRENT-ASSETS> 1626033
<PP&E> 175831
<DEPRECIATION> 115248
<TOTAL-ASSETS> 2323415
<CURRENT-LIABILITIES> 293542
<BONDS> 0
0
5681
<COMMON> 17711
<OTHER-SE> 1392749
<TOTAL-LIABILITY-AND-EQUITY> 2323415
<SALES> 15932
<TOTAL-REVENUES> 355089
<CGS> 10103
<TOTAL-COSTS> 283485
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 58696
<INCOME-TAX> 25200
<INCOME-CONTINUING> 15231
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15231
<EPS-BASIC> .44
<EPS-DILUTED> .36
</TABLE>
