.
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 March 31, 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 April 30, 1999 there were 25,236,334 shares of the issuer's
Common Stock outstanding and 8,305,863 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)
-------------------------------------
March 31, December 31,
1999 1998
----------- -----------
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 201,114 $ 204,297
Marketable securities (substantially
all U.S. Government securities) 1,207,249 1,211,246
Accounts receivable, net 78,259 88,382
Film contract rights 74,324 99,883
Prepaid expenses and other current assets 49,317 52,933
----------- -----------
Total current assets 1,610,263 1,656,741
----------- -----------
INVESTMENTS 83,228 69,881
----------- -----------
FILM CONTRACT RIGHTS, less current portion 20,323 23,619
----------- -----------
PROPERTY AND EQUIPMENT, net 51,280 51,579
----------- -----------
INTANGIBLE ASSETS 425,100 428,254
----------- -----------
OTHER ASSETS 16,375 15,349
----------- -----------
$ 2,206,569 $ 2,245,423
=========== ===========
<PAGE>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
- ----------------------------------------
CURRENT LIABILITIES:
Film contracts payable within one year $ 87,024 $ 96,595
Accounts payable and accrued expenses 121,372 130,515
Income taxes payable 41,597 41,653
----------- -----------
Total current liabilities 249,993 268,763
----------- -----------
FILM CONTRACTS PAYABLE AFTER ONE YEAR 49,641 62,050
----------- -----------
OTHER LONG-TERM LIABILITIES 26,133 26,321
----------- -----------
MINORITY INTEREST 477,666 479,820
----------- -----------
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 235,777
shares; outstanding 235,777 and 235,935
shares 4,126 4,129
Class B common stock - par value $.50
per share; authorized 50,000,000 shares;
outstanding 8,316,041 and 8,127,937
shares 4,158 4,064
Common stock - par value $.50 per share;
authorized 100,000,000 shares;
outstanding 25,354,934 and 24,556,196
shares 13,468 13,069
Capital surplus 419,935 376,375
Retained earnings 949,932 993,184
Treasury stock, at cost (8,556) -
Accumulated other comprehensive income 18,495 16,070
----------- -----------
1,403,136 1,408,469
----------- -----------
$ 2,206,569 $ 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
Ended March 31,
----------------------
1999 1998
---------- ----------
OPERATING REVENUES $ 111,460 $ 104,974
---------- ----------
OPERATING EXPENSES:
Expenses directly associated with revenues 54,772 54,611
Selling, general and administrative 37,122 41,023
---------- ----------
91,894 95,634
---------- ----------
Operating income 19,566 9,340
---------- ----------
OTHER INCOME (EXPENSE):
Interest and other income, net 18,676 19,711
Equity in United Paramount Network loss (30,150) (19,910)
---------- ----------
(11,474) (199)
---------- ----------
Income before income taxes
and minority interest 8,092 9,141
INCOME TAX PROVISION 3,600 3,500
---------- ----------
Income before minority interest 4,492 5,641
MINORITY INTEREST (3,744) (3,871)
---------- ----------
Net income $ 748 $ 1,770
========== ==========
Earnings per share:
Basic $ .02 $ .05
========== ==========
Diluted $ .02 $ .04
========== ==========
3% Stock 3% Stock
DIVIDENDS PER COMMON SHARE Dividend Dividend
========== ==========
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
<PAGE>
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(UNAUDITED)
-----------------------------------------------
Three Months
Ended March 31,
--------------------
1999 1998
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 748 $ 1,770
Adjustments to reconcile net income to net
cash provided from operating activities:
Film contract payments (24,808) (25,320)
Film contract amortization 22,646 21,010
Depreciation and other amortization 5,776 5,417
Equity in United Paramount Network loss 30,150 19,910
Minority interest 3,744 3,871
Other (563) 236
Changes in assets and liabilities:
Accounts receivable 10,123 16,781
Other assets (6,143) 340
Accounts payable and other liabilities (2,110) 2,118
Income taxes 3,509 2,909
--------- ---------
Net cash provided from operating
activities 43,072 49,042
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Disposition of marketable securities, net 12,665 56,573
Investment in United Paramount Network (33,125) (22,300)
Station acquisition (includes $77,712 of
intangibles) - (80,280)
Other investments (10,708) (591)
Capital expenditures, net (2,323) (1,611)
Other (244) (1,228)
--------- ---------
Net cash used in investing activities (33,735) (49,437)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital transactions of subsidiaries (4,117) (44,417)
Purchase of treasury stock (8,392) (7,495)
Proceeds from option exercises 172 1,720
Other (183) (191)
--------- ---------
Net cash used in financing activities (12,520) (50,383)
--------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS (3,183) (50,778)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 204,297 290,009
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 201,114 $ 239,231
========= =========
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
<PAGE>
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 March
31, 1999) television broadcasting subsidiary, BHC Communications,
Inc., and BHC's majority owned (58.5% at March 31, 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 March 31, 1999, Chris-Craft's marketable securities, which
consisted substantially of U.S. Government securities, had a cost of
$1,169,633,000 and a fair value of $1,207,249,000. The difference of
$37,616,000 ($18,495,000, 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 one year.
At December 31, 1998, Chris-Craft's marketable securities, which
consisted substantially of U.S. Government securities, had a cost of
$1,177,625,000 and a fair value of $1,211,246,000. The difference of
$33,621,000 ($16,070,000, net of income taxes and minority interests)
<PAGE>
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 $3,590,000 at March 31, 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
Ended March 31,
-------------------
1999 1998
--------- ---------
Operating revenues $ 30,454 $ 21,203
Operating expenses 91,064 61,370
--------- ---------
Operating loss (60,610) (40,167)
Other income, net 310 347
--------- ---------
Net loss $ (60,300)$ (39,820)
========= =========
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 three months ended March 31, 1999, 54,209 shares of
Class B common stock were converted into 54,209 shares of common
stock, and 158 shares of $1.40 convertible preferred stock were
converted into 5,350 shares of common stock. In addition, 5,626
shares of common stock were issued upon exercise of stock options.
During the three month period, 191,200 shares of common stock were
purchased by Chris-Craft, all of which were held in treasury at March
31, 1999. As of March 31, 1999, 640,902 shares of common stock and
12,899 shares of $1.00 prior preferred stock remained authorized for
purchase.
As of March 31, 1999, shares of Chris-Craft's authorized but
unissued common stock were reserved for issuance as follows:
<PAGE>
Shares
----------
Conversion of Class B common stock 8,316,041
Conversion of $1.40 convertible preferred stock 8,224,561*
Stock options (including options
outstanding for 2,806,251 shares) 2,933,128
----------
19,473,730
==========
*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
Ended
March 31,
----------------
1999 1998
------- -------
Net income $ 748 $ 1,770
Other comprehensive income, net
of taxes and minority interests 2,425 7,430
------- -------
Comprehensive income $ 3,173 $ 9,200
======= =======
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 March 31,
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 34.7
million in the first three months of 1998. From January 1, 1997
through March 31, 1999, UTV purchased 99,100 of its common shares at
an aggregate cost of $9.8 million, including $7.0 million in the first
three months of 1998. No BHC or UTV shares were purchased during the
first quarter of 1999.
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 March 31,
1999 aggregated approximately $352.1 million, including $94.9 million
applicable to UTV. BHC also has a remaining commitment to invest over
time up to $25.2 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 $60 million
and possible future consideration. The acquisition is subject to
Federal Communications Commission approval and other conditions in the
agreement.
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 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.
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
Ended March 31,
----------------------
1999 1998
---------- ----------
BASIC:
- ------
Weighted average common and Class B
common shares outstanding 33,602,774 33,474,800
========== ==========
Net income $ 748 $ 1,770
Less: Preferred stock dividend (101) (105)
---------- ----------
Income available to common shareholders $ 647 $ 1,665
========== ==========
Basic earnings per share $ .02 $ .05
========== ==========
DILUTED:
- --------
Weighted average common and Class B
common shares outstanding 33,602,774 33,474,800
Assumed conversion of $1.40 preferred
stock 8,225,434 8,585,147
Assumed exercise of stock options 202,312 375,455
---------- ----------
Total shares used in computation 42,030,520 42,435,402
========== ==========
Income available to common shareholders $ 647 $ 1,665
Convertible preferred stock dividend 83 86
Dilution of UTV net income from UTV
stock options (8) (14)
----------- ----------
Income available assuming dilution $ 722 $ 1,737
========== ==========
Diluted earnings per share $ .02 $ .04
========== ==========
9. INDUSTRY SEGMENT INFORMATION:
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 is included in Note 3.
Operating revenues and operating income for the first quarter of
1999 and 1998 are as follows (in thousands):
Operating Revenues Operating Income
------------------ ------------------
1999 1998 1999 1998
-------- -------- -------- --------
Television Division $106,495 $ 99,575 $ 23,373 $ 16,529
Industrial Division 4,965 5,399 785 949
Corporate and other - - (4,592) (8,138)
-------- -------- -------- --------
$111,460 $104,974 $ 19,566 $ 9,340
======== ======== ======== ========
<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. Consolidated cash and marketable securities totalled
$1.41 billion at March 31, 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 $2.2
million in the first quarter of 1999 and by $4.3 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 quarter of 1999 increased
47%, while station earnings increased 32%, 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 operating 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
just slightly, to $1.41 billion at March 31, 1999, from $1.42 billion
at December 31, 1998. Such decline was incurred despite first quarter
operating cash flow of $43.1 million, primarily due to UPN funding by
BHC and Chris-Craft treasury stock purchases.
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 191,200 common shares purchased during the
first quarter of 1999 at an aggregate cost of $8.6 million. At March
31, 1999, 640,902 common shares remained authorized for purchase.
Since April 1990, BHC's Board of Directors has authorized the
purchase of up to 7,081,087 of its Class A common shares. Through
March 31, 1999, 6,895,590 shares were purchased, including 226,503
shares in 1998 from United Television, Inc., BHC's 58.5% owned
subsidiary, for a total cost of $516.5 million. From January 1, 1997
through March 31, 1999, UTV expended $9.8 million acquiring its own
common shares, and 729,649 UTV shares remained authorized for purchase
at that date. No such shares were acquired by BHC or UTV during the
first quarter of 1999.
In January 1998, UTV 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 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 $33.1 million in the first quarter of 1999.
Chris-Craft's television stations make commitments for
programming that will not be available for telecasting until future
dates. At March 31, 1999, commitments for such programming totalled
approximately $352.1 million, including $94.9 million applicable to
UTV. BHC also has a remaining commitment to invest over time up to
$25.2 million, 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 March 31, 1999 (including any
related to UPN) were not material. During 1998, Chris-Craft stations
began converting to digital television (DTV). In April 1999, KBHK in
San Francisco became the first of the Chris-Craft stations to make the
initial conversion to DTV signal transmission. 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 expects to have completed all remediation
efforts, including third party systems testing, by September 30, 1999.
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 March
31, 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 $ 1,096,064 $ 1,096,606
Equity securities $ 73,569 $ 110,643
Results of Operations
- ---------------------
Chris-Craft net income in the first quarter of 1999 declined to
$748,000, or $.02 per share ($.02 per share diluted), from net income
in last year's first quarter of $1,770,000, or $.05 per share ($.04
per share diluted). The decline in net income primarily reflects an
increase in BHC's 50% share of UPN's first quarter loss, which was
only partially offset by an increase in Television Division operating
income.
Operating revenues and operating income for the first quarters of
1999 and 1998 are as follows (in thousands):
Operating Revenues Operating Income
------------------ ------------------
1999 1998 1999 1998
-------- -------- -------- --------
Television Division $106,495 $ 99,575 $ 23,373 $ 16,529
Industrial Division 4,965 5,399 785 949
Corporate and other - - (4,592) (8,138)
-------- -------- -------- --------
$111,460 $104,974 $ 19,566 $ 9,340
======== ======== ======== ========
Television Division operating income increased 41%, to
$23,373,000 from $16,529,000, as earnings at the Division's core
television station group rose 32%, to $26,699,000 from last year's
$20,224,000. Approximately $4.3 million of the station earnings
increase reflects copyright royalties paid to the Division's New York
station, WWOR, for prior years, when certain of its programming was
carried on distant cable systems. In addition, station expense
associated with stock price based retirement plans declined
approximately $1.3 million from last year's first quarter. Adjusting
for these two items, station earnings increased 4% from last year's
period. Station operating revenues rose 7%, to $104,423,000 from
$97,624,000. Excluding the royalty payment, station operating
revenues rose 3%.
Corporate office expense in the first quarter declined to
$4,592,000 from $8,138,000 last year, primarily reflecting a $4.4
million decline in its expense associated with stock price based
retirement plans. Consolidated operating income accordingly rose
109%, to $19,566,000 from $9,340,000.
UPN's first quarter loss widened substantially from last year's,
primarily reflecting the expansion of the network's prime time
schedule to five weekday evenings from three in last year's first
quarter. BHC's 50% share of such loss totalled $30,150,000, compared
to last year's $19,910,000. UPN is still in its development and is
expected for the next several years to continue to record substantial
start-up losses.
Interest and other income totalled $18,676,000, compared to
$19,711,000 recorded in last year's first quarter. This income
consists mostly of amounts earned on Chris-Craft's substantial cash
and marketable securities holdings. Such earnings declined from last
year's first quarter primarily due to lower interest rates.
Chris-Craft's effective income tax rate rose to 44.5% from 38.3%
in the first quarter of 1998, 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 March 31, 1999 and 79.5% owned by Chris-Craft at March 31, 1998,
and the interest of shareholders other than BHC in the net income of
UTV, 58.5% owned by BHC at March 31, 1999 and 58.7% owned by BHC at
March 31, 1998.
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 1. Legal Proceedings.
------------------
Chris-Craft reported that on April 6, 1999 a Superior Court jury
in Bergen County, New Jersey returned a verdict in favor of a former
employee at WWOR-TV in a lawsuit alleging discrimination by the
station. WWOR-TV, Inc. is a wholly-owned subsidiary of BHC. The jury
awarded a total of $7.3 million in compensatory and punitive damages.
Pending post-trial motions, the jury award has not yet been entered as
a final judgement by the trial judge. The station and its counsel
believe the award was not justified by either the evidence or the law,
and intend to appeal. As the judgement is not yet final, and the
amount, if any, ultimately to be paid cannot be reasonably estimated,
no provision for an amount in excess of insurance coverage has been
made in the accompanying financial statements for the period ended
March 31, 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>
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: May 14, 1999
<PAGE>
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 MARCH 31, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 201114
<SECURITIES> 1207249
<RECEIVABLES> 83333
<ALLOWANCES> 5074
<INVENTORY> 2314
<CURRENT-ASSETS> 1610263
<PP&E> 161881
<DEPRECIATION> 110601
<TOTAL-ASSETS> 2206569
<CURRENT-LIABILITIES> 249993
<BONDS> 0
0
5704
<COMMON> 17626
<OTHER-SE> 1379806
<TOTAL-LIABILITY-AND-EQUITY> 2206569
<SALES> 4965
<TOTAL-REVENUES> 111460
<CGS> 3231
<TOTAL-COSTS> 91894
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 8092
<INCOME-TAX> 3600
<INCOME-CONTINUING> 748
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 748
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
