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, 2000
--------------------------------
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, 2000 there were 27,151,893 shares of the issuer's
Common Stock outstanding and 7,845,639 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,
ASSETS 2000 1999
------ ----------- ------------
CURRENT ASSETS:
Cash and cash equivalents $ 263,750 $ 119,427
Marketable securities (substantially
all U.S. Government securities) 1,175,672 1,240,241
Accounts receivable, net 89,618 102,292
Film contract rights 106,831 111,819
Prepaid expenses and other current assets 73,253 71,316
----------- -----------
Total current assets 1,709,124 1,645,095
----------- -----------
INVESTMENTS 99,249 104,176
----------- -----------
FILM CONTRACT RIGHTS, less current portion 30,015 39,550
----------- -----------
PROPERTY AND EQUIPMENT, net 66,533 65,039
----------- -----------
INTANGIBLE ASSETS 464 287 474,846
----------- -----------
OTHER ASSETS 21,454 17,279
----------- -----------
$ 2,390,662 $ 2,345,985
=========== ===========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
----------------------------------------
CURRENT LIABILITIES:
Film contracts payable within one year $ 98,249 $ 102,737
Accounts payable and accrued expenses 156,080 153,509
Income taxes payable 34,522 34,907
----------- -----------
Total current liabilities 288,851 291,153
----------- -----------
FILM CONTRACTS PAYABLE AFTER ONE YEAR 79,766 84,372
----------- -----------
OTHER LONG-TERM LIABILITIES 14,346 25,210
----------- -----------
MINORITY INTEREST 518,830 503,447
----------- -----------
COMMITMENTS AND CONTINGENCIES (NOTE 7)
SHAREHOLDERS' INVESTMENT:
Prior preferred stock - $1.00 dividend;
outstanding 73,399 shares
at December 31, 1999 - 1,578
Convertible preferred stock - $1.40
dividend; currently authorized 233,060
shares; outstanding 233,060 and 234,374
shares 4,079 4,102
Class B common stock - par value $.50 per
share; currently authorized 50,000,000
shares; outstanding 7,857,424 and
7,997,292 shares 3,929 3,999
Common stock - par value $.50 per share;
currently authorized 100,000,000 shares;
outstanding 27,132,312 and 25,781,763
shares 14,357 13,682
Capital surplus 488,157 420,390
Retained earnings 971,725 991,398
Accumulated other comprehensive income 6,622 6,654
----------- -----------
1,488,869 1,441,803
----------- -----------
$ 2,390,662 $ 2,345,985
=========== ===========
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,
-------------------- --------------------
2000 1999 2000 1999
--------- --------- --------- ---------
OPERATING REVENUES $ 124,668 $ 119,804 $ 390,542 $ 355,089
--------- --------- --------- ---------
OPERATING EXPENSES:
Television expenses
(2000 nine months includes
second quarter $10 million
write down of programming) 56,423 53,253 175,645 158,295
Cost of goods sold 3,573 3,494 10,577 10,103
Selling, general and
administrative 41,748 38,706 120,275 115,087
--------- --------- --------- ---------
101,744 95,453 306,497 283,485
--------- --------- --------- ---------
Operating income 22,924 24,351 84,045 71,604
--------- --------- --------- ---------
OTHER INCOME (EXPENSE):
Interest and other
income, net 26,096 18,190 71,864 61,330
Equity loss and other
related to United
Paramount Network - (16,900) (35,696) (74,238)
--------- --------- --------- ---------
26,096 1,290 36,168 (12,908)
--------- --------- --------- ---------
Income before income taxes
and minority interest 49,020 25,641 120,213 58,696
INCOME TAX PROVISION 21,600 11,000 52,900 25,200
--------- --------- --------- ---------
Income before minority
interest 27,420 14,641 67,313 33,496
MINORITY INTEREST (8,154) (6,880) (24,723) (18,265)
--------- --------- --------- ---------
Net income $ 19,266 $ 7,761 $ 42,590 $ 15,231
========= ========= ========= =========
Earnings per share:
Basic $ .55 $ .22 $ 1.21 $ .43
========= ========= ========= =========
Diluted $ .43 $ .18 $ .96 $ .35
========= ========= ========= =========
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,
--------------------
2000 1999
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 42,590 $ 15,231
Adjustments to reconcile net income to net
cash provided from operating activities:
Film contract payments (79,300) (76,212)
Film contract amortization 74,365 69,435
Programming write down 10,000 -
Depreciation and other amortization 19,633 17,873
Equity loss and other related to
United Paramount Network 35,696 74,238
Minority interest 24,723 18,265
Other (12,959) (9,313)
Changes in assets and liabilities:
Accounts receivable 12,674 (1,531)
Other assets (9,744) (4,979)
Accounts payable and other liabilities 3,631 6,976
Income taxes (16,209) (2,118)
--------- ---------
Net cash provided from operating
activities 105,100 107,865
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Disposition of marketable securities, net 84,365 20,315
Investment in United Paramount Network (25,875) (75,950)
Station acquisitions (includes $57,521
of intangibles for 1999) - (61,358)
Other investments (9,053) (17,716)
Capital expenditures, net (10,562) (13,165)
Other 4,610 (1,170)
--------- ---------
Net cash provided from (used in)
investing activities 43,485 (149,044)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital transactions of subsidiaries (8,043) (4,997)
Purchase of treasury stock - (11,145)
Proceeds from option exercises 5,998 3,247
Redemption of prior preferred stock (1,835) -
Other (382) (384)
--------- ---------
Net cash used in financing activities (4,262) (13,279)
--------- ---------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 144,323 (54,458)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 119,427 204,297
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 263,750 $ 149,839
========= =========
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 (80.0% at
September 30, 2000) television broadcasting subsidiary, BHC
Communications, Inc., and BHC's majority owned (57.9% at September 30,
2000) 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, 2000, Chris-Craft's marketable securities
consisted of U.S. Government securities, which had a cost of
$1,028,958,000 and a fair value of $1,029,075,000, and equity
securities, which had a cost of $132,000,000 and a fair value of
$146,597,000. The difference between aggregate cost and fair value of
$14,714,000 ($6,622,000, 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 eleven months.
At December 31, 1999, Chris-Craft's marketable securities
consisted of U.S. Government securities, which had a cost of
$1,149,089,000 and a fair value of $1,146,604,000, and equity
securities, which had a cost of $75,342,000 and a fair value of
$93,637,000. The difference between aggregate cost and fair value of
$15,810,000 ($6,654,000, 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. On March 31,
2000, BHC sold its remaining 50% interest in UPN to Viacom for $5
million, after Viacom triggered the "buy-sell" provision of the
companies' partnership agreement. As a result of the sale, BHC has no
further ownership interest in the network or obligation to fund UPN's
operations.
UPN had been organized as a partnership, and BHC accounted for
its partnership interest under the equity method. The carrying value
of such interest totalled $9,821,000 at December 31, 1999, and is
included in Investments in the accompanying condensed consolidated
balance sheet. Equity loss and other related to United Paramount
Network in the accompanying income statements totalled $35,696,000 for
the nine months ended September 30, 2000 and includes equity loss in
UPN of $22,574,000, loss on sale of BHC's interest in UPN of
$11,347,000, and related expenses of $1,775,000.
UPN's condensed statements of operations, insofar as reflected in
BHC's financial statements, are as follows (in thousands):
Three Months Nine months
Ended September 30, Ended September 30,
------------------- --------------------
2000 1999 2000 1999
-------- -------- --------- ---------
Operating revenues $ - $ 31,615 $ 36,535 $ 94,987
Operating expenses - 65,749 81,964 244,475
-------- -------- --------- ---------
Operating loss - (34,134) (45,429) (149,488)
Other income, net - 335 281 1,012
-------- -------- --------- ---------
Net loss $ - $(33,799) $ (45,148) $(148,476)
======== ======== ========= =========
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 14,
2000. During the nine months ended September 30, 2000, 378,500 shares
of Class B common stock were converted into 378,500 shares of common
stock, 1,314 shares of $1.40 convertible preferred stock were
converted into 47,110 shares of common stock, and all 73,399
outstanding shares of the $1.00 prior preferred stock were redeemed.
In addition, 148,816 shares of common stock were issued upon exercise
of stock options. As of September 30, 2000, 586,602 shares of common
stock remained authorized for purchase.
As of September 30, 2000, shares of Chris-Craft's authorized but
unissued common stock were reserved for issuance as follows:
Shares
----------
Conversion of Class B common stock 7,857,424
Conversion of $1.40 convertible preferred stock 8,373,680*
Stock options (including options
outstanding for 3,644,076 shares) 4,983,816
----------
21,214,920
==========
*Including Class B common shares.
5. 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,
---------------- ----------------
2000 1999 2000 1999
------- ------- ------- -------
Net income $19,266 $ 7,761 $42,590 $15,231
Other comprehensive income (loss),
net of taxes and minority
interests 224 (2,042) (32) 574
------- ------- ------- -------
Comprehensive income $19,490 $ 5,719 $42,558 $15,805
======= ======= ======= =======
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 December
31, 1998, 6,895,590 shares were purchased for a total cost of $516.5
million. No additional shares have been purchased by BHC since
December 31, 1998 and at September 30, 2000, 185,497 Class A common
shares remained authorized for purchase. From January 1, 1998 through
December 31, 1999, UTV purchased 76,900 of its common shares at an
aggregate cost of $7.8 million, including $.8 million in the first
nine months of 1999. No additional shares have been purchased by UTV
in 2000.
Such purchases, together with proceeds from the exercise of UTV
stock options, BHC's special dividend ($2.00 per share in 2000 and
$1.00 per share in 1999), and UTV's $.50 per share dividend in both
periods, are reflected in capital transactions of subsidiaries in the
accompanying condensed consolidated statements of cash flows, net of
intercompany eliminations 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, 2000 aggregated approximately $337.0 million, including $113.8
million applicable to UTV.
As set forth in Note 9 of Notes to Consolidated Financial
Statements in Chris-Craft's 1999 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
(approximately $8.6 million including interest and legal fees through
September 30, 2000) 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 have filed an appeal which is expected
to be heard in late 2000. 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.
UTV remains obligated for possible future consideration relating
to the 1999 purchase of WRBW in Orlando, Florida, of up to $25
million.
There are contingent fees due upon the completion of the merger
described in Note 10.
8. EARNINGS PER SHARE:
Computations of earnings per share, all of which give retroactive
effect to the April 2000 3% stock dividend, are as follows (in
thousands of dollars except per share amounts):
<PAGE>
Three Months Nine months
Ended September 30, Ended September 30,
---------------------- ----------------------
2000 1999 2000 1999
BASIC: ---------- ---------- ---------- ----------
------
Weighted average common
and Class B common
shares outstanding 34,949,103 34,574,182 34,884,308 34,570,969
========== ========== ========== ==========
Net income $ 19,266 $ 7,761 $ 42,590 $ 15,231
Less: Preferred
stock dividends (100) (100) (300) (301)
---------- ---------- ---------- ----------
Income available to
common shareholders $ 19,166 $ 7,661 $ 42,290 $ 14,930
========== ========== ========== ==========
Basic earnings per
share $ .55 $ .22 $ 1.21 $ .43
========== ========== ========== ==========
DILUTED:
--------
Weighted average common
and Class B common
shares outstanding 34,949,103 34,574,182 34,884,308 34,570,969
Assumed conversion of
$1.40 preferred stock 8,388,447 8,427,932 8,406,627 8,448,556
Assumed exercise of
stock options 1,124,173 424,232 884,300 307,087
---------- ---------- ---------- ----------
Total shares used in
computation 44,461,723 43,426,346 44,175,235 43,326,612
========== ========== ========== ==========
Income available to
common shareholders $ 19,166 $ 7,661 $ 42,290 $ 14,930
Convertible preferred
stock dividend 82 82 245 246
Dilution of UTV net
income from UTV stock
options (22) (10) (52) (44)
---------- ---------- ---------- ----------
Income available
assuming dilution $ 19,226 $ 7,733 $ 42,483 $ 15,132
========== ========== ========== ==========
Diluted earnings
per share $ .43 $ .18 $ .96 $ .35
========== ========== ========== ==========
9. SEGMENT REPORTING:
Chris-Craft has two reportable segments, the Television Division
and the Industrial Division.
Operating revenues and operating income for the third quarter and
nine months ended September 30, 2000 and 1999 are as follows (in
thousands):
Operating Revenues Operating Income
------------------ ------------------
2000 1999 2000 1999
-------- -------- -------- --------
Third Quarter
Television Division $119,090 $114,293 $ 26,387 $ 28,753
Industrial Division 5,578 5,511 975 999
Corporate and other - - (4,438) (5,401)
-------- -------- -------- --------
$124,668 $119,804 $ 22,924 $ 24,351
======== ======== ======== ========
Nine Months
Television Division $373,355 $339,157 $ 95,499 $ 85,295
Industrial Division 17,187 15,932 3,343 2,833
Corporate and other - - (14,797) (16,524)
-------- -------- -------- --------
$390,542 $355,089 $ 84,045 $ 71,604
======== ======== ======== ========
10. PROPOSED MERGER:
As reported in Chris-Craft's Current Report on Form 8-K, dated
August 23, 2000, Chris-Craft, BHC, and UTV have each agreed to be
acquired by The News Corporation Limited ("News Corp.") for
consideration consisting of cash and News Corp. preferred American
depositary shares. Subject to limitations set forth in the respective
merger agreements, Chris-Craft, BHC and UTV stockholders may elect to
receive the consideration as all cash, all stock or a combination
thereof. Consummation of each transaction is subject to stockholder
approval, receipt of Federal Communications Commission and other
regulatory approvals, and satisfaction of other customary conditions.
Chris-Craft has agreed to vote its BHC stock in favor of the
acquisition of BHC by News Corp. and BHC has agreed to vote its UTV
stock in favor of the acquisition of UTV by News Corp. The parties
anticipate that the transactions will be completed in the first half
of 2001.
<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 $1.44 billion
at September 30, 2000, and Chris-Craft has no debt outstanding. Chris-
Craft's 80.0% owned television broadcasting subsidiary, BHC
Communications, Inc., invested significant funds in United Paramount
Network from UPN's inception in 1994 until March 31, 2000, when BHC
sold its remaining 50% interest in the network.
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 $4.9
million in the nine month period ended September 30, 2000 and by $6.8
million in the corresponding 1999 period), and is dependent upon the
mix of programs aired and payment terms of the stations' contracts.
Additionally, station operating income for the first nine months of
2000 included a non-cash $10 million programming write down.
Reflecting such amounts, broadcast cash flow in the first nine months
of 2000 increased 25%, 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 rose slightly, to $1.44 billion at September 30,
2000, from $1.36 billion at December 31, 1999. Such $80 million
increase reflects nine month operating cash flow of $105.1 million,
which was partially offset by final UPN net funding totalling $25.9
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 paid a $2.00 per share
special cash dividend in February 2000, aggregating $45.0 million (of
which Chris-Craft received $36.0 million), and a $1.00 per share
special cash dividend (through which Chris-Craft received $18 million)
in each of the previous three years.
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 for a total cost of $516.5
million. No additional shares have been purchased by BHC since
December 31, 1998 and at September 30, 2000, 185,497 Class A common
shares remained authorized for purchase. From January 1, 1998 through
December 31, 1999, UTV purchased 76,900 of its common shares for a
total cost of $7.8 million. No additional shares have been purchased
by UTV during the first nine months of 2000, and 721,249 shares remain
authorized for purchase.
In July 1994, BHC, along with Viacom Inc.'s Paramount Television
Group, formed UPN, a broadcast television network that 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. Since then, BHC and Viacom shared
equally in UPN losses and funding requirements through March 31, 2000.
On March 31, 2000, BHC sold its remaining 50% interest in UPN to
Viacom for $5 million, after Viacom triggered the "buy-sell" provision
of the companies' partnership agreement. The $11.3 million pretax
loss on the sale, together with BHC's final share of UPN's losses,
were reflected in Chris-Craft's 2000 first quarter operating results.
BHC has no remaining financial obligation to UPN.
Chris-Craft's television stations make commitments for
programming that will not be available for telecasting until future
dates. At September 30, 2000, commitments for such programming
totalled approximately $337.0 million, including $113.8 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, 2000 were not
material. Chris-Craft stations are continuing the process of
converting to digital television (DTV). The conversion requires 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 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.
As reported in Chris-Craft's Current Report on Form 8-K, dated
August 23, 2000, Chris-Craft, BHC, and UTV have each agreed to be
acquired by The News Corporation Limited ("News Corp.") for
consideration consisting of cash and News Corp. preferred American
depositary shares. Subject to limitations set forth in the respective
merger agreements, Chris-Craft, BHC and UTV stockholders may elect to
receive the consideration as all cash, all stock or a combination
thereof. Consummation of each transaction is subject to stockholder
approval, receipt of Federal Communications Commission and other
regulatory approvals, and satisfaction of other customary conditions.
Chris-Craft has agreed to vote its BHC stock in favor of the
acquisition of BHC by News Corp. and BHC has agreed to vote its UTV
stock in favor of the acquisition of UTV by News Corp. The parties
anticipate that the transactions will be completed in the first half
of 2001.
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, 2000 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 $ 1,028,958 $ 1,029,075
Equity securities $ 132,000 $ 146,597
Results of Operations
---------------------
Chris-Craft net income in the third quarter of 2000 totalled
$19,266,000, or $.55 per share ($.43 per share diluted), compared to
net income in last year's third quarter of $7,761,000, or $.22 per
share ($.18 per share diluted). The increase in net income primarily
reflects the elimination of losses attributable to the former 50%
interest in United Paramount Network held by BHC, as well as a
substantial increase in interest and other income. BHC sold its UPN
interest in the first quarter of 2000.
For the first nine months of 2000, Chris-Craft net income
totalled $42,590,000, or $1.21 per share ($.96 per share diluted),
compared to net income of $15,231,000, or $.43 per share ($.35 per
share diluted), in last year's comparable period. The increase in
year to date earnings reflects the positive impact of the UPN sale,
and higher operating and interest and other income, partially offset
by the $10 million programming write down recorded in the second
quarter.
Operating revenues and operating income for the third quarter and
nine months ended September 30, 2000 and 1999 are as follows (in
thousands):
Operating Revenues Operating Income
------------------ ------------------
2000 1999 2000 1999
-------- -------- -------- --------
Third Quarter
Television Division $119,090 $114,293 $ 26,387 $ 28,753
Industrial Division 5,578 5,511 975 999
Corporate and other - - (4,438) (5,401)
-------- -------- -------- --------
$124,668 $119,804 $ 22,924 $ 24,351
======== ======== ======== ========
Nine Months
Television Division $373,355 $339,157 $ 95,499 $ 85,295
Industrial Division 17,187 15,932 3,343 2,833
Corporate and other - - (14,797) (16,524)
-------- -------- -------- --------
$390,542 $355,089 $ 84,045 $ 71,604
======== ======== ======== ========
Operating revenues at the Television Division's station group
rose 4%, to a third quarter record $116,591,000 from the prior year's
$111,901,000. However, station earnings declined 4%, to $31,871,000,
from last year's $33,243,000, primarily due to an 11% increase in
programming expenses. Television Division operating income, which
additionally reflects non-broadcasting operations and corporate office
expenses of BHC and UTV, declined 8% to $26,387,000 from $28,753,000
and includes $1.9 million of BHC and UTV expenses associated with the
expected acquisition by News Corporation of Chris-Craft, BHC and UTV.
The second quarter $10 million write down adjusted to net
carrying value certain programming rights uniquely acquired in 1994 in
connection with the start-up of UPN. Unlike typical syndicated
programming commitments, the commitment to purchase this program was
made before the initial airing of the program on UPN, and the write
down followed our initial telecasts of the syndicated program in its
ultimate time period during the second quarter.
Station operating revenues for the first nine months of 2000 rose
10%, to a record $365,848,000 from $332,228,000 in 1999, and same
station revenues rose 8%. Station group earnings increased 11%, to
$107,106,000 from $96,314,000, and rose 22%, to a nine month record
$117,106,000, excluding the $10 million programming write down
recorded in the second quarter. Television Division operating income
in the period, excluding the write down, increased 24%, to a nine
month record $105,499,000, and including the write down, rose 12%, to
$95,499,000 from 1999's $85,295,000.
Industrial Division recorded third quarter operating income of
$975,000 compared to last year's $999,000, and included a 1% increase
in the Division's operating revenues. Industrial Division operating
income rose 18% to a nine month record $3,343,000 from $2,833,000, as
operating revenues for the period increased 8%.
Third quarter consolidated operating income declined 6%, to
$22,924,000 from $24,351,000. Operating income for the period
includes $7.4 million of expenses associated with the acquisition
transaction, in addition to $5.5 million from a favorable litigation
settlement. Consolidated operating income for the first nine months of
2000 increased 17%, to a record $84,045,000, and excluding the write
down, rose 31%, to $94,045,000 from $71,604,000 in 1999.
Interest and other income, which consists mostly of amounts
earned on Chris-Craft's consolidated cash and marketable securities
holdings, rose to $26,096,000 in the third quarter from $18,190,000
last year, primarily due to an insurance reimbursement of previously
incurred litigation expenses associated with a non-operating asset.
Interest and other income totalled $71,864,000 in the nine month
period, compared to $61,330,000 last year, mainly due to the third
quarter insurance reimbursement.
Minority interest reflects the interest of shareholders other
than Chris-Craft in the net income of BHC, 80% and 79.96% owned by
Chris-Craft at September 30, 2000 and September 30, 1999,
respectively, and the interest of shareholders other than BHC in the
net income of UTV, 57.9% and 58.4% owned by BHC at September 30, 2000
and September 30, 1999, respectively.
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.
------------------
On October 17, 2000, trial in U.S. v. Montrose commenced in U.S.
District Court in Los Angeles. During trial, a court-appointed master
presided over continuing settlement discussions. On October 27, the
master informed the court that agreement in principle on a partial
settlement had been reached. The court has ordered that the specific
terms of the settlement are to be maintained as confidential until a
detailed consent decree is lodged. The decree must be lodged by
December 15, 2000. Except for approving the decree, the court has
adjourned further proceedings, including ruling on the plaintiffs'
claim that Chris-Craft is liable for cleanup costs at certain onshore
areas, until June 19, 2001.
Between August 14 and 21, 2000, various purported stockholders of
BHC filed complaints in the Delaware Court of Chancery entitled Gissen
v. BHC, et al., Civil Action No. 18209; Piven v. BHC, et al., Civil
Action No. 18211; Voege v. Siegel, et al., Civil Action No. 18210;
Stubbe v. BHC, et al., Civil Action No. 18217; and Rand v. BHC, et
al., Civil Action No. 18229 (which we collectively refer to as the
"BHC lawsuits"). During the same period, various purported
stockholders of United Television filed complaints in the Delaware
Court of Chancery entitled Pyenson v. UTV, et al., Civil Action No.
18222; Malamud v. UTV, et al., Civil Action No. 18218; and Rand v.
UTV, et al., Civil Action No. 18235 (which we collectively refer to
as the "United Television lawsuits" and, together with the BHC
actions, as the "Delaware actions"). The Delaware actions assert
claims against Chris-Craft, United Television, BHC, and various of
their officers and directors, alleging, among other things, that
Chris-Craft and/or BHC and the individual defendants engaged in self-
dealing with respect to the BHC and/or United Television mergers. The
Delaware actions seek class action certification and injunctive relief
against Chris-Craft, BHC and United Television mergers, or, in the
alternative, to obtain rescission of the mergers or rescissory
damages, and other relief.
On September 25, 2000, the court entered an order of
consolidation, consolidating the BHC lawsuits as In re BHC
Communications, Inc. Shareholders Litigation, Civil Action No. 18209
and directing the plaintiffs to file a consolidated amended complaint.
On October 2, 2000, the court entered an order of consolidation,
consolidating the United Television lawsuits as In re United
Television, Inc. Shareholders Litigation, Civil Action No. 18218 and
directing that the complaint filed in Malamud v. UTV, Civil Action No.
18218, shall be deemed the operative complaint in the consolidated
action.
Chris-Craft, BHC and United Television believe that the Delaware
actions are without merit and intend to defend them vigorously.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
---------------------------------
(a) The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
27 Financial Data Schedule
(b) The registrant filed a report on Form 8-K on August 23,
2000, reporting on item numbers 5 and 7.
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
Senior Vice President
and Treasurer
(Principal Accounting
Officer)
Date: November 14, 2000
EXHIBIT INDEX
Incorporated by
Reference to: Exhibit No. Exhibit
------------- ----------- -------
27 Financial Data Schedule
