SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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 July 31, 2000 there were 26,922,249 shares of the issuer's
Common Stock outstanding and 8,006,525 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)
-------------------------------------
June 30, December 31,
ASSETS 2000 1999
------ ----------- ------------
CURRENT ASSETS:
Cash and cash equivalents $ 264,647 $ 119,427
Marketable securities (substantially
all U.S. Government securities) 1,117,982 1,240,241
Accounts receivable, net 104,595 102,292
Film contract rights 60,480 111,819
Prepaid expenses and other current assets 74,655 71,316
----------- -----------
Total current assets 1,622,359 1,645,095
----------- -----------
INVESTMENTS 98,357 104,176
----------- -----------
FILM CONTRACT RIGHTS, less current portion 24,658 39,550
----------- -----------
PROPERTY AND EQUIPMENT, net 67,584 65,039
----------- -----------
INTANGIBLE ASSETS 467,787 474,846
----------- -----------
OTHER ASSETS 22,163 17,279
----------- -----------
$ 2,302,908 $ 2,345,985
=========== ===========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
----------------------------------------
CURRENT LIABILITIES:
Film contracts payable within one year $ 76,015 $ 102,737
Accounts payable and accrued expenses 141,598 153,509
Income taxes payable 30,462 34,907
----------- -----------
Total current liabilities 248,075 291,153
----------- -----------
FILM CONTRACTS PAYABLE AFTER ONE YEAR 62,422 84,372
----------- -----------
OTHER LONG-TERM LIABILITIES 13,629 25,210
----------- -----------
MINORITY INTEREST 509,984 503,447
----------- -----------
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 233,668
shares; outstanding 233,668 and 234,374 shares 4,089 4,102
Class B common stock - par value $.50 per
share; currently authorized 50,000,000 shares;
outstanding 8,013,860 and 7,997,292 shares 4,007 3,999
Common stock - par value $.50 per share;
currently authorized 100,000,000 shares;
outstanding 26,904,118 and 25,781,763 shares 14,243 13,682
Capital surplus 486,024 420,390
Retained earnings 952,459 991,398
Accumulated other comprehensive income 6,398 6,654
----------- -----------
1,468,798 1,441,803
----------- -----------
$ 2,302,908 $ 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 Six Months
Ended June 30, Ended June 30,
-------------------- --------------------
2000 1999 2000 1999
--------- --------- --------- ---------
OPERATING REVENUES $ 138,040 $ 123,825 $ 265,874 $ 235,285
--------- --------- --------- ---------
OPERATING EXPENSES:
Television expenses (includes
second quarter 2000
$10 million write
down of programming) 62,929 53,501 119,222 105,042
Cost of goods sold 3,521 3,378 7,004 6,609
Selling, general and
administrative 39,294 39,259 78,527 76,381
--------- --------- --------- ---------
105,744 96,138 204,753 188,032
--------- --------- --------- ---------
Operating income 32,296 27,687 61,121 47,253
--------- --------- --------- ---------
OTHER INCOME (EXPENSE):
Interest and other
income, net 25,235 24,464 45,768 43,140
Equity loss and other
related to United
Paramount Network - (27,188) (35,696) (57,338)
--------- --------- --------- ---------
25,235 (2,724) 10,072 (14,198)
--------- --------- --------- ---------
Income before income taxes
and minority interest 57,531 24,963 71,193 33,055
INCOME TAX PROVISION 25,300 10,600 31,300 14,200
--------- --------- --------- ---------
Income before minority
interest 32,231 14,363 39,893 18,855
MINORITY INTEREST (11,842) (7,641) (16,569) (11,385)
--------- --------- --------- ---------
Net income $ 20,389 $ 6,722 $ 23,324 $ 7,470
========= ========= ========= =========
Earnings per share:
Basic $ .58 $ .19 $ .66 $ .21
========= ========= ========= =========
Diluted $ .46 $ .15 $ .53 $ .17
========= ========= ========= =========
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)
-----------------------------------------------
Six Months
Ended June 30,
--------------------
2000 1999
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 23,324 $ 7,470
Adjustments to reconcile net income to net
cash provided from operating activities:
Film contract payments (53,907) (50,302)
Film contract amortization 49,733 47,943
Programming write down 10,000 -
Depreciation and other amortization 12,981 11,633
Equity loss and other related to
United Paramount Network 35,696 57,338
Minority interest 16,569 11,385
Other (7,163) (7,714)
Changes in assets and liabilities:
Accounts receivable (2,303) (4,938)
Other assets (10,125) (7,939)
Accounts payable and other liabilities (439) 240
Income taxes (20,346) 914
--------- ---------
Net cash provided from operating
activities 54,020 66,030
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Disposition of marketable securities, net 137,359 10,869
Investment in United Paramount Network (25,875) (59,950)
Other investments (4,774) (12,460)
Capital expenditures, net (8,462) (6,440)
Other (1,680) (637)
--------- ---------
Net cash provided from (used in)
investing activities 96,568 (68,618)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital transactions of subsidiaries (8,997) (5,894)
Purchase of treasury stock - (10,531)
Proceeds from option exercises 3,830 1,075
Other (201) (202)
--------- ---------
Net cash used in financing activities (5,368) (15,552)
--------- ---------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 145,220 (18,140)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 119,427 204,297
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 264,647 $ 186,157
========= =========
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 June
30, 2000) television broadcasting subsidiary, BHC Communications,
Inc., and BHC's majority owned (57.9% at June 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 June 30, 2000, Chris-Craft's marketable securities consisted
of U.S. Government securities, which had a cost of $992,788,000 and a
fair value of $992,114,000, and equity securities, which had a cost of
$110,787,000 and a fair value of $125,868,000. The difference between
aggregate cost and fair value of $14,407,000 ($6,398,000, 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 fourteen 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 six months ended June 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 are as follows (in
thousands):
Three Months Six Months
Ended June 30, Ended June 30,
------------------- --------------------
2000 1999 2000 1999
-------- -------- --------- ---------
Operating revenues $ - $ 32,918 $ 36,535 $ 63,372
Operating expenses - 87,662 81,964 178,726
-------- -------- --------- ---------
Operating loss - (54,744) (45,429) (115,354)
Other income, net - 367 281 677
-------- -------- --------- ---------
Net loss $ - $(54,377) $ (45,148) $(114,677)
======== ======== ========= =========
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 six months ended June 30, 2000, 222,064 shares of
Class B common stock were converted into 222,064 shares of common
stock, and 706 shares of $1.40 convertible preferred stock were
converted into 25,268 shares of common stock. In addition, 98,900
shares of common stock were issued upon exercise of stock options. As
of June 30, 2000, 586,602 shares of common stock and 12,899 shares of
$1.00 prior preferred stock remained authorized for purchase.
As of June 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 8,013,860
Conversion of $1.40 convertible preferred stock 8,395,525*
Stock options (including options
outstanding for 3,693,992 shares) 5,033,732
----------
21,443,117
==========
*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 Six Months
Ended Ended
June 30, June 30,
---------------- ----------------
2000 1999 2000 1999
------- ------- ------- -------
Net income $20,389 $ 6,722 $23,324 $ 7,470
Other comprehensive income (loss),
net of taxes and minority
interests (1,782) 191 (256) 2,616
------- ------- ------- -------
Comprehensive income $18,607 $ 6,913 $23,068 $10,086
======= ======= ======= =======
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, including 226,503 shares
from UTV in June 1998, for a total cost of $516.5 million. No
additional shares have been purchased by BHC since December 31, 1998
and at June 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 six
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 June 30,
2000 aggregated approximately $352.3 million, including $120.0 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 $8.5 million including interest and legal fees through
June 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.
<PAGE>
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):
Three Months Six Months
Ended June 30, Ended June 30,
---------------------- ----------------------
2000 1999 2000 1999
BASIC: ---------- ---------- ---------- ----------
------
Weighted average common
and Class B common
shares outstanding 34,883,064 34,527,870 34,851,911 34,569,363
========== ========== ========== ==========
Net income $ 20,389 $ 6,722 $ 23,324 $ 7,470
Less: Preferred
stock dividends (100) (100) (200) (201)
---------- ---------- ---------- ----------
Income available to
common shareholders $ 20,289 $ 6,622 $ 23,124 $ 7,269
========== ========== ========== ==========
Basic earnings per
share $ .58 $ .19 $ .66 $ .21
========== ========== ========== ==========
DILUTED:
--------
Weighted average common
and Class B common
shares outstanding 34,883,064 34,527,870 34,851,911 34,569,363
Assumed conversion of
$1.40 preferred stock 8,411,442 8,445,465 8,415,681 8,458,830
Assumed exercise of
stock options 684,117 288,649 764,364 248,516
---------- ---------- ---------- ----------
Total shares used in
computation 43,978,623 43,261,984 44,031,956 43,276,709
========== ========== ========== ==========
Income available to
common shareholders $ 20,289 $ 6,622 $ 23,124 $ 7,269
Convertible preferred
stock dividend 81 81 163 164
Dilution of UTV net
income from UTV stock
options (16) (26) (30) (34)
---------- ---------- ---------- ----------
Income available
assuming dilution $ 20,354 $ 6,677 $ 23,257 $ 7,399
========== ========== ========== ==========
Diluted earnings
per share $ .46 $ .15 $ .53 $ .17
========== ========== ========== ==========
9. SEGMENT REPORTING:
Chris-Craft has two reportable segments, the Television Division
and the Industrial Division.
Operating revenues and operating income for the second quarter
and six months ended June 30, 2000 and 1999 are as follows (in
thousands):
Operating Revenues Operating Income
------------------ ------------------
2000 1999 2000 1999
-------- -------- -------- --------
Second Quarter
Television Division $132,299 $118,369 $ 36,169 $ 33,169
Industrial Division 5,741 5,456 1,063 1,049
Corporate and other - - (4,936) (6,531)
-------- -------- -------- --------
$138,040 $123,825 $ 32,296 $ 27,687
======== ======== ======== ========
Six Months
Television Division $254,265 $224,864 $ 69,112 $ 56,542
Industrial Division 11,609 10,421 2,368 1,834
Corporate and other - - (10,359) (11,123)
-------- -------- -------- --------
$265,874 $235,285 $ 61,121 $ 47,253
======== ======== ======== ========
<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 $1.38 billion
at June 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 $4.2
million in the six month period ended June 30, 2000 and by $2.4
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 six months of
2000 included a non-cash $10 million programming write down.
Reflecting such amounts, broadcast cash flow in the first six months
of 2000 increased 32%, while station earnings increased 19%, 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 $1.38 billion at June 30, 2000,
from $1.36 billion at December 31, 1999. Such $23 million increase
reflects six month operating cash flow of $54.0 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. BHC plans to consider annually
the payment of a special dividend.
Since April 1990, BHC's Board of Directors has authorized the
purchase of up to 7,081,087 Class A common shares. Through 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 June 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 six months of 2000, and 721,249 shares remain
authorized for purchase.
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 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 June 30, 2000, commitments for such programming totalled
approximately $352.3 million, including $120.0 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 June 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.
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 June 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 $ 992,788 $ 992,114
Equity securities $ 110,787 $ 125,868
Results of Operations
---------------------
Chris-Craft net income in the second quarter of 2000 totalled
$20,389,000, or $.58 per share ($.46 per share diluted), compared to
net income in last year's second quarter of $6,722,000, or $.19 per
share ($.15 per share diluted). The current year results include a
$10 million programming write down. The increase in net income
reflects higher operating income and the elimination of losses
attributable to the former 50% interest in United Paramount Network
held by BHC, which interest was sold in the first quarter of 2000.
For the first six months of 2000, Chris-Craft net income totalled
$23,324,000, or $.66 per share ($.53 per share diluted), compared to
net income of $7,470,000, or $.21 per share ($.17 per share diluted),
in last year's comparable period. The increase in year to date
earnings reflects higher operating income and the positive impact of
the UPN sale.
Operating revenues and operating income for the second quarter
and six months ended June 30, 2000 and 1999 are as follows (in
thousands):
Operating Revenues Operating Income
------------------ ------------------
2000 1999 2000 1999
-------- -------- -------- --------
Second Quarter
Television Division $132,299 $118,369 $ 36,169 $ 33,169
Industrial Division 5,741 5,456 1,063 1,049
Corporate and other - - (4,936) (6,531)
-------- -------- -------- --------
$138,040 $123,825 $ 32,296 $ 27,687
======== ======== ======== ========
Six Months
Television Division $254,265 $224,864 $ 69,112 $ 56,542
Industrial Division 11,609 10,421 2,368 1,834
Corporate and other - - (10,359) (11,123)
-------- -------- -------- --------
$265,874 $235,285 $ 61,121 $ 47,253
======== ======== ======== ========
Operating revenues at the Television Division's station group
rose 12%, to a second quarter record $129,603,000 from the prior
year's $115,904,000, and same station revenues rose 9%. Stations
operating in the group's largest markets, New York, Los Angeles and
San Francisco, again, as in the first quarter, led the strong revenue
growth. Station earnings excluding the write down also set a record
for the period, increasing 33%, to $48,420,000, from last year's
$36,372,000. Excluding the write down, Television Division operating
income, which additionally reflects non-broadcasting operations and
corporate office expenses of BHC and UTV, rose 39%, to $46,169,000, a
second quarter high, and with the write down increased 9%, to
$36,169,000 from $33,169,000.
The $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 six months of 2000 rose
13%, to a record $249,257,000 from $220,327,000 in 1999, and same
station revenues rose 11%. Station group earnings increased 19%, to
$75,235,000 from $63,071,000, and rose 35%, to a six month record
$85,235,000 excluding the write down. Television Division operating
income in the period excluding the write down increased 40% to a six
month record $79,112,000 and with the write down, rose 22%, to
$69,112,000 from 1999's $56,542,000.
Industrial Division recorded second quarter operating income of
$1,063,000 compared to last year's $1,049,000, reflecting a 5%
increase in the Division's operating revenues. Industrial Division
operating income rose 29% to a six month record $2,368,000 from
$1,834,000, as operating revenues for the period increased 11%.
Following a decrease in corporate office expense in both periods,
primarily due to a decline in expense associated with stock price
based retirement plans, consolidated operating income excluding the
write down rose 53% in the quarter, to a record $42,296,000, and
including the write down, increased 17%, to $32,296,000 from
$27,687,000. Consolidated operating income for the first six months
of 2000 increased 29%, to a record $61,121,000, and excluding the
write down, rose 51%, to $71,121,000 from $47,253,000 in 1999.
Interest and other income, which consists mostly of amounts
earned on Chris-Craft's consolidated cash and marketable securities
holdings, rose to $25,235,000 in the second quarter from $24,464,000
last year. Interest and other income totalled $45,768,000 in the six
month period, compared to $43,140,000 last year.
Minority interest reflects the interest of shareholders other
than Chris-Craft in the net income of BHC, 80% owned by Chris-Craft at
June 30, 2000 and 79.96% owned by Chris-Craft at June 30, 1999, and
the interest of shareholders other than BHC in the net income of UTV,
57.9% owned by BHC at June 30, 2000 and 58.5% owned by BHC at June 30,
1999.
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 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
The following matters were submitted to a vote of security
holders at the Registrant's annual meeting of stockholders which was
held on May 16, 2000.
The following were elected directors, each receiving the number
of votes set opposite his or her name:
Broker
For Withheld Non-votes
--- -------- ---------
Norman Perlmutter 127,289,487 367,013 -0-
John C. Siegel 127,278,531 377,909 -0-
The selection of PricewaterhouseCoopers LLP as Chris-Craft's
auditors for the current year was ratified by the following vote:
Broker
For Against Abstain Non-votes
--- ------- ------- ---------
127,457,202 121,292 78,006 -0-
A shareholder proposal requiring two nominees for each
directorship was defeated by the following votes:
Broker
For Against Abstain Non-votes
--- ------- ------- ---------
2,609,603 118,981,801 592,065 -0-
Adoption of the Management Incentive Compensation Plan was
ratified by the following vote:
Broker
For Against Abstain Non-votes
--- ------- ------- ---------
123,872,134 3,272,603 511,763 -0-
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
Senior Vice President
and Treasurer
(Principal Accounting
Officer)
Date: August xx, 2000
EXHIBIT INDEX
Incorporated by
Reference to: Exhibit No. Exhibit
------------- ----------- -------
27 Financial Data Schedule
