SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission file number 0-9786
UNITED TELEVISION, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0778377
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
132 S. Rodeo Drive, Fourth Floor
Beverly Hills, California 90212
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 281-4844
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
(Title of class)
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant, as of February 28, 1995, was approximately $236,600,000.
As of February 28, 1995 there were 9,821,221 shares of the registrant's
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The documents incorporated by reference into this Form 10-K and the
Parts hereof into which such documents are incorporated are listed
below:
Document Part
Those portions of the registrant's annual II
report to stockholders for the fiscal year
ended December 31, 1994 (the "Annual
Report") that are specifically identified
herein as incorporated by reference into
this Form 10-K.
Those portions of the registrant's proxy III
statement for the registrant's 1995 Annual
Meeting (the "Proxy Statement") that are
specifically identified herein as incorporated
by reference into this Form 10-K.
<PAGE>
PART I
ITEM 1. BUSINESS.
General
United Television, Inc. ("UTV"), the registrant, was organized in 1956
under the laws of the State of Delaware. UTV is the majority owned
(56.1% at February 28, 1995) subsidiary of BHC Communications, Inc.
("BHC"), which is a majority owned (73.1% at February 28, 1995)
subsidiary of Chris-Craft Industries, Inc. ("Chris-Craft"). UTV
operates five of BHC's eight television stations that comprise Chris-
Craft's Television Division.
At February 28, 1995, UTV had 427 full-time employees and 71 part-time
employees.
Television Broadcasting
UTV operates three very high frequency ("VHF") television stations and
two ultra high frequency ("UHF") television stations. Commercial
television broadcasting in the United States is conducted on 68 channels
numbered 2 through 69. Channels 2 through 13 are in the VHF band, and
channels 14 through 69 are in the UHF band. In general, UHF stations
are at a disadvantage relative to VHF stations, because UHF frequencies
are more difficult for households to receive. This disadvantage is
eliminated when a viewer receives the UHF station through a cable
system.
Commercial broadcast television stations may be either affiliated with
one of the three national networks (ABC, NBC and CBS) or may be
independent. In addition, Fox Broadcasting Company ("Fox") has
established itself as a national network by entering into affiliation
agreements with independent stations in many television markets. The
United Paramount Network ("UPN"), a fifth broadcast television network
jointly formed by BHC and the Paramount Television Group, a unit of
Viacom Inc. ("Paramount"), began broadcasting a total of four hours of
original prime time programming over two nights per week, in January
1995. UTV's and BHC's, independent stations are UPN affiliates.
The following table sets forth certain information with respect to
UTV's stations and their respective markets:
<TABLE>
<CAPTION>
Total
Commercial
DMA TV Stations Commercial
Station and House- DMA Operating in Cable
Location (a) Channel Holds (b) Rank (b) Market (c) Penetration (d)
------------ ------- --------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
KMSP 9 1,410,630 14th 4VHF 48%
Minneapolis/ 3UHF
St. Paul
KTVX 4 638,450 37th 4VHF 52%
Salt Lake City 2UHF
KMOL 4 627,920 39th 3VHF 64%
San Antonio 3UHF
KBHK 44 2,250,600 5th 4VHF 68%
San Francisco 10UHF
KUTP 45 1,132,600 19th 4VHF 54%
Phoenix 4UHF
_______________
(a) All stations are UPN affiliates (independent), except for KTVX,
an ABC affiliate, and KMOL, an NBC affiliate.
(b) Designated Market Area ("DMA") is an exclusive geographic area
consisting of all counties in which the home-market commercial
stations received a preponderance of total viewing hours. The
ranking shown is the nationwide rank, in terms of television
households in DMA, of the market served by the station. Source:
Nielsen Media Research television households universe estimates.
(c) Additional channels have been allocated by the Federal
Communications Commission ("FCC") for activation as commercial
television stations in certain of these markets. Also,
additional stations may be located within the respective DMAs of
UTV stations but outside the greater metropolitan television
markets in which UTV stations operate.
(d) Cable penetration refers to the percentage of DMA television
viewing households receiving cable television service, as
estimated by Nielsen Media Research.
Television stations derive their revenues primarily from selling
advertising time. The television advertising sales market consists
primarily of national network advertising, national spot advertising and
local spot advertising. An advertiser wishing to reach a nationwide
audience usually purchases advertising time directly from the national
networks, from "superstations" (i.e., broadcast stations carried by
cable operators in areas outside their broadcast coverage area) or from
"unwired" networks (groups of otherwise unrelated stations whose
advertising time is combined for national sale). A national advertiser
wishing to reach a particular regional or local audience usually buys
advertising time from local stations through national advertising sales
representative firms having contractual arrangements with local stations
to solicit such advertising. Local businesses generally purchase
advertising from the stations' local sales staffs.
Television stations compete for television advertising revenue
primarily with other television stations serving the same DMA. There
are 211 DMAs in the United States. DMAs are ranked annually by the
estimated number of households owning a television set within the DMA.
Advertising rates that a television station can command vary in part
with the size, in terms of television households, of the DMA served by
the station.
Within a DMA, the relative advertising rates charged by competing
stations depend primarily on three factors: the stations' program
ratings (number of television households or persons within those
households tuned to a program as a percentage of total television
households or persons within those households in the viewing area); the
time of day the advertising will run; and the demographic qualities of a
program's viewers (primarily age and sex). Ratings data for television
markets are measured by A.C. Nielsen Co. ("Nielsen"). This rating
service uses two terms to quantify a station's audience: rating points
and share points. A rating point represents one percent of all
television households in the entire DMA, and a share point represents
one percent of all television households within the DMA actually using
at least one television set at the time of measurement.
Because the major networks regularly provide first-run
programming during prime time viewing hours (in general, 8:00 P.M. to
11:00 P.M. Eastern time), their affiliates generally (but do not always)
achieve higher audience shares during those hours than independent
stations. However, independent stations generally have substantially
more advertising time ("inventory") for sale than network affiliates,
because the networks use almost all of their affiliates' inventory
during network shows. Independent stations' smaller audiences and
greater inventory during prime time hours generally result in lower
advertising rates charged and more advertising time sold during those
hours, whereas affiliates' larger audiences and limited inventory
generally allow affiliates to charge higher advertising rates for prime
time programming. By selling more advertising time, an independent
station typically achieves a share of advertising revenues in its market
greater than its audience ratings. On the other hand, because a
nonaffiliated station broadcasts more syndicated programming than a
network-affiliated station, total programming costs for an independent
station are generally higher than those of a network affiliate in the
same market.
These differences between operating as an independent and as a
major-network affiliate have been reduced by the growth of the Fox
network, which currently provides 15 weekly hours of programming during
prime time and additional programming in other periods to many
independents, and would be reduced further if UPN or another such
network venture should successfully provide an expanded schedule of
programming to other independents. Another feature of competition
between major-network affiliates and independents is created by the
FCC's "prime time access rule," which effectively prevents affiliates of
the major networks in the country's fifty largest markets from
broadcasting more than three hours of network or "off network"
entertainment and/or sports between 7 and 11 p.m., Eastern time. ("Off
network" shows are reruns of network programs that are distributed to
stations on a syndicated basis.) One effect of this rule is to
facilitate the purchase of the rights to popular "off network" shows by
independent stations (including those affiliated with Fox or UPN).
Recently, however, the FCC has begun a proceeding to consider whether to
retain, eliminate or modify this rule. UTV is unable to predict the
outcome of these proceedings.
Programming
UTV's independent stations depend heavily on independent third
parties for programming, as do UTV's network affiliates for their non-
network broadcasts. Recognizing the need to have a more direct
influence on the quality of programming available to its stations, and
desiring to participate in potential profits through national
syndication of programming, UTV has begun to invest directly in the
development of original programming. The aggregate amount invested
through December 31, 1994 was not significant to UTV's financial
position. UTV's television stations also produce programming directed
to meet the needs and interests of the area served, such as local news
and events, public affairs programming, children's programming and
sports.
In January 1995, UPN began broadcasting four hours of original
prime time programming per week, consisting of Star Trek: Voyager, a
one-hour science fiction adventure, and two half-hour comedies on Monday
nights and two one-hour dramas on Tuesday nights. The network also
broadcasts two hours of previously exhibited movies on Saturday
afternoons and has announced plans to broadcast one hour of original
children's programming on Sunday mornings, commencing in September 1995.
UPN has said that it intends, over the next several years, to expand its
prime time programming to five nights per week, as well as to begin its
broadcasting in other day parts.
UPN's primary affiliate station agreements have three year terms
and provide commercial time to the stations as consideration for
broadcasting the network's programming.
Programs obtained from independent sources consist principally of
syndicated television shows, many of which have been shown previously on
a network, and syndicated feature films, which were either made for
network television or have been exhibited previously in motion picture
theatres (most of which films have been shown previously on network and
cable television). Syndicated programs are sold to individual stations
to be broadcast one or more times. Independent television stations
generally have large numbers of syndication contracts; each contract is
a license for a particular series or program that usually prohibits
licensing the same programming to other television stations in the same
market. A single syndication source may provide a number of different
series or programs.
Licenses for syndicated programs are often offered for cash sale
(i.e., without any barter element) to stations; however, some are
offered on a barter or cash plus barter basis. In the case of a cash
sale, the station purchases the right to broadcast the program, or a
series of programs, and sells advertising time during the broadcast.
The cash price of such programming varies, depending on the perceived
desirability of the program and whether it comes with commercials that
must be broadcast (i.e., on a cash plus barter basis). Bartered
programming is offered to stations without charge, but comes with a
greater number of commercials that must be broadcast, and therefore with
less time available for sale by the station. Recently, the amount of
bartered and cash plus barter programming broadcast both industry-wide
and by UTV's stations has increased substantially.
UTV television stations are frequently required to make
substantial financial commitments to obtain syndicated programming while
such programming is still being broadcast by a network and before it is
available for broadcast by UTV stations or even before it has been
produced. Generally, syndication contracts require the station to
acquire an entire program series, before the number of episodes of
original showings that will be produced has been determined. While
analyses of network audiences are used in estimating the value and
potential profitability of such programming, there is no assurance that
a successful network program will continue to be successful or
profitable when broadcast after network airing.
For many years, the FCC has restricted the ability of television
networks to acquire financial interests in the production of television
shows by independent sources, or to participate in the syndication of
television programs, either on a first-run or an off-network basis.
These rules were based in part on concern that networks engaged in
syndication would have economic incentives to discriminate against
independent stations (such as those owned by UTV) in making programs
available in the syndication market, either by warehousing them or
favoring the network's owned or affiliated stations. Late in 1992, the
United States Court of Appeals for the Seventh Circuit remanded the
rules to the FCC with instructions to revisit the need for them. In
1993, the FCC adopted new rules which allow networks to acquire
financial interests and passive syndication rights in off-network
programs, but bar them from actively syndicating such programs in the
United States or delaying the entry into syndication of any long-running
prime time networked-owned series beyond the fourth year after its
network debut. The new rules also bar networks from acquiring domestic
financial interests or syndication rights in first-run programs, unless
the network is the sole producer of the program, and prohibit networks
from active domestic syndication of all first- run programs. However,
these rules are scheduled to expire in November 1995, unless the FCC
issues an order to the contrary. The new rules and the projected
"sunset" were upheld by the United States Court of Appeals for the
Seventh Circuit on July 12, 1994. The FCC will conduct a review of
whether the rules should be retained (with the burden of proof assigned
to the proponents of retention) beginning in May 1995. UTV cannot
predict the outcome of the proceedings in court or before the FCC.
Pursuant to generally accepted accounting principles, commitments
for programming not available for broadcast are not recorded as
liabilities until the programming becomes available for broadcast, at
which time the related contract right is also recorded as an asset. UTV
television stations had unamortized film contract rights for programming
available for telecasting and deposits on film contracts for programming
not available for telecasting aggregating $30,061,000 as of December 31,
1994. The stations were committed for film and sports rights contracts
aggregating $45,416,000 for programming not available for broadcasting
as of that date. License periods for particular programs or films
generally run from one to five years. Long-term contracts for the
broadcast of syndicated television series generally provide for an
initial telecast and subsequent reruns for a period of years, with full
payment to be made by the station over a period of time shorter than the
rerun period. See Notes 1(E) and 8 of Notes to Consolidated Financial
Statements.
KTVX and KMOL are primary affiliates of their respective
networks. Network programs are produced either by the networks
themselves or by independent production companies and are transmitted by
the networks to their affiliated stations for broadcast.
In general, major network primary affiliation agreements are
automatically renewed for two-year periods, unless advance written
notice of termination is given by either the affiliate or the network.
The agreement gives the affiliate the right to broadcast all programs
transmitted by the network. The affiliate must run in its entirety,
together with all network commercials, any network programming the
affiliate elects to broadcast, and is allowed to broadcast a limited
number of commercials it has sold. For each hour of programming
broadcast by the affiliate, the network generally pays the affiliate a
fee, specified in the agreement (although subject to change by the
network), which varies in amount depending on the time of day during
which the program is broadcast and other factors. Prime time
programming generally earns the highest fee. A network may, and
sometimes does, designate certain programs to be provided with no
compensation to the station.
An affiliate may accept or reject a program offered by a network
and instead broadcast programming from another source. Rejection of a
program gives the network the right to offer that program to another
station in the area.
In May 1994, the Fox network persuaded the owner of some (and
prospective owners of other) VHF stations that were located in large
markets and were then affiliated with major networks to switch (or agree
to switch) those affiliations to Fox. The sharply increased competition
among networks for station affiliates (as the displaced networks have
sought alternate outlets) has resulted in the negotiation of some major-
network affiliation agreements with terms as long as ten years and with
guaranteed compensation to the affiliate at increased levels. However,
no new uniform pattern exists.
Sources of Revenue
The principal source of revenues for UTV stations is the sale of
advertising time to national and local advertisers. Such time sales are
represented by spot announcements purchased to run between programs and
program segments and by program sponsorship. The relative contributions
of national and local advertising to UTV's gross revenues vary from time
to time. During the year ended December 31, 1994, national advertising
contributed 46%, and local advertising contributed 46%, of total gross
revenues. Most advertising contracts are short-term. Like that of the
television broadcasting business, generally, UTV's business is seasonal.
In terms of revenues, generally the fourth quarter is strongest,
followed by the second, third and first.
Advertising is generally placed with UTV stations through
advertising agencies, which are allowed a commission generally equal to
15% of the price of advertising placed. National advertising time is
usually sold through an independent national sales representative, which
also receives a commission, while local advertising time is sold by each
station's sales staff. Practices with respect to sale of advertising
time do not differ markedly between UTV's network and non-network
stations, although the network-affiliated stations have less inventory
to sell.
Government Regulation
Television broadcasting operations are subject to the
jurisdiction of the FCC under the Communications Act of 1934, as amended
(the "Communications Act"). The Communications Act empowers the FCC,
among other things, to issue, revoke or modify broadcast licenses, to
assign frequencies, to determine the locations of stations, to regulate
the broadcasting equipment used by stations, to establish areas to be
served, to adopt such regulations as may be necessary to carry out the
provisions of the Communications Act and to impose certain penalties for
violation of its regulations. UTV television stations are subject to a
wide range of technical, reporting and operational requirements imposed
by the Communications Act or by FCC rules and policies.
The Communications Act provides that a license may be granted to
any applicant if the public interest, convenience and necessity will be
served thereby, subject to certain limitations, including the
requirement that the FCC allocate licenses, frequencies, hours of
operation and power in a manner that will provide a fair, efficient and
equitable distribution of service throughout the United States.
Television licenses generally are issued for five-year terms. Upon
application, and in the absence of a conflicting application that would
require the FCC to hold a hearing, or adverse questions as to the
licensee's qualifications, television licenses have usually been renewed
for additional terms without a hearing by the FCC. An existing license
automatically continues in effect once a timely renewal application has
been filed until a final FCC decision is issued.
KMSP's license renewal was granted on April 15, 1993, and is due
to expire on April 1, 1998. KTVX's license renewal was granted on
September 29, 1993, and is due to expire on October 1, 1998. KUTP's
license renewal was granted on March 28, 1994, and is due to expire on
October 1, 1998. KMOL and KBHK have each filed timely renewal
applications, which are pending. In both cases, no competing
applications have been filed, and the deadlines for filing such
applications have expired. The license renewal of KMOL has been opposed
by petitions challenging KMOL's compliance with FCC requirements
concerning equal employment opportunity. The station has vigorously
opposed the petitions, and UTV believes that the petitions are without
merit. No petition to deny the KBHK renewal application has been filed,
and the deadline for filing such petitions has expired. Pursuant to FCC
requirements, each station's application has reported instances in which
the station has exceeded the commercial limits applicable to children's
programs. In the case of KBHK, these instances have been substantial;
the FCC has recently granted renewals in such cases, subject to
forfeitures of as much as $80,000.
Under existing FCC regulations governing multiple ownership of
broadcast stations, a license to operate a television or radio station
generally will not be granted to any party (or parties under common
control) if such party directly or indirectly owns, operates, controls
or has an attributable interest in another television or radio station
serving the same market or area. The FCC, however, is favorably
disposed to grant waivers of this rule for certain radio station-
television station combinations in the top 25 television markets, in
which there will be at least 30 separately owned, operated and
controlled broadcast licenses, and in certain other circumstances.
FCC regulations further provide that a broadcast license will not
be granted if that grant would result in a concentration of control of
radio and television broadcasting in a manner inconsistent with the
public interest, convenience or necessity. FCC rules generally deem
such concentration of control to exist if any party, or any of its
officers, directors or stockholders, directly or indirectly, owns,
operates, controls or has an attributable interest in more than 12
television stations, or in television stations capable of reaching, in
the aggregate, a maximum of 25% of the national audience. This
percentage is determined by the DMA market rankings of the percentage of
the nation's television households considered within each market.
Because of certain limitations of the UHF signal, however, the FCC will
attribute only 50% of a market's DMA reach to owners of UHF stations for
the purpose of calculating the audience reach limits. Applying the 50%
reach attribution rule to UHF stations KBHK and KUTP, the eight BHC
stations are deemed to reach approximately 18% of the nation's
television households. To facilitate minority group participation in
radio and television broadcasting, the FCC will allow entities with
attributable ownership interests in stations controlled by minority
group members to exceed the ownership limits.
The FCC's multiple ownership rules require the attribution of the
licenses held by a broadcasting company to its officers, directors and
certain of its stockholders, so there would ordinarily be a violation of
FCC regulations where an officer, director or such a stockholder and a
television broadcasting company together hold interests in more than the
permitted number of stations or more than one station that serves the
same area. In the case of a corporation controlling or operating
television stations, such as UTV, there is attribution only to
stockholders who own 5% or more of the voting stock, except for
institutional investors, including mutual funds, insurance companies and
banks acting in a fiduciary capacity, which may own up to 10% of the
voting stock without being subject to such attribution, provided that
such entities exercise no control over the management or policies of the
broadcasting company.
The FCC has recently begun a proceeding to consider
liberalization of the various TV ownership restrictions described above,
as well as changes (not all of which would be liberalizing in effect) in
the rules for attributing the licenses held by an enterprise to various
parties. UTV is unable to predict the outcome of these proceedings.
The Communications Act and FCC regulations prohibit the holder of
an attributable interest in a television station from having an
attributable interest in a cable television system located within the
predicted coverage area of that station. FCC regulations also prohibit
the holder of an attributable interest in a television station from
having an attributable interest in a daily newspaper located within the
predicted coverage area of that station.
The Communications Act limits the amount of capital stock that
aliens may own in a television station licensee or any corporation
directly or indirectly controlling such licensee. No more than 20% of a
licensee's capital stock and, if the FCC so determines, no more than 25%
of the capital stock of a company controlling a licensee, may be owned
or voted by aliens or their representatives. Should alien ownership
exceed this limit, the FCC may revoke or refuse to grant or renew a
television station license or approve the assignment or transfer of such
license. UTV believes the ownership of its stock by aliens to be below
the applicable limit.
The Communications Act prohibits the assignment of a broadcast
license or the transfer of control of a licensee without the prior
approval of the FCC. Legislation was introduced in the past that would
impose a transfer fee on sales of broadcast properties. Although that
legislation was not adopted, similar proposals, or a general spectrum
licensing fee, may be advanced and adopted in the future. Recent
legislation has imposed annual regulatory fees applicable to UTV's
stations, currently ranging as high as $18,000 per station.
The foregoing does not purport to be a complete summary of all
the provisions of the Communications Act or regulations and policies of
the FCC thereunder. Reference is made to the Communications Act, such
regulations and the public notices promulgated by the FCC for further
information.
Other Federal agencies, including principally the Federal Trade
Commission, also impose a variety of requirements that affect the
business and operations of broadcast stations. Proposals for additional
or revised requirements are considered by the FCC, other Federal
agencies or Congress from time to time. UTV cannot predict what new or
revised Federal requirements may result from such consideration or what
impact, if any, such requirements might have upon the operation of UTV
television stations.
Competition
UTV television stations compete for advertising revenue in their
respective markets, primarily with other broadcast television stations
and cable television channels, and compete with other advertising media,
as well. Such competition is intense.
In addition to programming, management ability and experience,
technical factors and television network affiliations are important in
determining competitive position. Competitive success of a television
station depends primarily on public response to the programs broadcast
by the station in relation to competing entertainment, and the results
of this competition affect the advertising revenues earned by the
station from the sale of advertising time.
Audience ratings provided by Nielsen have a direct bearing on the
competitive position of television stations. In general, network
programs achieve higher ratings than independent station programs.
There are at least five other commercial television stations in
each market served by a UTV station. UTV believes that, in
Minneapolis/St. Paul, KMSP generally attracts a smaller viewing audience
than the three VHF network-affiliated stations, but a larger viewing
audience than the other independent stations, all of which are UHF
stations. In Salt Lake City, KTVX generally ranks first of the six
television stations in terms of audience share. In San Antonio, KMOL
generally ranks third of the six stations in terms of audience share.
KBHK generally ranks fifth in terms of audience share, behind the one
independent and three network-affiliated VHF television stations, of the
14 commercial television stations in San Francisco. KUTP generally
ranks sixth in terms of audience share, of the eight commercial stations
in the Phoenix market.
UTV stations may face increased competition in the future from
additional television stations that may enter their respective markets.
See note (c) to the table under Television Broadcasting.
Cable television has become a major competitor of television
broadcasting stations. Because cable television systems operate in each
market served by a UTV station, the stations are affected by rules
governing cable operations. If a station is not widely accessible by
cable in those markets having strong cable penetration, it may lose
effective access to a significant portion of the local audience. Even
if a television station is carried on a local cable system, an
unfavorable channel position on the cable system may adversely affect
the station's audience ratings and, in some circumstances, a television
set's ability to receive the station being carried on an unfavorable
channel position. Some cable system operators may be inclined to place
broadcast stations in unfavorable channel locations.
FCC regulations requiring cable television stations to carry or
reserve channels for retransmission of local broadcast signals have
twice been invalidated in Federal court. In October 1992, Congress
enacted legislation designed to provide television broadcast stations
the right to be carried on cable television stations (and to be carried
on specific cable channel positions), or (at the broadcaster's election)
to prohibit cable carriage of the television broadcast station without
its consent. This legislation is currently being challenged in the
Federal courts, and UTV cannot predict the outcome. While Federal law
now generally prohibits local telephone companies from providing video
programming to subscribers in their service areas, this restriction has
been held constitutionally invalid by six federal district courts, and
two such rulings have been affirmed by the United States Courts of
Appeals for the Fourth and Ninth Circuits. Legislation eliminating or
relaxing this ban has also been proposed. One version of such
legislation was adopted by the House of Representatives in 1994. UTV is
unable to predict the outcome of these developments.
"Syndicated exclusivity" rules allow television stations to
prevent local cable operators from importing distant television
programming that duplicates syndicated programming in which local
stations have acquired exclusive rights. In conjunction with these
rules, network nonduplication rules protect the exclusivity of network
broadcast programming within the local video marketplace. The FCC is
also reviewing its "territorial exclusivity" rule, which limits the area
in which a broadcaster can obtain exclusive rights to video programming.
UTV believes that the competitive position of UTV stations would likely
be enhanced by an expansion of broadcasters' permitted zones of
exclusivity.
Alternative technologies could increase competition in the areas
served by UTV stations and, consequently, could adversely affect their
profitability. Two direct broadcast satellite ("DBS") systems began
service in 1994. An additional challenge is now posed by multichannel
multipoint distribution services ("MMDS"). Two four-channel MMDS
licenses have been granted in most television markets. MMDS operation
can provide commercial programming on a paid basis. A similar service
can also be offered using the instructional television fixed service
("ITFS"). The FCC now allows the educational entities that hold ITFS
licenses to lease their "excess" capacity for commercial purposes. The
multichannel capacity of ITFS could be combined with either an existing
single channel MDS or a new MMDS to increase the number of available
channels offered by an individual operator. The emergence of home
satellite dish antennas has also made it possible for individuals to
receive a host of video programming options via satellite transmission.
Technological developments in television transmission have
created the possibility that one or more of the broadcast and
nonbroadcast television media will provide enhanced or "high definition"
pictures and sound to the public of a quality that is technically
superior to that of the pictures and sound currently available. It is
not yet clear when and to what extent technology of this kind will be
available to the various television media; whether and how television
broadcast stations will be able to avail themselves of these
improvements; whether all television broadcast stations will be afforded
sufficient spectrum to do so; what channels will be assigned to each of
them to permit them to do so; whether viewing audiences will make
choices among services upon the basis of such differences; or, if they
would, whether significant additional expense would be required for
television stations to provide such services. Many segments of the
television industry are intensively studying enhanced and "high
definition" television technology, and both Congress and the FCC have
initiated proceedings and studies on its potential and its application
to television service in the United States.
The broadcasting industry is continuously faced with
technological changes, competing entertainment and communications media
and governmental restrictions or actions of Federal regulatory bodies,
including the FCC. These technological changes may include the
introduction of digital compression by cable systems that would
significantly increase the number and availability of cable program
services with which UTV stations compete for audience and revenue, the
establishment of interactive video services, and the offering of
multimedia services that include data networks and other computer
technologies. Such factors have affected, and will continue to affect,
the revenue growth and profitability of UTV.
ITEM 2. PROPERTIES.
Physical facilities consisting of offices and studio facilities
are owned by UTV in Minneapolis, San Antonio and Phoenix and are leased
in Salt Lake City and San Francisco. The Salt Lake City lease agreement
expires in 1999 and is renewable, at an increased rental, for two five-
year periods. The San Francisco lease expires in 2007.
The Minneapolis facility includes approximately 49,700 square
feet of space on a 5.63-acre site. The Salt Lake City facility is
approximately 30,400 square feet on a 2.53-acre site. The San Antonio
facility is approximately 41,000 square feet on a .92-acre site. The
San Francisco facility is approximately 27,700 square feet in downtown
San Francisco. The Phoenix facility is approximately 26,400 square feet
on a 3.03-acre site. Smaller buildings containing transmission
equipment are owned by UTV at sites separate from the studio facilities.
UTV owns a 55-acre tract in Shoreview, Minnesota, of which 40
acres are used by KMSP for transmitter facilities and tower.
KTVX's transmitter facilities and tower are located at a site on
Mt. Nelson, close to Salt Lake City, under a lease that expires in 2004.
KTVX also maintains back-up transmitter facilities and tower at a site
on nearby Mt. Vision under a lease that expires in 2002 and is
renewable, at no increase in rental, for a 50-year period.
KMOL's transmitter facilities are located at a site near San
Antonio on land and on a tower owned by Texas Tall Tower Corporation, a
corporation owned in equal shares by UTV and another television station
that also transmits from the same tower.
KBHK's transmitter is located on Mt. Sutro, as part of the Sutro
Tower complex, which also houses equipment for other San Francisco
television stations and many of its FM radio stations. The lease for
the Mt. Sutro facilities expires in February 2005 and is renewable for
two five year periods.
KUTP's transmitter facilities and tower are located on a site
within South Mountain Park, a communications park owned by the City of
Phoenix, which also contains transmitter facilities and towers for the
other television stations in Phoenix as well as facilities for several
FM radio stations. The license for this space expires in 2012.
UTV believes its properties are adequate for their present uses.
ITEM 3. LEGAL PROCEEDINGS.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of UTV, as of February 28, 1995, are as
follows:
</TABLE>
<TABLE>
<CAPTION>
Positions with UTV; principal Has served
occupation; and age as of as officer
Name February 28, 1995 since
---- ----------------------------- ----------
<S> <C> <C>
Herbert J. Siegel Chairman of the Board; Chairman 1982
of the Board and President,
Chris-Craft and BHC; 66
Evan C Thompson President and Chief Executive 1983
Officer; Executive Vice President
and President, Television Division,
Chris-Craft; 52
Laurey J. Barnett Vice President and Director of 1987
Programming; 35
Garth S. Lindsey Executive Vice President, Chief 1977
Financial Officer and Secretary; 50
Thomas L. Muir Treasurer and Controller; 46 1981
John C. Siegel President, UTV of San Francisco, 1983
Inc., which owns KBHK; Senior Vice
President, Chris-Craft; 42
</TABLE>
Chris-Craft, through its majority ownership of BHC, is principally
engaged in television broadcasting. The principal occupation of each of
the individuals for the past five years is stated in the foregoing table.
All officers hold office until the meeting of the Board following the next
annual meeting of stockholders or until removed by the Board.
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
The information appearing in the Annual Report under the caption
STOCK PRICE, DIVIDEND AND RELATED INFORMATION is incorporated herein by
this reference.
ITEM 6. SELECTED FINANCIAL DATA.
The information appearing in the Annual Report under the caption
SELECTED FINANCIAL DATA is incorporated herein by this reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The information appearing in the Annual Report under the caption
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS is incorporated herein by this reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Consolidated Financial Statements, Notes thereto, Report of
Independent Accountants thereon and Quarterly Financial Information
(unaudited) appearing in the Annual Report are incorporated herein by this
reference. Except as specifically set forth herein and elsewhere in this
Form 10-K, no information appearing in the Annual Report is incorporated
by reference into this report nor is the Annual Report deemed to be filed,
as part of this report or otherwise, pursuant to the Securities Exchange
Act of 1934.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information appearing in the Proxy Statement under the captions
ELECTION OF DIRECTORS--Nominees of the Board of Directors is incorporated
herein by this reference. Information relating to UTV's executive officers
is set forth in Part I under the caption EXECUTIVE OFFICERS OF THE
REGISTRANT.
ITEM 11. EXECUTIVE COMPENSATION.
The information appearing in the Proxy Statement under the caption
ELECTION OF DIRECTORS--Executive Compensation is incorporated herein by
this reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The information appearing in the Proxy Statement under the caption
ELECTION OF DIRECTORS--Voting Securities of Certain Beneficial Owners and
Management is incorporated herein by this reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information appearing in the Proxy Statement under the caption
ELECTION OF DIRECTORS--Certain Relationships and Related Transactions is
incorporated herein by this reference.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
1. The financial statements and quarterly financial
information incorporated by reference from the Annual
Report pursuant to Item 8.
2. The schedule and report of independent accountants
thereon, listed in the Index to Consolidated Financial
Statements and Schedules.
3. Exhibits listed in the Exhibit Index, including the
compensatory plans listed below:
- Benefit Equalization Plan
- 1988 Stock Option Plan
(b) No reports on Form 8-K were filed by the registrant during the
last quarter of the period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: March 29, 1995
UNITED TELEVISION, INC.
-----------------------
(Registrant)
By: EVAN C THOMPSON
-----------------
Evan C Thompson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature and Title Date
HERBERT J. SIEGEL March 29, 1995
---------------------
Herbert J. Siegel
Chairman and Director
EVAN C THOMPSON March 29, 1995
---------------------
Evan C Thompson
President, Chief Executive
Officer and Director
(principal executive
officer)
GARTH S. LINDSEY March 29, 1995
---------------------
Garth S. Lindsey
Executive Vice President,
Chief Financial Officer
and Secretary (principal
financial and accounting
officer)
LAWRENCE R. BARNETT March 29, 1995
---------------------
Lawrence R. Barnett
Vice Chairman and Director
JOHN L. EASTMAN March 29, 1995
---------------------
John L. Eastman
Director
JAMES D. HODGSON March 29, 1995
---------------------
James D. Hodgson
Director
NORMAN PERLMUTTER March 29, 1995
---------------------
Norman Perlmutter
Director
ABRAHAM A. RIBICOFF March 29, 1995
---------------------
Abraham A. Ribicoff
Director
HOWARD F. ROYCROFT March 29, 1995
---------------------
Howard F. Roycroft
Director
ROCCO C. SICILIANO March 29, 1995
---------------------
Rocco C. Siciliano
Director
JOHN C. SIEGEL March 29, 1995
---------------------
John C. Siegel
Director
<PAGE>
UNITED TELEVISION, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
CONSOLIDATED FINANCIAL STATEMENTS:
Report of Independent Accountants
Consolidated Balance Sheets - December 31, 1994 and 1993
Consolidated Statements of Income - For the Years
Ended December 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows - For the Years
Ended December 31, 1994, 1993 and 1992
Consolidated Statements of Shareholders' Investment - For
the Years Ended December 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
SCHEDULES:
Report of Independent Accountants on Financial Statement Schedule
II. Valuation and Qualifying Accounts
Schedules other than that listed above have been omitted since the
information is not applicable, not required or is included in the respective
financial statements or notes thereto.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of
United Television, Inc.
Our audits of the consolidated financial statements referred to in our
report dated February 10, 1995 appearing on page 19 of the 1994 Annual
Report to Shareholders of United Television, Inc. (which report and
consolidated financial statements are incorporated by reference in this
Annual Report on Form 10-K) also included audits of the Financial Statement
Schedule as of December 31, 1994 and 1993, and the years then ended, listed
in Item 14(a) of this Form 10-K. In our opinion, the Financial Statement
Schedule presents fairly, in all material respects, the information set
forth therein when read in conjunction with the related consolidated
financial statements.
PRICE WATERHOUSE LLP
Century City, California
February 10, 1995
<PAGE>
Schedule II
UNITED TELEVISION, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1994
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
Additions
----------------------
Balance at Charged to Charged Balance
Beginning Costs and to Other at End of
Description of Period Expenses Accounts Deductions Period
----------- ---------- ---------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1994:
Allowance for doubtful accounts $ 1,998 $ 275 $ --- $ (279)(a) $ 1,994
Year ended December 31, 1993:
Allowance for doubtful accounts $ 1,716 $ 551 $ --- $ (269)(a) $ 1,998
Year ended December 31, 1992:
Allowance for doubtful accounts $ 1,460 $ 740 $ --- $ (484)(a) $ 1,716
</TABLE>
(a) Accounts written off, net of recoveries.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Incorporated by
Reference to: Exhibit No. Exhibit
--------------- ----------- -------
<S> <C> <C>
Exhibit 3(a) [1] 3.1 Restated Certificate
of Incorporation
Exhibit 3(b) [2] 3.2 Restated By-Laws
Exhibit A to registrant's 10.1 1988 Stock Option Plan
Proxy Statement dated
March 23, 1988 (File
No. 0-9786)
Exhibit 10(a)(1) [7] 10.2 Amendment No. 1 thereto
Exhibit 10(i) [3] 10.3 Employment Agreement, dated
January 1, 1981, between
registrant and Garth S. Lindsey,
as amended
Exhibit 10(m) [3] 10.4 Employment Agreement, dated
January 1, 1981, between
registrant and Thomas L. Muir,
as amended
Exhibit 10(t) [4] 10.5 Note dated as of January 6, 1984
in the original principal amount
of $200,000 from Garth S.
Lindsey, as maker, to registrant,
as payee
Exhibit 10(n)(2) [5] 10.6 Revision and Extension Agreement
dated as of December 19, 1988
from Garth S. Lindsey, as maker,
to registrant, as payee
Exhibit 10(u) [4] 10.7 Note dated as of January 25, 1984
in the original principal amount
of $100,000 from Thomas L. Muir,
as maker, to registrant, as payee
Exhibit 10(o)(2) [5] 10.8 Revision and Extension Agreement
dated as of December 20, 1988
from Thomas L. Muir as maker to
registrant, as payee
Exhibit 10(s) [6] 10.9 Benefit Equalization Plan of
registrant
* 13 Portions of the Annual Report
incorporated by reference
* 21 Subsidiaries of registrant
* 23 Consent of Price Waterhouse LLP
* 27 Financial Data Schedule
_______________________
* Filed herewith.
[1] Registrant's Annual Report on Form 10-K for the year ended
December 31, 1987.
[2] Registrant's Annual Report on Form 10-K for the year ended
December 31, 1984.
[3] Registrant's Annual Report on Form 10-K for the year ended
December 27, 1981.
[4] Registrant's Annual Report on Form 10-K for the year ended
December 31, 1983.
[5] Registrant's Annual Report on Form 10-K for the year ended
December 31, 1988.
[6] Registrant's Annual Report on Form 10-K for the year ended
December 31, 1989.
[7] Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991.
</TABLE>
Exhibit 21
The following were the registrant's subsidiaries as of December 31,
1994, other than subsidiaries that, if considered in the aggregate
as a single subsidiary, would not constitute a significant
subsidiary at such date:
Name Jurisdiction
of of
Subsidiary Incorporation
---------- -------------
UTV of San Francisco, Inc. California
UTV of San Antonio, Inc. Texas
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statements on Form S-8 (Nos. 33-35353 and 33-21903) of
United Television, Inc. of our report dated February 10, 1995
appearing on page 19 of the Annual Report to Shareholders of United
Television, Inc. which is incorporated by reference in this Annual
Report on Form 10-K. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which
appears on page 20 of this Form 10-K.
PRICE WATERHOUSE LLP
Century City, California
March 28, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS INCORPORATED BY REFERENCE INTO
REGISTRANT'S ANNUAL REPORT ON FORM 10-K
FOR YEAR ENDED 31 DECEMBER 1994 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<CASH> 44,494
<SECURITIES> 137,549
<RECEIVABLES> 36,021
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 246,777
<PP&E> 62,445
<DEPRECIATION> 45,742
<TOTAL-ASSETS> 305,676
<CURRENT-LIABILITIES> 53,272
<BONDS> 0
<COMMON> 998
0
0
<OTHER-SE> 226,923
<TOTAL-LIABILITY-AND-EQUITY> 305,676
<SALES> 150,980
<TOTAL-REVENUES> 150,980
<CGS> 98,743
<TOTAL-COSTS> 98,743
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 59,321
<INCOME-TAX> 24,150
<INCOME-CONTINUING> 35,171
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 35,171
<EPS-PRIMARY> 3.50
<EPS-DILUTED> 3.50
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS
OF INCOME
UNITED TELEVISION, INC. AND SUBSIDIARIES
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1994 1993 1992
--------------------------------------------------------------------------------
<S> <C> <C> <C>
NET REVENUES $150,980 $130,338 $115,127
-------- -------- --------
EXPENSES:
Operating 59,809 59,507 74,430
Selling, general and administrative 38,934 34,458 32,844
-------- -------- --------
98,743 93,965 107,274
-------- -------- --------
Operating income 52,237 36,373 7,853
-------- -------- --------
OTHER INCOME:
Income associated with
Time Warner Inc. securities --- 31,125 10,828
Interest and other income, net 7,084 6,126 4,274
-------- -------- --------
7,084 37,251 15,102
-------- -------- --------
Income before provision for income taxes 59,321 73,624 22,955
PROVISION FOR INCOME TAXES 24,150 29,800 6,800
-------- -------- --------
Net income $ 35,171 $ 43,824 $ 16,155
-------- -------- --------
-------- -------- --------
NET INCOME PER SHARE $ 3.50 $ 4.31 $ 1.54
-------- -------- --------
-------- -------- --------
AVERAGE COMMON SHARES OUTSTANDING 10,058 10,157 10,488
-------- -------- --------
-------- -------- --------
</TABLE>
THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN INTEGRAL PART
OF THESE STATEMENTS.
<PAGE>
CONSOLIDATED STATEMENTS
OF CASH FLOWS
UNITED TELEVISION, INC. AND SUBSIDIARIES
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1994 1993 1992
--------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $35,171 $43,824 $16,155
Adjustments to reconcile net income to net
cash provided from operating activities:
Film contract payments (33,744) (40,925) (36,918)
Film contract amortization 25,179 29,653 43,314
Depreciation and other amortization 4,776 5,052 4,904
Gain on dispositions of Time Warner
securities --- (27,164) ---
Noncash dividend income --- --- (6,130)
Changes in assets and liabilities:
Accounts receivable (5,205) (6,114) 1,216
Prepaid and other assets 15 (7,273) (397)
Accounts payable and accrued expenses 3,311 2,558 (888)
Income taxes payable 3,348 4,493 5,445
-------- -------- --------
Net cash provided from operating
activities 32,851 4,104 26,701
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Disposition of Time Warner securities --- 117,083 ---
Sale of marketable securities 80,224 401,465 122,837
Purchase of marketable securities (68,014) (516,719) (140,393)
Capital expenditures (3,615) (2,092) (5,925)
-------- -------- --------
Net cash provided from (used in)
investing activities 8,595 (263) (23,481)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of employee stock
options 997 2,428 263
Purchase of treasury stock (9,901) (11,188) (4,608)
Net cash used in financing activities (8,904) (8,760) (4,345)
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 32,542 (4,919) (1,125)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 11,952 16,871 17,996
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR $44,494 $11,952 $16,871
-------- -------- --------
-------- -------- --------
</TABLE>
THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN
INTEGRAL PART OF THESE STATEMENTS.
<PAGE>
CONSOLIDATED
BALANCE SHEETS
UNITED TELEVISION, INC. AND SUBSIDIARIES
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
DECEMBER 31, 1994 1993
-------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 44,494 $ 11,952
Marketable securities 137,549 159,291
Accrued interest receivable 2,005 2,888
Accounts receivable, less allowance for doubtful
accounts of $1,994 and $1,998, respectively 36,021 30,816
Film contract rights 21,555 19,993
Deferred tax benefit 3,393 4,659
Prepaid expenses and other current assets 1,760 1,745
-------- --------
Total current assets 246,777 231,344
-------- --------
NONCURRENT MARKETABLE SECURITIES 20,099 12,912
-------- --------
FILM CONTRACT RIGHTS, INCLUDING DEPOSITS, LESS
ESTIMATED PORTION TO BE USED WITHIN ONE YEAR 8,506 10,327
-------- --------
PROPERTY AND EQUIPMENT, AT COST:
Land, buildings and improvements 12,201 12,188
Equipment 50,244 47,867
-------- --------
62,445 60,055
Less-Accumulated depreciation and amortization 45,742 42,797
-------- --------
16,703 17,258
-------- --------
INTANGIBLE ASSETS 21,981 21,981
Less-Accumulated amortization 8,997 8,388
-------- --------
12,984 13,593
-------- --------
OTHER ASSETS 607 471
-------- --------
$305,676 $285,905
-------- --------
-------- --------
<PAGE>
<CAPTION>
DECEMBER 31, 1994 1993
-------------------------------------------------------------------------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Film contracts payable $ 21,535 $ 31,484
Accounts payable 3,256 2,522
Accrued expenses 15,728 13,151
Income taxes payable 12,753 11,372
-------- --------
Total current liabilities 53,272 58,529
-------- --------
FILM CONTRACTS PAYABLE AFTER ONE YEAR 23,153 22,748
-------- --------
OTHER LIABILITIES 1,330 1,867
-------- --------
COMMITMENTS AND CONTINGENCIES (NOTE 8)
SHAREHOLDERS' INVESTMENT:
Preferred stock $1 par value; authorized
1,000,000 shares; none issued --- ---
Common stock $.10 par value; authorized 25,000,000
shares: outstanding 9,975,338 and 10,145,163
shares, respectively 998 1,015
Additional paid-in capital 133 133
Retained earnings 228,181 201,613
Reduction to reflect marketable
securities at fair value (1,391) ---
-------- --------
227,921 202,761
-------- --------
$305,676 $285,905
-------- --------
-------- --------
</TABLE>
THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN
INTEGRAL PART OF THESE BALANCE SHEETS.
<PAGE>
CONSOLIDATED STATEMENTS
OF SHAREHOLDERS' INVESTMENT
UNITED TELEVISION, INC. AND SUBSIDIARIES
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Common Stock
------------------ Additional Market
Shares Dollar Paid-in Retained Valuation
Outstanding Amount Capital Earnings Account Total
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT
DECEMBER 31, 1991 10,571,780 $ 1,057 $ 133 $154,697 $ --- $155,887
Net income --- --- --- 16,155 --- 16,155
Excercise of options, including
tax benefit 13,167 1 262 --- --- 263
Purchase/retirement of
treasury stock (177,500) (17) (262) (4,329) --- (4,608)
--------- ------ ------ ------- ------- --------
BALANCE AT
DECEMBER 31,1992 10,407,447 1,041 133 166,523 --- 167,697
Net income --- --- --- 43,824 --- 43,824
Excercise of options, including
tax benefit 89,902 9 2,419 --- --- 2,428
Purchase/retirement of
treasury stock (352,186) (35) (2,419) (8,734) --- (11,188)
--------- ------ ------ ------- ------- --------
BALANCE AT
DECEMBER 31, 1993 10,145,163 1,015 133 201,613 --- 202,761
Net income --- --- --- 35,171 --- 35,171
Reduction to reflect marketable
securities at fair value --- --- --- --- (1,391) (1,391)
Excercise of options, including
tax benefit 36,597 4 1,277 --- --- 1,281
Purchase/retirement of
treasury stock (206,422) (21) (1,277) (8,603) --- (9,901)
--------- ------ ------ ------- ------- --------
BALANCE AT
DECEMBER 31, 1994 9,975,338 $ 998 $ 133 $ 228,181 $ (1,391) $227,921
--------- ------ ------ ------- ------- --------
--------- ------ ------ ------- ------- --------
</TABLE>
THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN INTEGRAL PART
OF THESE STATEMENTS.
<PAGE>
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
UNITED TELEVISION, INC. AND SUBSIDIARIES
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
(A) ORGANIZATION AND RELATED PARTIES. UTV is a majority owned (55.2% at
December 31, 1994) subsidiary of BHC Communications, Inc. (BHC), a majority
owned subsidiary of Chris-Craft Industries, Inc. UTV owns and operates five
television stations: KBHK in San Francisco, KMSP in Minneapolis/St. Paul, KUTP
in Phoenix, KTVX in Salt Lake City and KMOL in San Antonio.
The acquisition of programming from third parties is frequently negotiated
for UTV and BHC stations simultaneously. Also, UTV and BHC each incurred costs
of $3,312,000, $357,000 and $1,849,000 in 1994, 1993 and 1992, respectively,
for the joint production with third parties of original programming.
(B) PRINCIPLES OF CONSOLIDATION. The accompanying consolidated financial
statements include the accounts of UTV and its subsidiaries, after elimination
of all significant intercompany accounts and transactions.
(C) CASH AND CASH EQUIVALENTS. Cash and cash equivalents consist of cash and
money market securities having maturities at time of purchase not exceeding
three months, all of which are U.S. Government securities. The fair value of
cash equivalents approximates carrying value, reflecting their short maturities.
(D) INVESTMENTS IN DEBT AND EQUITY SECURITIES. Effective January 1, 1994, UTV
adopted Statement of Financial Accounting Standards No. 115 (SFAS 115),
"Accounting for Certain Investments in Debt and Equity Securities". In
accordance with SFAS 115, prior year's financial statements have not been
restated to reflect the change in accounting method.
At December 31, 1994, marketable equity and debt securities have been
classified as available for sale, as defined in SFAS 115, and as a result are
stated at fair value. At December 31, 1993, marketable equity securities were
stated at the lower of aggregate cost or market, while marketable debt
securities were carried at amortized cost, which approximated market.
(E) FILM CONTRACT RIGHTS AND FILM CONTRACTS PAYABLE. UTV owns film contract
rights which allow limited showings of films and syndicated programs. Film
contract rights and related liabilities are recorded at the contractual amounts
when the programming becomes available for telecasting.
Contract values are amortized over management's estimate of the number of
showings, using primarily an accelerated method, which considers total
anticipated costs of the programming and management's estimate of the flow of
revenues. The estimated costs of recorded film contract rights to be charged to
income within one year are included in current assets; payments on such
contracts due within one year are included in current liabilities.
(F) DEPRECIATION AND AMORTIZATION. Depreciation of property and equipment is
provided using the straight-line method over the estimated useful lives of the
assets, except that leasehold improvements are amortized over the term of the
lease, if shorter.
Intangible assets represent the excess of cost over the net identifiable
tangible assets at the respective dates of acquisition and are being amortized
using the straight-line method over 17 to 40 years from acquisition.
(G) BARTER TRANSACTIONS. The estimated fair value of goods or services received
in barter (nonmonetary) transactions is recognized as revenue when the air time
is used by the advertiser.
(H) INCOME PER SHARE. Per share amounts were computed by dividing income by the
weighted average number of common shares outstanding, taking into consideration,
when dilutive, common stock equivalents (stock options).
(I) SUPPLEMENTAL CASH FLOW INFORMATION. Cash paid for income taxes totaled
$20,802,000 in 1994, $29,966,000 in 1993 and $1,354,000 in 1992.
(J) RECLASSIFICATIONS. Certain amounts for 1993 and 1992 have been reclassified
to conform to the 1994 presentation.
<PAGE>
2. MARKETABLE SECURITIES.
Marketable securities classified as current assets at December 31, 1994 include
the following:
FAIR
(IN THOUSANDS) VALUE COST
----------------------------------------------------------
U.S. Government securities $129,464 $134,131
Global government bond fund 10,090 10,883
-------- --------
$139,554 $145,014
-------- --------
-------- --------
Marketable securities classified as long-term assets at December 31, 1994
include the following:
FAIR
(IN THOUSANDS) VALUE COST
----------------------------------------------------------
BHC Class A common stock $ 16,648 $ 11,325
Other marketable equity securities 3,451 3,650
-------- --------
$ 20,099 $ 14,975
-------- --------
-------- --------
The following table provides certain additional information related to
UTV's marketable securities as of and for the year ended December 31, 1994:
DEBT EQUITY
(IN THOUSANDS) SECURITIES SECURITIES
----------------------------------------------------------
Maturing within two years $ 76,977 $ ---
Maturing in two to four years 52,487 ---
Gross unrealized holding gains --- 5,323
Gross unrealized holding losses 4,667 993
Sales proceeds 80,224 ---
Realized gains 76 ---
Realized losses 306 ---
For purposes of computing realized gains and losses, cost was determined
using the specific identification method.
Current marketable securities at December 31, 1993 include the following:
FAIR
(IN THOUSANDS) VALUE COST
----------------------------------------------------------
U.S. Government securities $150,711 $151,686
Global government bond fund 10,404 10,493
-------- --------
$161,115 $162,179
-------- --------
-------- --------
Long-term marketable securities at December 31, 1993 include the following:
FAIR
(IN THOUSANDS) VALUE COST
----------------------------------------------------------
BHC Class A common stock $ 18,573 $ 11,325
Other marketable equity securities 1,466 1,587
-------- --------
$ 20,039 $ 12,912
-------- --------
-------- --------
3. FILM CONTRACTS PAYABLE.
The approximate future maturities of film contracts payable classified as
long-term liabilities at December 31, 1994 are $10,091,000, $8,565,000,
$2,629,000, $1,210,000 and $658,000 in 1996, 1997, 1998, 1999 and thereafter,
respectively.
The net present value at December 31, 1994 of such payments, discounted at
8.5%, was approximately $19,000,000.
4. SHAREHOLDERS' INVESTMENT.
UTV has authorized 1,000,000 shares of preferred stock, $1 par value, that may
be issued without further shareholder approval, in one or more series, the terms
and provisions of which shall be set by the Board of Directors.
During 1994, UTV purchased and retired 206,422 shares of its common stock
at an aggregate cost of $9,901,000. During 1993 and 1992, UTV purchased and
retired 352,186 and 177,500 shares of its common stock, respectively. At
December 31, 1994, purchase of 625,417 additional shares of common stock had
been authorized by the Board of Directors. In January 1995, the Board authorized
the repurchase of an additional 1,000,000 shares.
<PAGE>
5. STOCK OPTIONS.
UTV's 1988 stock option plan permits grants of options to purchase an
aggregate of 800,000 shares of common stock at prices not less than the
fair market value of the common stock at the time the option is granted.
The plan also permits the grant of stock appreciation rights in tandem with
options granted under the plan and also permits options to be designated as
incentive stock options within the meaning of the Internal Revenue Code. As of
December 31, 1994, approximately 435 persons were eligible to participate in the
plan, 51 of whom were participating.
Options to purchase 546,500 shares have been granted under the plan. No
stock appreciation rights have been granted. Options for 23,767 shares have
been terminated unexcercised, and options for 136,330 shares have been
exercised, leaving options to purchase 386,403 shares outstanding as follows:
<TABLE>
<CAPTION>
Year of Number of Option
Grant Shares Price
---------------------------------------------------
<S> <C> <C>
1991 10,000 $31.625
1992 158,903 27.250
1994 217,500 53.500
</TABLE>
The options are exercisable in cumulative annual installments of 33-1/3%,
commencing one year from the date of grant, and expire five years from the date
of grant.
Proceeds from the exercise of options are credited to common stock to the
extent of par value, and the remainder is credited to additional paid-in
capital. Income tax benefits which accrue to UTV are credited to additional
paid-in capital.
6. INCOME TAXES.
Income tax expense consists of the following:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
(IN THOUSANDS) 1994 1993 1992
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Federal:
Current $17,702 $27,325 $4,475
Deferred 1,623 (3,900) 100
------- ------- ------
19,325 23,425 4,575
------- ------- ------
State:
Current 4,868 6,450 2,075
Deferred (43) (75) 150
------- ------- ------
4,825 6,375 2,225
------- ------- ------
Total $24,150 $29,800 $6,800
------- ------- ------
------- ------- ------
</TABLE>
The provisions for income taxes differed from the amounts computed by
applying the federal income tax rate to income before income taxes. The
elements of these differences were as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
(IN THOUSANDS) 1994 1993 1992
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory federal
income taxes $20,762 $25,768 $7,805
State income taxes,
net of federal income
tax benefit 3,127 4,136 1,469
Dividend exclusion (36) (467) (2,685)
Goodwill amortization 102 166 161
Other, net 195 197 50
------ ------ ------
$24,150 $29,800 $6,800
------ ------ ------
------ ------ ------
</TABLE>
Effective January 1, 1993, UTV adopted Statement of Financial Accounting
Standards No. 109 (SFAS 109), "Accounting for Income Taxes". The cumulative
effect of adoption of SFAS 109, the amount of which was immaterial, was recorded
in the first quarter of 1993.
<PAGE>
Deferred taxes reflect temporary differences in the recognition of
certain income and expense items for financial accounting and income tax
purposes. The components of deferred tax assets and liabilities were
as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
(IN THOUSANDS) 1994 1993
--------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
State taxes $ 1,618 $ 3,402
SFAS 115 adjustment 989 --
Bad debt reserve 842 845
Benefits program 667 566
Other 396 432
---------- ---------
4,512 5,245
---------- ---------
Deferred tax liabilities:
Depreciation (1,796) (1,817)
Intangibles amortization (519) (439)
Other (134) (335)
---------- ----------
(2,449) (2,591)
---------- ----------
$ 2,063 $ 2,654
---------- ----------
---------- ----------
</TABLE>
7. PENSION PLANS.
UTV maintains noncontributory defined benefit plans covering
substantially all employees. Benefits under the plans are based upon
years of service and compensation, as defined. UTV's funding policy is to
contribute annually an amount sufficient to fund current service costs
and to amortize the unfunded accrued liability over 25 years. Contributions are
intended to provide not only for benefits attributed to service to date, but
also for benefits expected to be earned in the future.
The following table sets forth the funded status of the plans:
<TABLE>
<CAPTION>
DECEMBER 31,
(IN THOUSANDS) 1994 1993
--------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of:
Vested benefit obligation $ (10,804) $ (9,662)
Nonvested benefit obligation (735) (702)
--------- --------
Accumulated benefit obligation (11,539) (10,364)
Effect of projected
compensation increases (3,546) (3,421)
--------- --------
Projected benefit obligation (15,085) (13,785)
Plan assets at fair value, primarily
listed securities and U.S.
Government securities 13,800 13,523
--------- ---------
Deficit (1,285) (262)
Unrecognized loss 1,781 1,032
Unrecognized prior service cost (219) (19)
Unrecognized net obligation
remaining from initial
application, January 1, 1987 111 125
--------- ---------
Prepaid pension obligation $ 388 $ 876
--------- ---------
--------- ---------
</TABLE>
The unrecognized net obligation is being amortized over a 15-year period.
Pension expense, including amounts accrued in a UTV nonqualified retirement
plan for pension benefits in excess of statutory limitations, is as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
(IN THOUSANDS) 1994 1993 1992
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost $805 $748 $677
Interest cost on projected
benefit obligation 979 903 802
Actual return
on plan assets (450) (1,298) (850)
Net amortization
and deferral (606) 397 49
------- ------- -------
Net periodic
pension cost $728 $750 $678
------- ------- -------
------- ------- -------
</TABLE>
<PAGE>
Assumptions used in determing the actuarial present value of the
projected benefit obligation were as follows:
<TABLE>
<CAPTION>
1994 1993 1992
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Discount rate 7.25% 7.25% 7.75%
Rate of increase in
future compensation
levels 4.50% 4.50% 5.00%
Expected long-term
rate of return
on assets 7.75% 7.75% 7.75%
</TABLE>
UTV also maintains other retirement plans for its employees, including
stock purchase and profit sharing plans. The aggregate costs of such
other plans for 1994, 1993 and 1992, including accruals in the nonqualified
plan referred to above, were $2,538,000, $2,172,000 and $1,653,000,
respectively.
8. COMMITMENTS AND CONTINGENCIES.
The aggregate amount payable by UTV under contracts for programming not
currently available for telecasting and, accordingly, not included in
film contracts payable and the related contract rights in the
accompanying Consolidated Balance Sheet, totaled $45,416,000 at December
31, 1994.
At December 31, 1994, UTV was obligated under several noncancelable
leases on real property and equipment that expire between 1995 and 2009.
Rental expense was $1,546,000, $1,268,000 and $1,879,000 for 1994, 1993,
and 1992, respectively. Aggregate future minimum rental payments under such
leases at December 31, 1994 are $13,254,000, with amounts of $1,394,000,
$1,360,000, $1,329,000, $1,378,000 and $1,258,000 due in 1995, 1996, 1997, 1998,
and 1999, respectively.
In the opinion of management, after taking into account opinions of
counsel with respect thereto, the ultimate resolution of pending legal
proceedings against UTV, to the extent not covered by insurance, will not
have a material effect on UTV's consolidated financial position or
results of operations.
9. RELATED PARTY TRANSACTIONS.
Included in selling, general and administrative expenses are management and
directors' fees UTV paid Chris-Craft of $570,000, $549,000 and $534,000 in 1994,
1993 and 1992, respectively, and a management fee UTV paid BHC of $1,750,000 in
1994.
REPORT OF INDEPENDENT ACCOUNTANTS
UNITED TELEVISION, INC. AND SUBSIDIARIES
To the Board of Directors and Shareholders of United Television, Inc.
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of income, shareholders' investment and
cash flows present fairly, in all material respects, the financial
position of United Television, Inc. and its subsidiaries at December 31,
1994 and 1993, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 1994, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for the opinion expressed
above.
/s/ Price Waterhouse LLP
Century City, California
February 10, 1995
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
UNITED TELEVISION, INC. AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES
UTV's operating cash flow is generated primarily by its television
broadcasting operations and generally parallels the earnings of UTV's
television stations, adjusted to reflect the difference between film contract
payments and film contract amortization. The relationship between such payments
and amortization may vary greatly between years (payments exceeded amortization
by $8,565,000 and $11,272,000 in 1994 and 1993, respectively), and is dependent
upon the mix of programs aired and payment terms of the stations' contracts.
UTV's stations generated substantial cash flow in 1994 and are expected to do
the same in 1995. With its considerable cash and marketable securities
balances, UTV continues to be well positioned to pursue new opportunities or
deal effectively with uncertainties that may arise in the television
broadcasting industry or economic environment.
UTV's cash flow is augmented by interest and dividend income associated
with its cash and marketable securities. UTV's 1994 cash flow from operations
totaled $32,851,000, and cash and marketable securities increased $17,987,000 to
$202,142,000 at December 31, 1994.
Working capital increased $20,690,000 during 1994 to $193,505,000 at
December 31, 1994, primarily reflecting cash generated from operations,
partially offset by treasury stock repurchases. Working capital at December 31,
1994 remains substantially in excess of UTV's normal operating requirements.
UTV is engaged in an ongoing review of business opportunities in media,
entertainment, communications and other industries. UTV currently has no
outstanding debt and believes it is capable of raising significant
additional capital to augment its already substantial liquid assets, if
desired, to fund any expansion.
UTV regularly makes current commitments for programming that will not
be available for telecasting until future dates and had commitments for
payments for such programming totalling $45,416,000 at December 31, 1994.
UTV expects to continue to satisfy these commitments in the ordinary
course of business.
UTV's Board of Directors has from time to time authorized the purchase
of UTV common shares. At December 31, 1994, purchase of an additional
625,417 shares was so authorized. In January 1995, the Board authorized
the repurchase of an additional 1,000,000 shares. From January 1, 1992
through December 31, 1994, 736,108 shares were purchased for an aggregate
cost of $25,698,000, of which 206,422 shares were purchased during 1994
for an aggregate cost of $9,901,000.
In February 1995, the Board of Directors declared UTV's first dividend
of $.50 per share. The Board intends each year to consider the declaration of a
cash dividend.
UTV's commitments for capital expenditures at December 31, 1994 were not
material in relation to UTV's financial position. Funds for capital
expenditures have generally been provided from operations. UTV expects
that future capital expenditures for its present business will be funded
from operations or current cash balances. UTV has no present requirement
for additional capital.
<PAGE>
RESULTS OF OPERATIONS
1994 VERSUS 1993. UTV's primary source of revenue is the sale to
advertisers of time on its five television stations. UTV's 1994 net
income increased 42% to $35,171,000, or $3.50 per share, from
$24,749,000, or $2.44 per share, in 1993 (before income associated with
interests in Time Warner Inc.). Including Time Warner income, last year's
net income was $43,824,000, or $4.31 per share.
The significant earnings increase reflects record operating results at
UTV's stations. Net revenues for the year increased 16% to a record
$150,980,000, from $130,338,000 in 1993, reflecting improved demand for
television advertising at UTV's stations. Operating income rose 44% to a
record $52,237,000, from $36,373,000 in 1993. The improvement in
operating income resulted primarily from the increase in net revenue.
Programming expenses, which had been declining in recent years, rose just
1% in 1994. It is expected that programming expenses will not increase
significantly in 1995.
1993 VERSUS 1992. UTV's 1993 net income increased 171% to $43,824,000,
or $4.31 per share, from $16,155,000, or $1.54 per share, in 1992. Per
share earnings for the year increased 180%, as purchases of common stock
under UTV's stock repurchase program reduced the average number of common
shares outstanding by 3%.
The significant earnings increase reflects record operating results at
UTV's stations and substantial gains on disposition of UTV's remaining
Time Warner securities. Net revenues for the year increased 13% to a
record $130,338,000, from $115,127,000 in 1992, reflecting improved
demand for television advertising at UTV's stations. Operating income
rose more than four fold to $36,373,000, from $7,853,000 in 1992. The
improvement in operating income resulted from the increase in net revenue
and a 23% decline in programming expenses.
The 1993 reduction in programming expenses primarily reflects a
significant decline in program amortization. Such decline is attributable
to (i) airing certain syndicated programs for periods longer than
originally estimated, reflecting their sustained success, (ii) the
acquisition of fewer replacement programs, (iii) final determination that
certain contract costs would be less than previously estimated, and (iv)
generally lower costs of programming.
Income associated with UTV's former holdings of Time Warner securities
increased to $31,125,000 in 1993 from $10,828,000 in 1992, as disposition
gains aggregated $27,164,000. Other nonoperating income totaled $6,126,000, up
from $4,274,000, primarily reflecting the placement of Time Warner proceeds in
U.S. Government securities.
UTV's effective tax rate rose to 41% in 1993 from 30% in 1992. The
increase in the effective rate reflects a reduction in the proportionate
amount of dividend income, which is not fully taxable, included in pretax
income.
<PAGE>
SELECTED FINANCIAL DATA
UNITED TELEVISION, INC. AND SUBSIDIARIES
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1994 1993 1992 1991 1990
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET REVENUES $150,980 $130,338 $115,127 $112,902 $118,885
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
OPERATING INCOME (LOSS) $ 52,237 $ 36,373 $ 7,853 $ (7,278) $ 6,719
Income associated with Time Warner and,
in 1990, Warner securities -- 31,125 10,828 9,527 71,476
Interest and other income, net 7,084 6,126 4,274 3,252 3,106
Income taxes (24,150) (29,800) (6,800) (350) (32,775)
-------- -------- --------- -------- --------
Net income $ 35,171 $ 43,824 $ 16,155 $ 5,151 $ 48,526
-------- -------- --------- --------- --------
-------- -------- --------- --------- --------
NET INCOME PER SHARE $ 3.50 $ 4.31 $ 1.54 $ .48 $ 4.48
CASH AND CURRENT MARKETABLE SECURITIES 182,043 171,243 108,395 45,954 29,790
TOTAL ASSETS 305,676 285,905 259,721 252,954 240,296
WORKING CAPITAL 193,505 172,815 98,749 59,604 55,529
LONG-TERM DEBT -- -- -- 179 205
SHAREHOLDERS' INVESTMENT $227,921 $202,761 $167,697 $155,887 $148,500
</TABLE>
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
UNITED TELEVISION, INC. AND SUBSIDIARIES
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
YEAR ENDED DECEMBER 31, 1994 QUARTER QUARTER QUARTER QUARTER YEAR
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET REVENUES $32,107 $37,773 $34,426 $46,674 $150,980
OPERATING INCOME 9,392 13,010 10,374 19,461 52,237
NET INCOME 6,375 8,815 7,479 12,502 35,171
NET INCOME PER SHARE $ .63 $ .87 $ .75 $ 1.25 $ 3.50
YEAR ENDED DECEMBER 31, 1993
------------------------------------------------------------------------------------------------------------------------------------
NET REVENUES $28,098 $34,527 $28,950 $38,763 $130,338
OPERATING INCOME 3,961 10,213 9,763 12,436 36,373
NET INCOME 13,167 14,368 7,253 9,036 43,824
NET INCOME PER SHARE $ 1.28 $ 1.42 $ .72 $ .89 $ 4.31
</TABLE>
<PAGE>
STOCK PRICE, DIVIDEND AND RELATED INFORMATION
United Television, Inc. common stock is traded in the over-the-counter
market (NASDAQ symbol: UTVI), and transactions are reported in the NASDAQ
National Market System.
The high and low sales prices as reported by NASDAQ for the periods
indicated were:
<TABLE>
<CAPTION>
1994 1993
--------------------- ------------------------
Quarter High Low High Low
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
First $43.750 $40.000 $31.625 $27.000
Second 49.000 40.500 35.000 31.250
Third 54.000 47.000 37.000 33.250
Fourth 54.750 51.250 43.250 36.500
</TABLE>
No cash dividend was paid during the two most recent fiscal years. In
February 1995, UTV declared its first dividend of $.50 per share. The
Board of Directors intends each year to consider the declaration of a
cash dividend.
As of February 28, 1995, there were approximately 3,900 holders of
record of common stock.
