Page 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
----------------------------------
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: 1-10342
-------------------------------
BHC COMMUNICATIONS, INC.
------------------------
(Exact name of Registrant as specified in its charter)
Delaware 59-2104168
- ------------------------------ --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
767 Fifth Avenue, New York, New York 10153
- ------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 421-0200
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
-------- --------
As of October 31, 1996 there were 5,714,905 shares of the
issuer's Class A Common Stock outstanding and 18,000,000 shares
of the issuer's Class B Common Stock outstanding.
<PAGE>
Page 2
<TABLE>
PART I -- FINANCIAL INFORMATION
BHC COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(UNAUDITED)
-------------------------------------
<CAPTION>
September 30, December 31,
1996 1995
------------ ------------
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 153,118 $ 72,179
Marketable securities (substantially
all U.S. Government securities) 1,259,775 1,427,186
Accounts receivable, net 77,750 89,988
Film contract and prepaid broadcast rights 145,059 95,541
Prepaid expenses and other current assets 35,662 32,545
------------ ------------
Total current assets 1,671,364 1,717,439
------------ ------------
FILM CONTRACT AND, IN 1995, PREPAID BROADCAST
RIGHTS, less current portion 41,023 50,361
------------ ------------
PROPERTY AND EQUIPMENT, net 49,088 48,338
------------ ------------
INTANGIBLE ASSETS 316,761 323,752
------------ ------------
OTHER ASSETS 58,027 19,120
------------ ------------
$ 2,136,263 $ 2,159,010
============ ============
<FN>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
Page 3
<TABLE>
PART I -- FINANCIAL INFORMATION
BHC COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(UNAUDITED)
-------------------------------------
<CAPTION>
September 30, December 31,
1996 1995
------------ ------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
- ----------------------------------------
CURRENT LIABILITIES:
Film contracts payable within one year $ 101,710 $ 87,634
Accounts payable and accrued expenses 80,558 72,906
Income taxes payable 25,393 28,429
----------- ------------
Total current liabilities 207,661 188,969
----------- ------------
FILM CONTRACTS PAYABLE AFTER ONE YEAR 104,154 86,392
----------- ------------
OTHER LIABILITIES 9,598 6,504
----------- ------------
MINORITY INTEREST 94,596 95,252
----------- ------------
SHAREHOLDERS' INVESTMENT:
Class A common stock - par value $.01 per share;
authorized 200,000,000 shares; outstanding
6,492,808 shares 65 65
Class B common stock - par value $.01 per share;
authorized 200,000,000 shares; outstanding
18,000,000 shares 180 180
Retained earnings 1,775,925 1,779,560
Treasury stock, at cost (55,650) (6,493)
Adjustment to reflect marketable
securities at market value (266) 8,581
------------ ------------
1,720,254 1,781,893
------------ ------------
$ 2,136,263 $ 2,159,010
============ ============
<FN>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
Page 4
<TABLE>
BHC COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(UNAUDITED)
-----------------------------------------------
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
-------------------- --------------------
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
OPERATING REVENUES $ 107,125 $ 111,551 $ 329,090 $ 336,979
--------- --------- --------- ---------
OPERATING EXPENSES:
Television expenses 50,921 55,686 155,581 159,305
Selling, general and administrative 29,509 33,596 91,020 92,112
--------- --------- --------- ---------
80,430 89,282 246,601 251,417
--------- --------- --------- ---------
Operating income 26,695 22,269 82,489 85,562
--------- --------- --------- ---------
OTHER INCOME (EXPENSE):
Interest and other income 18,912 20,410 61,415 59,746
Equity in United Paramount
Network loss (38,909) (28,722) (106,653) (95,834)
--------- --------- --------- ---------
(19,997) (8,312) (45,238) (36,088)
--------- --------- --------- ---------
Income before income taxes
and minority interest 6,698 13,957 37,251 49,474
INCOME TAX PROVISION (CREDIT) 3,900 (6,600) 19,200 9,000
--------- --------- --------- ---------
Income before minority interest 2,798 20,557 18,051 40,474
MINORITY INTEREST (4,242) (2,732) (12,748) (11,005)
--------- --------- --------- ---------
Net income (loss) $ (1,444) $ 17,825 $ 5,303 $ 29,469
========= ========= ========= =========
AVERAGE OUTSTANDING COMMON SHARES 23,957 24,530 24,057 24,597
========= ========= ========= =========
NET INCOME (LOSS) PER SHARE $ (.06) $ .73 $ .22 $ 1.20
========= ========= ========= =========
<FN>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
Page 5
<TABLE>
BHC COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(UNAUDITED)
-----------------------------------------------
<CAPTION>
Nine Months
Ended September 30,
------------------------
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,303 $ 29,469
Adjustments to reconcile net income to net cash
provided from operating activities:
Film contract payments (68,064) (66,621)
Film contract amortization 63,487 65,030
Prepaid broadcast rights 6,090 3,639
Depreciation and other amortization 14,575 14,943
Equity in United Paramount Network loss 106,653 95,834
Minority interest 12,748 11,005
Other (1,688) 3,903
Changes in assets and liabilities:
Accounts receivable 12,238 14,268
Other assets 2,525 (4,797)
Accounts payable and other liabilities (1,152) 1,396
Income taxes (2,248) (24,643)
----------- -----------
Net cash provided from operating activities 150,467 143,426
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Dispositions (purchases) of marketable securities, net 154,571 (44,270)
Investment in United Paramount Network (100,854) (105,856)
Increase in other investments (43,201) (8,000)
Capital expenditures (8,334) (5,992)
Other (44) (18)
----------- -----------
Net cash provided from (used in)
investing activities 2,138 (164,136)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividend - (24,504)
Purchases of treasury stock (50,062) (16,929)
Capital transactions of subsidiary (21,604) (22,224)
----------- -----------
Net cash used in financing activities (71,666) (63,657)
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 80,939 (84,367)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 72,179 222,201
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 153,118 $ 137,834
=========== ===========
<FN>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
Page 6 BHC COMMUNICATIONS, INC.
------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------
1. PRINCIPLES OF CONSOLIDATION:
The accompanying condensed consolidated financial statements include
the accounts of BHC Communications, Inc. and its subsidiaries. BHC, a
majority owned (76% at September 30, 1996) subsidiary of Chris-Craft
Industries, Inc., operates eight television stations, three wholly owned
and five owned by United Television, Inc., 58% owned by BHC at September
30, 1996. The interest of UTV shareholders other than BHC in the net
income and net assets of UTV is set forth as minority interest in the
accompanying condensed consolidated statements of operations and condensed
consolidated balance sheets, respectively. Intercompany accounts and
transactions have been eliminated.
The financial information included herein has been prepared by BHC,
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, BHC 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 BHC'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:
In accordance with Statement of Financial Accounting Standards (SFAS)
No. 115, "Accounting for Certain Investments in Debt and Equity
Securities", BHC classifies its marketable securities as available-for-
sale.
At September 30, 1996, BHC's marketable securities, which consisted
substantially of U.S. Government securities, had a carrying value of
$1,261,235,000 and a fair value of $1,259,775,000. The difference of
$1,460,000 ($266,000 net of income taxes and minority interest) is
reflected as a reduction of shareholders' investment in the accompanying
condensed consolidated balance sheet. Of the investments in U.S.
Government securities, 90% mature within one year and all within two years.
At December 31, 1995, BHC's marketable securities, which consisted
substantially of U.S. Government securities, had a carrying value of
<PAGE>
Page 7
$1,413,465,000 and a fair value of $1,427,186,000. The difference of
$13,721,000 ($8,581,000 net of income taxes and minority interest) 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 fifth broadcast television
network which premiered in January 1995. BHC currently owns 100% of UPN,
and Paramount has an option exercisable through January 15, 1997 to acquire
an interest in UPN equal to that of BHC. The option price is equivalent to
approximately one-half of BHC's aggregate cash contributions to UPN through
the exercise date, plus interest.
UPN has been organized as a partnership, and BHC's partnership
interest is accounted for under the equity method. The carrying value of
such interest totalled a negative $3,672,000 at September 30, 1996 and
$2,121,000 at December 31, 1995 and is included in other liabilities and
other assets, respectively, in the accompanying condensed consolidated
balance sheets. UPN is still in its infancy, and the cost of developing
UPN is expected to remain significant for several years.
UPN's condensed consolidated statements of operations for the three
and nine months ended September 30, 1996 are as follows (in thousands):
Three Months Ended Nine Months Ended
September 30, 1996 September 30, 1996
------------ ------------
Operating revenues* $ 13,359 $ 38,423
Operating expenses* 50,466 142,220
---------- ----------
Operating loss (37,107) (103,797)
Other expense (1,802) (2,856)
---------- ----------
Loss before interest
on BHC advances (38,909) (106,653)
Interest on BHC advances
(eliminated in consolidation) (3,917) (9,688)
---------- ----------
Net loss $ (42,826) $ (116,341)
========== ==========
* With respect to certain of its programming, UPN derives no
revenue and incurs no programming expense.
<PAGE>
Page 8
4. SHAREHOLDERS' INVESTMENT:
As of September 30, 1996, there were outstanding 18,000,000 shares of
Class B common stock, all held by Chris-Craft, and 5,833,000 shares of
Class A common stock, after reflecting as treasury stock BHC's pro rata
interest in its Class A common shares held by UTV and 527,600 Class A
common shares purchased by BHC during 1996. In January 1996, BHC's Board
of Directors authorized the purchase of up to an additional 1,300,000
shares of Class A common stock. At September 30, 1996, 1,358,013 shares of
Class A common stock remain authorized for purchase.
Capital transactions of subsidiary, as set forth in the accompanying
condensed consolidated statements of cash flows, reflect purchases by UTV
of its common shares totalling $19,608,000 and $20,067,000 in the first
nine months of 1996 and 1995, respectively, net of proceeds from the
exercise of stock options, as well as UTV's dividend of $.50 per share in
both periods, all net of intercompany eliminations.
5. COMMITMENTS:
Commitments of BHC's television stations for film contracts entered
into but not available for broadcasting at September 30, 1996 aggregated
approximately $172.4 million, including $60.2 million applicable to UTV.
BHC also has a remaining commitment to invest over time up to $30.6
million, including $19.8 million applicable to UTV, in management buyout
limited partnerships.
BHC is expected to make significant expenditures developing UPN. See
Note 3.
<PAGE>
Page 9
BHC COMMUNICATIONS, INC.
------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
Liquidity and Capital Resources
- -------------------------------
BHC's financial position is strong and highly liquid. Cash and marketable
securities totalled $1.41 billion at September 30, 1996, and BHC has no
debt outstanding. BHC is currently expending significant funds to develop
the United Paramount Network, but cash flow provided from BHC's operating
activities has substantially exceeded BHC's UPN funding since the network's
January 1995 launch.
BHC's operating cash flow is generated primarily by its 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 $4.6
million and $1.6 million, respectively, in the first nine months of 1996
and 1995), and is dependent upon the mix of programs aired and payment
terms of the stations' contracts. Reflecting such $3.0 million variance
between the nine month periods of 1996 and 1995, broadcast cash flow
declined 15%, to $100.0 million from $117.8 million in 1995, while station
earnings declined 13%, 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.
BHC's cash flow additionally reflects earnings associated with its cash and
marketable securities. Cash and marketable securities totalled $1.41
billion at September 30, 1996, compared to $1.5 billion at December 31,
1995, which decrease includes a $15.2 million marketable securities net
valuation adjustment. Nine month operating cash flow of $150.5 million was
more than offset by UPN funding of $100.9 million and treasury stock
purchases by BHC and UTV totalling $73.2 million.
Special cash dividends of $2.00 per share, totalling $51.9 million, and
$1.00 per share, totalling $24.5 million, were paid on BHC's Class A and
Class B common stock, in January 1993 and April 1995, respectively. BHC has
no plan to pay regular dividends.
Since April 1990, BHC's Board of Directors has authorized the purchase of
up to 6,800,000 Class A common shares. Through September 30, 1996,
5,441,987 shares were purchased for a total cost of $345.5 million,
<PAGE>
Page 10
including $49.0 million in the first nine months of 1996. From 1993
through September 30, 1996, UTV purchased 1,248,276 of its common shares at
an aggregate cost of $74.7 million, and at September 30, 1996, 935,749 UTV
shares remained authorized for purchase.
BHC intends to expand its operations in the media, entertainment and
communications industries and to explore business opportunities in other
industries. BHC 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 fifth broadcast television network which premiered in January
1995. BHC currently owns 100% of UPN, and accounts for UPN under the equity
method, since Paramount has an option through January 15, 1997 to acquire
an interest in UPN equal to that of BHC. The option price is equivalent to
approximately one-half of BHC's aggregate cash contributions to UPN through
the exercise date, plus interest. BHC expenditures related to UPN totalled
$128.6 million in 1995 and $100.9 million in the first nine months of 1996.
UPN is still in its infancy, and the cost of developing UPN is expected to
remain significant for several years.
BHC's television stations make commitments for programming that will not be
available for telecasting until future dates. At September 30, 1996,
commitments for such programming totalled approximately $172.4 million,
including $60.2 million applicable to UTV. BHC also has a remaining
commitment to invest over time up to $30.6 million, including $19.8 million
applicable to UTV, in management buyout limited partnerships. BHC capital
expenditures generally have not been material in relation to its financial
position, and the related capital expenditure commitments at September 30,
1996 (including any related to UPN) were not material. BHC expects that
its expenditures for UPN, future film contract commitments and capital
requirements for its present business will be satisfied primarily from
operations, marketable securities or cash balances.
Results of Operations
- ---------------------
BHC recorded a third quarter net loss of $1,444,000, or $.06 per share,
compared to income of $17,825,000, or $.73 per share, in last year's third
quarter. BHC nine month net income declined to $5,303,000, or $.22 per
share, from last year's $29,469,000, or $1.20 per share. The declines
primarily reflect a larger start-up loss at BHC's United Paramount Network
and the reversal last year of $20,000,000 of state income taxes accrued in
prior years.
<PAGE>
Page 11
Demand for television advertising continued to be lackluster and market
share was lower in several of BHC's important markets and, accordingly, BHC
station group revenues declined 4% in the third quarter, to $104,987,000
from $109,627,000, and station earnings declined 8%, to $30,928,000 from
$33,697,000. Reflecting earnings growth at BHC's television production
subsidiaries, as well as the inclusion in last year's results of one time
costs totalling approximately $3,700,000 associated with establishing a
national sales representative subsidiary, operating income increased 20% to
$26,695,000 from last year's $22,269,000. For the first nine months of
1996, station group earnings declined 13%, to $97,946,000 from
$112,083,000, reflecting a 4% decline in station operating revenues.
Operating income for the period declined only 4%, to $82,489,000 from
$85,562,000, due to improved results at BHC's production subsidiaries and
the $3,700,000 of one time costs reflected in last year's operating income.
Reflecting costs associated with the expansion of UPN's prime time schedule
from two to three weekday evenings, the network's third quarter loss
increased to $38,909,000 from last year's $28,722,000, and its nine month
loss increased to $106,653,000 from last year's $95,834,000.
Interest and other income declined to $18,912,000 from $20,410,000 in the
third quarter, due mostly to lower interest rates, but increased to
$61,415,000 from $59,746,000 in the nine month period, primarily reflecting
marketable securities gains.
Income taxes in the 1995 periods reflect the reversal of $20,000,000 of
state income taxes accrued in 1989 and 1990, following the favorable
resolution of a routine audit.
Minority interest reflects the interest of shareholders other than BHC in
the net income of UTV, 58% owned at September 30, 1996 and 57% owned at
September 30, 1995.
<PAGE>
Page 12
BHC COMMUNICATIONS, INC.
------------------------
PART II. OTHER INFORMATION
--------------------------
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
27 Financial Data Schedule
(b) No report on Form 8-K was filed during the quarter for which
this report is filed.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
BHC COMMUNICATIONS, INC.
------------------------
(Registrant)
By: /s/ JOELEN K. MERKEL
-----------------------------
Joelen K. Merkel
Vice President and Treasurer
(Principal Accounting Officer)
Date: November 12, 1996
<PAGE>
Page 13
EXHIBIT INDEX
Incorporated by
Reference to: Exhibit No. Exhibit
- ------------- ----------- -------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM 10Q DATED
SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 153118
<SECURITIES> 1259775
<RECEIVABLES> 83666
<ALLOWANCES> 5916
<INVENTORY> 0
<CURRENT-ASSETS> 1671364
<PP&E> 138639
<DEPRECIATION> 89551
<TOTAL-ASSETS> 2136263
<CURRENT-LIABILITIES> 207661
<BONDS> 0
0
0
<COMMON> 245
<OTHER-SE> 1720009
<TOTAL-LIABILITY-AND-EQUITY> 2136263
<SALES> 0
<TOTAL-REVENUES> 329090
<CGS> 0
<TOTAL-COSTS> 246601
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 37251
<INCOME-TAX> 19200
<INCOME-CONTINUING> 5303
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5303
<EPS-PRIMARY> .22
<EPS-DILUTED> 0
</TABLE>
