1
EXHIBIT 13
BHC Communications, Inc. and Subsidiaries
Stock Price, Dividend and Related Information
- ---------------------------------------------
BHC Class A common stock is traded on the American Stock Exchange. The high and
low sales prices of these shares are shown below for the periods indicated. At
February 21, 1996, there were 6,935 holders of record of Class A common stock.
All BHC Class B common shares, which in general are nontransferable, are held
by Chris-Craft Industries, Inc., and, accordingly, there is no trading market
for such shares.
First Second Third Fourth
Quarter Quarter Quarter Quarter
- ----------------------------------------------------------------------------------
1995
High 75 3/4 81 1/4 93 1/4 95
Low 71 7/8 71 3/4 80 88 1/2
- ----------------------------------------------------------------------------------
1994
High 81 3/4 78 1/4 81 3/4 80 1/4
Low 73 5/8 72 1/2 75 3/4 70 1/8
- ----------------------------------------------------------------------------------
BHC paid a special cash dividend of $1.00 per share in April 1995. BHC has
no plan to pay regular dividends.
Quarterly Financial Information (Unaudited)
- -------------------------------------------
First Second Third Fourth
(In Thousands of Dollars Except per Share Data) Quarter Quarter Quarter Quarter Year
- ---------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1995
Operating revenues $ 104,475 $ 120,953 $ 111,551 $ 117,723 $ 454,702
Operating income 24,105 39,188 22,269 33,017 118,579
Equity in United Paramount Network loss (38,403) (28,709) (28,722) (33,469) (129,303)
Income before income taxes and
minority interest 6,299 29,218 13,957 22,285 71,759
Net income 390 11,254 17,825 7,588 37,057
Net income per share $ .02 $ .46 $ .73 $ .31 $ 1.51
YEAR ENDED DECEMBER 31, 1994
Operating revenues $ 95,968 $ 119,832 $ 107,259 $ 134,474 $ 457,533
Operating income 15,134 34,647 23,020 40,181 112,982
Equity in United Paramount Network loss- - - (159) (3,818) (3,977)
Income before income taxes and
minority interest 28,582 49,506 39,160 49,401 166,649
Net income 13,668 24,691 32,609 21,909 92,877
Net income per share $ .54 $ .99 $ 1.31 $ .88 $ 3.71
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2
BHC Communications, Inc. and Subsidiaries
Report of Independent Accountants
- ---------------------------------
[PRICE WATERHOUSE LLP LOGO] February 14, 1996
1177 Avenue of the Americas
New York, NY 10036
To the Board of Directors and
Shareholders of BHC Communications, 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 BHC
Communications, Inc. and its subsidiaries at December 31, 1995 and 1994, and
the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1995, 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 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
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3
Consolidated Balance Sheets
- ---------------------------
December 31,
--------------------------
(In Thousands of Dollars) 1995 1994
- -------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 72,179 $ 222,201
Marketable securities (substantially all U.S.
Government securities) 1,427,186 1,274,244
Accounts receivable, less allowance for
doubtful accounts of $5,643 and $6,742 89,988 96,681
Film contract and prepaid broadcast rights 95,541 89,245
Prepaid expenses and other current assets 32,545 54,153
- -------------------------------------------------------------------------------
Total current assets 1,717,439 1,736,524
- -------------------------------------------------------------------------------
FILM CONTRACT RIGHTS,
including deposits, less estimated portion
to be used within one year 50,361 59,228
- -------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT, at cost:
Land, buildings and improvements 36,626 35,465
Equipment 95,740 91,467
- -------------------------------------------------------------------------------
132,366 126,932
Less-Accumulated depreciation 84,028 77,917
- -------------------------------------------------------------------------------
48,338 49,015
- -------------------------------------------------------------------------------
INTANGIBLE ASSETS 323,752 333,074
- -------------------------------------------------------------------------------
OTHER ASSETS 19,120 10,622
- -------------------------------------------------------------------------------
$2,159,010 $2,188,463
===============================================================================
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4
BHC Communications, Inc. and Subsidiaries
December 31,
------------------------
1995 1994
- -------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Film contracts payable within one year $ 87,634 $ 81,696
Accounts payable and accrued expenses 72,906 70,834
Income taxes payable 28,429 55,782
- -------------------------------------------------------------------------------
Total current liabilities 188,969 208,312
- -------------------------------------------------------------------------------
FILM CONTRACTS PAYABLE AFTER ONE YEAR 86,392 89,048
- -------------------------------------------------------------------------------
OTHER LONG-TERM LIABILITIES 6,504 5,655
- -------------------------------------------------------------------------------
MINORITY INTEREST 95,252 95,564
- -------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 8)
SHAREHOLDERS' INVESTMENT:
Class A common stock-par value $.01 per share;
authorized 200,000,000 shares; outstanding
6,492,808 and 6,877,518 shares 65 69
Class B common stock-par value $.01 per share;
authorized 200,000,000 shares; outstanding
18,000,000 shares 180 180
Capital surplus - 29,611
Retained earnings 1,779,560 1,779,409
Treasury stock-129,786 and 125,030 Class A
common shares, at cost (6,493) (6,254)
Adjustment to reflect marketable securities
at market value 8,581 (13,131)
- -------------------------------------------------------------------------------
1,781,893 1,789,884
- -------------------------------------------------------------------------------
$2,159,010 $2,188,463
===============================================================================
The accompanying notes to consolidated financial statements are an integral
part of these statements.
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5
BHC Communications, Inc. and Subsidiaries
Consolidated Statements of Income
- ---------------------------------
Year ended December 31,
---------------------------------------------------------
(In Thousands Except per Share Data) 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------------------
OPERATING REVENUES $ 454,702 $ 457,533 $ 411,999
- ---------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Television expenses 214,223 232,635 230,088
Selling, general and administrative 121,900 111,916 102,649
- ----------------------------------------------------------------------------------------------------------------------------
336,123 344,551 332,737
- ----------------------------------------------------------------------------------------------------------------------------
Operating income 118,579 112,982 79,262
- ----------------------------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
Interest and other income 82,483 57,644 55,340
Equity in United Paramount Network loss (129,303) (3,977) -
Income associated with Time Warner Inc. securities - - 256,622
- ----------------------------------------------------------------------------------------------------------------------------
(46,820) 53,667 311,962
- ----------------------------------------------------------------------------------------------------------------------------
Income before provision for income taxes
and minority interest 71,759 166,649 391,224
PROVISION FOR INCOME TAXES 18,800 57,900 146,900
- ----------------------------------------------------------------------------------------------------------------------------
Income before minority interest 52,959 108,749 244,324
MINORITY INTEREST 15,902 15,872 20,038
- ----------------------------------------------------------------------------------------------------------------------------
Net income $ 37,057 $ 92,877 $ 224,286
- ----------------------------------------------------------------------------------------------------------------------------
NET INCOME PER SHARE $ 1.51 $ 3.71 $ 8.67
- ----------------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 24,549 25,007 25,882
- ----------------------------------------------------------------------------------------------------------------------------
The accompanying notes to consolidated financial statements are an integral
part of these statements.
5
6
BHC Communications, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
- -------------------------------------
Year ended December 31,
---------------------------------------------------------
(In Thousands Except per Share Data) 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 37,057 $ 92,877 $ 224,286
Adjustments to reconcile net income to net cash
provided from (used in) operating activities:
Film contract amortization 89,321 101,869 102,768
Film contract payments (90,994) (117,928) (147,557)
Prepaid broadcast rights 4,249 8,166 (34,426)
Depreciation and other amortization 19,833 20,355 20,430
Equity in United Paramount Network loss 129,303 3,977 -
Gain on disposition of Time Warner Inc. securities - - (219,373)
Minority interest 15,902 15,872 20,038
Other 1,543 4,167 (12,441)
Changes in assets and liabilities:
Accounts receivable 6,693 (11,305) (7,996)
Other assets 643 682 (828)
Accounts payable and other liabilities 5,728 4,932 1,384
Income taxes (22,028) 4,996 4,688
- ----------------------------------------------------------------------------------------------------------------------------
Net cash provided from (used in)
operating activities 197,250 128,660 (49,027)
- ----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Disposition of marketable securities 697,079 1,097,409 947,015
Purchase of marketable securities (811,540) (941,400) (927,268)
Investment in United Paramount Network (128,585) (6,815) -
Capital expenditures, net (9,839) (8,242) (10,835)
Other (8,782) (429) (11,315)
- ----------------------------------------------------------------------------------------------------------------------------
Net cash provided from (used in) investing activities (261,667) 140,523 (2,403)
- ----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock (30,504) (73,449) (25,428)
Capital transactions of subsidiary (30,597) (8,904) (8,760)
Payment of special dividend (24,504) - (51,893)
- ----------------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities (85,605) (82,353) (86,081)
- ----------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (150,022) 186,830 (137,511)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 222,201 35,371 172,882
- ----------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 72,179 $ 222,201 $ 35,371
============================================================================================================================
The accompanying notes to consolidated financial statements are an integral
part of these statements.
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7
BHC Communications, Inc. and Subsidiaries
Consolidated Statements of Shareholders' Investment
- ---------------------------------------------------
Treasury
Outstanding Shares Shares Dollar Amount (In Thousands)
------------------------------- ----------------------------------------------------------------
Market
Class A Class B Class A Class A Class B Capital Retained Treasury Valuation
Common Common Common Common Common Surplus Earnings Stock Account
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT
DECEMBER 31, 1992 8,172,808 18,000,000 (119,820) $82 $180 $133,934 $1,462,246 $ (5,994) $ -
Net income - - - - - - 224,286 - -
Acquisition of
treasury stock - - (449,390) - - - - (33,307) -
Retirement of
treasury stock (449,390) - 449,390 (5) - (33,302) - 33,307 -
Capital transactions
of subsidiary - - (3,171) - - (2,450) - (156) -
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT
DECEMBER 31, 1993 7,723,418 18,000,000 (122,991) 77 180 98,182 1,686,532 (6,150) -
Net income - - - - - - 92,877 - -
Acquisition of
treasury stock - - (845,900) - - - - (65,818) -
Retirement of
treasury stock (845,900) - 845,900 (8) - (65,810) - 65,818 -
Capital transactions
of subsidiary - - (2,039) - - (2,761) - (104) -
Marketable securities
valuation adjustment - - - - - - - (13,131)
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT
DECEMBER 31, 1994 6,877,518 18,000,000 (125,030) 69 180 29,611 1,779,409 (6,254) (13,131)
Net income - - - - - - 37,057 - -
Dividend on common
stock - $1.00 per share - - - - - - (24,604) - -
Acquisition of treasury stock - - (384,710) - - - - (31,279) -
Retirement of
treasury stock (384,710) - 384,710 (4) - (18,973) (12,302) 31,279 -
Capital transactions
of subsidiary - - (4,756) - - (10,638) - (239) -
Marketable securities
valuation adjustment - - - - - - - - 21,712
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT
DECEMBER 31, 1995 6,492,808 18,000,000 (129,786) $65 $180 $ - $1,779,560 $ (6,493) $ 8,581
====================================================================================================================================
The accompanying notes to consolidated financial statements are an integral
part of these statements.
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8
BHC Communications, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
- ------------------------------------------
NOTE 1
- -------------------------------------------------------------------------------
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
(A) BUSINESS AND BASIS OF PRESENTATION
BHC Communications, Inc. is a majority owned (73.9% at December 31, 1995 and
72.7% at December 31, 1994) subsidiary of Chris-Craft Industries, Inc. BHC's
primary business is television broadcasting, conducted through wholly owned
subsidiaries, which operate three television stations, and through majority
owned (57.3% at December 31, 1995 and 55.2% at December 31, 1994) United
Television, Inc. (UTV), which operates five television stations.
BHC, through subsidiaries, currently owns 100% of the partnership that
operates the United Paramount Network (UPN), a fifth broadcast network which
premiered in January 1995. Viacom Inc.'s Paramount Television Group has an
option to acquire an interest in UPN equal to that of BHC, and BHC accordingly
accounts for its UPN partnership interest under the equity method.
The accompanying consolidated financial statements include the accounts
of BHC and its subsidiaries, after elimination of all significant intercompany
accounts and transactions. 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
Consolidated Statements of Income and Consolidated Balance Sheets, respectively.
Preparation of financial statements in accordance with generally accepted
accounting principles requires the use of management estimates. Certain prior
year amounts have been restated to conform with the 1995 presentation.
(B) FINANCIAL INSTRUMENTS
Cash and cash equivalents totalled $72,179,000 at December 31, 1995 and
$222,201,000 at December 31, 1994. Cash equivalents are money market
securities having maturities at time of purchase not exceeding three months.
The fair value of cash equivalents approximates carrying value, reflecting
their short maturities.
Effective January 1, 1994, BHC adopted Statement of Financial Accounting
Standards No. 115 (SFAS 115), "Accounting for Certain Investments in Debt and
Equity Securities". Under SFAS 115, all of BHC's marketable securities have
been categorized as available for sale and are carried at fair market value.
Since marketable securities are available for current operations, all are
included in current assets as follows:
Gross Unrealized
(In Thousands) Cost Gains Losses Fair Value
- --------------------------------------------------------------------------
December 31, 1995:
U.S. Government
securities $1,328,855 $ 4,986 $ 925 $1,332,916
Other 84,610 9,870 210 94,270
- --------------------------------------------------------------------------
$1,413,465 $14,856 $ 1,135 $1,427,186
==========================================================================
December 31, 1994:
U.S. Government
securities $1,239,691 $ 87 $23,611 $1,216,167
Other 59,631 439 1,993 58,077
- --------------------------------------------------------------------------
$1,299,322 $ 526 $25,604 $1,274,244
==========================================================================
Of the U.S. Government securities held at December 31, 1995, 83% mature
within one year, 96% within two years, and all within four years.
Certain additional information related to BHC's marketable securities as
of and for the years ended December 31, 1995 and 1994 is as follows:
- --------------------------------------------------------------------------
(In Thousands) 1995 1994
---------------------------
Sales proceeds $697,079 $1,097,409
Realized gains 2,356 1,193
Realized losses 4,690 7,734
Net unrealized gain (loss) 13,721 (25,078)
Adjustment for unrealized gain (loss),
net of deferred income taxes and
minority interest $ 8,581 $ (13,131)
==========================================================================
For purposes of computing gains and losses, cost was determined using
the specific identification method.
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9
BHC Communications, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
- ------------------------------------------
(C) FILM CONTRACTS
BHC's television stations own film contract rights which allow generally
for limited showings of films and syndicated programs. Film contract rights
and related liabilities are recorded when the programming becomes available
for telecasting.
Contracts are amortized over the estimated number of showings, using
primarily accelerated methods as films are used, based on management's
estimates of the flow of revenue and ultimate total cost for each contract. In
the opinion of management, future revenue derived from airing programming will
be sufficient to cover related unamortized rights balances at December 31,
1995. 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. The
approximate future maturities of film contracts payable after one year at
December 31, 1995, are $50,784,000, $24,272,000, $7,551,000 and $3,785,000 in
1997, 1998, 1999 and thereafter, respectively. The net present value at
December 31, 1995, of such payments, based on an 8.5% discount rate, was
approximately $72,330,000. See Note 8.
(D) DEPRECIATION AND AMORTIZATION
Depreciation of property and equipment is generally provided on the
straight-line method over the estimated useful lives of the assets, except that
leasehold improvements are amortized over the lives of the respective leases,
if shorter.
(E) INTANGIBLE ASSETS
Intangible assets reflect the excess of the purchase prices of businesses
acquired over net tangible assets at dates of acquisition. Amounts primarily
relate to television station WWOR, which was acquired in 1992, and are being
amortized on a straight-line basis over 40 year periods. Accumulated
amortization of intangible assets totalled $47,333,000 at December 31, 1995 and
$38,011,000 at December 31, 1994.
(F) REVENUE RECOGNITION AND
BARTER TRANSACTIONS
Revenue is recognized upon broadcast of television advertising. The
estimated fair value of goods or services received in barter (nonmonetary)
transactions, most of which relate to the acquisition of programming, is
recognized as revenue when the air time is used by the advertiser. Barter
revenue totalled $46,039,000 in 1995, $47,201,000 in 1994 and $43,231,000 in
1993. Barter expense in each year approximated barter revenue.
(G) SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for income taxes totalled $46,300,000 in 1995, $52,900,000 in 1994
and $142,074,000 in 1993.
NOTE 2
- -------------------------------------------------------------------------------
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; payment may be deferred through the option expiration date.
UPN has been organized as a partnership, and BHC accounts for its partner
interest under the equity method. The carrying value of such interest, which
reflects BHC fundings of $128,585,000 in 1995 and $6,815,000 in 1994, less UPN
losses, totalled $2,121,000 at December 31, 1995 and $2,838,000 at December 31,
1994, and is included in Other Assets on the accompanying Consolidated Balance
Sheets. UPN is still in its infancy, and the cost of developing UPN is expected
to remain significant for several years.
9
10
BHC Communications, Inc. and Subsidiaries
Condensed consolidated financial statements of UPN as of and for the
year ended December 31, 1995 are as follows:
(In Thousands)
- -------------------------------------------------------
BALANCE SHEET
Current assets $ 22,616
Property and equipment, net 1,225
Other assets 3,941
- -------------------------------------------------------
$ 27,782
=======================================================
Current liabilities $ 25,661
Advances due BHC 109,935
Partners' deficit (107,814)
- -------------------------------------------------------
$ 27,782
=======================================================
- -------------------------------------------------------
STATEMENT OF OPERATIONS
Operating revenues* $ 30,376
Operating expenses* 159,116
- -------------------------------------------------------
Operating loss (128,740)
Other expenses (563)
- -------------------------------------------------------
Loss before interest on BHC advances (129,303)
Interest on BHC advances
(eliminated in consolidation) (4,535)
- -------------------------------------------------------
Net loss $(133,838)
=======================================================
* With respect to certain of its programming, UPN derives no revenue and incurs
no programming expense.
NOTE 3
- -------------------------------------------------------------------------------
INTERESTS IN WARNER COMMUNICATIONS INC. AND
TIME WARNER INC.:
From 1984 to 1989, BHC was the largest shareholder of Warner
Communications Inc. Pursuant to the merger of Warner and Time Warner Inc., BHC
in 1989 and 1990 disposed of its Warner interest for cash and Time Warner
securities, and BHC recorded pretax gains totalling $1.9 billion on those
dispositions. In 1993, BHC disposed of its then remaining Time Warner
securities, and income associated with such securities is included in the
accompanying 1993 Consolidated Statement of Income as follows:
(In Thousands)
- -------------------------------------------------------------
Gain on disposition, after expense of $2,905 $219,373
Dividend income 14,672
Interest income 22,577
- -------------------------------------------------------------
$256,622
=============================================================
Expense deducted from the gain on disposition consists of Chris-Craft
compensation expense reimbursed by BHC pursuant to its management agreement
with Chris-Craft.
NOTE 4
- -------------------------------------------------------------------------------
ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
Accounts payable and accrued expenses consist of the following:
December 31,
-----------------------------
(In Thousands) 1995 1994
- -------------------------------------------------------------------------------
Accounts payable $ 9,114 $ 8,799
Payable for securities purchased 1,023 248
Accrued expenses-
Deferred barter revenue 29,660 32,601
Payroll and compensation 16,992 15,042
Other 16,117 14,144
- -------------------------------------------------------------------------------
$72,906 $70,834
===============================================================================
NOTE 5
- -------------------------------------------------------------------------------
SHAREHOLDERS' INVESTMENT:
Each share of Class B common stock, all of which is held by Chris-Craft,
entitles the holder to ten votes (Class A common stock entitles the holder to
one vote per share), is convertible at all times into Class A common stock on a
share-for-share basis, is not transferable except to specified persons and in
general carries the same per share dividend
10
11
BHC Communications, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
- ------------------------------------------
and liquidation rights as Class A common stock, except that the Board of
Directors may in its discretion declare greater cash dividends per share on the
Class A common stock than on the Class B common stock.
From 1990, when BHC became a public company, through December 31, 1995,
BHC purchased 4,914,387 shares of its Class A common stock at an aggregate cost
of $296,496,000. Chris-Craft's ownership interest in BHC during that period
accordingly increased to 73.9% (representing 96.6% of BHC's voting power) from
60%. At December 31, 1995, 585,613 Class A common shares were authorized for
purchase, and an additional 1,300,000 shares subsequently have been authorized
for purchase.
Capital transactions of subsidiary, as set forth in the accompanying
Consolidated Statements of Cash Flows and Consolidated Statements of
Shareholders' Investment, reflect purchases by UTV of its common shares
totalling $28,440,000 in 1995, $8,904,000 in 1994 and $8,760,000 in 1993, net
of proceeds from the exercise of stock options, as well as UTV's 1995 dividend
of $.50 per share, all net of intercompany eliminations and minority interest.
NOTE 6
- -------------------------------------------------------------------------------
RETIREMENT PLANS:
Chris-Craft and UTV maintain noncontributory defined benefit pension plans
covering substantially all their employees. Benefits accrue annually based on
compensation paid to participants each year. The funding policy is to
contribute annually to the plans amounts sufficient to fund current service
costs and to amortize any unfunded accrued liability over periods not to exceed
30 years. BHC pension expense, including amounts accrued in Chris-Craft and UTV
nonqualified plans for retirement benefits in excess of statutory limitations,
totalled $3,096,000 in 1995, $2,021,000 in 1994, and $1,654,000 in 1993.
It is not practical to determine which assets of the Chris-Craft pension
plan relate to BHC. The estimated funded status of the Chris-Craft and UTV
plans in which BHC participates was as follows:
December 31,
-------------------------------
(In Thousands) 1995 1994
- -----------------------------------------------------------------------------------------
Actuarial present value of:
Vested benefit obligation $(26,210) $(23,261)
Nonvested benefit obligation (1,932) (1,558)
- -----------------------------------------------------------------------------------------
Accumulated benefit obligation (28,142) (24,819)
Effect of projected compensation
increases (11,513) (7,655)
- -----------------------------------------------------------------------------------------
Projected benefit obligation (39,655) (32,474)
Fair value of plan assets
(primarily listed securities and
temporary investments) 24,366 19,774
- -----------------------------------------------------------------------------------------
Excess (15,289) (12,700)
Unrecognized net asset at date of
initial application of SFAS No. 87,
being amortized over 15 years (234) (283)
Unrecognized net loss from past
experience being amortized over
15 years 2,090 2,637
- -----------------------------------------------------------------------------------------
Pension liability $(13,433) $(10,346)
=========================================================================================
Assumptions used in accounting for pension plans for each year presented
are as follows:
- -----------------------------------------------------------------------------------------
Discount rate at end of year 7.25%
Rate of increase in future compensation levels 4.50%
Expected long-term rate of return on assets 7.75%
The aggregate BHC expense of other retirement plans in which its employees
participate, primarily stock purchase and profit sharing plans of Chris-Craft
and UTV and related accruals in the nonqualified retirement plans mentioned
above, totalled $6,307,000 in 1995, $4,877,000 in 1994 and $4,977,000 in 1993.
11
12
BHC Communications, Inc. and Subsidiaries
NOTE 7
- --------------------------------------------------------------------------------
INCOME TAXES:
Effective January 1, 1993, BHC adopted Statement of Financial Accounting
Standards No. 109 (SFAS 109), "Accounting for Income Taxes", under which
deferred income tax amounts reflect the expected future tax consequences
arising from temporary differences in the bases of assets and liabilities for
financial accounting and income tax purposes. The cumulative effect of adoption
of SFAS 109, the amount of which is immaterial, is included in the 1993
provision for income taxes.
Income taxes are provided in the accompanying Consolidated Statements
of Income as follows:
Year Ended December 31,
-------------------------------------------
(In Thousands) 1995 1994 1993
- -----------------------------------------------------------------------------------------------
Current (including effect
of adoption in 1993):
Federal $ 23,300 $48,625 $127,450
State (13,700) (8,600) 15,975
- -----------------------------------------------------------------------------------------------
9,600 40,025 143,425
- -----------------------------------------------------------------------------------------------
Deferred:
Federal 8,200 16,275 1,450
State 1,000 1,600 2,025
- -----------------------------------------------------------------------------------------------
9,200 17,875 3,475
- -----------------------------------------------------------------------------------------------
$ 18,800 $57,900 $146,900
===============================================================================================
Following the favorable resolution of routine audits in each year, state
income taxes in 1995 and 1994 reflect $20,000,000 reversals of amounts accrued
in 1989 and 1990.
Differences between income taxes at the federal statutory income tax
rate and total income taxes provided are as follows:
December 31,
-------------------------------------------
(In Thousands) 1995 1994 1993
- -----------------------------------------------------------------------------------------------
Taxes at federal
statutory rate $25,115 $58,327 $136,928
State income taxes, net (8,223) (4,559) 11,692
Amortization of intangible
assets 3,151 3,151 3,198
Dividend exclusion (764) (447) (3,984)
Enacted rate change
(to 35% from 34%) - - (1,129)
Other (479) 1,428 195
- -----------------------------------------------------------------------------------------------
$18,800 $57,900 $146,900
===============================================================================================
Deferred tax assets and deferred tax liabilities reflect the tax effect
of the following differences between financial statement carrying amounts and
tax bases of assets and liabilities:
December 31,
-----------------------
(In Thousands) 1995 1994
- ----------------------------------------------------------------------------------------------
Accrued liabilities not deductible
until paid $ 6,976 $14,400
Allowance for doubtful accounts 2,138 2,671
Film contract rights 3,974 6,870
Investments 4,117 1,652
SFAS 115 adjustment - 9,950
Other 616 396
- ----------------------------------------------------------------------------------------------
Deferred tax assets 17,821 35,939
- ----------------------------------------------------------------------------------------------
Property and equipment (3,143) (3,698)
SFAS 115 adjustment (9,044) -
Other (823) (653)
- ----------------------------------------------------------------------------------------------
Deferred tax liabilities (13,010) (4,351)
- ----------------------------------------------------------------------------------------------
Net deferred tax assets $ 4,811 $31,588
==============================================================================================
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13
BHC Communciations, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
- ------------------------------------------
NOTE 8
- --------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES:
The aggregate amount payable by BHC's television stations 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, totalled $166,200,000 at December 31,
1995 (including $40,400,000 applicable to UTV).
BHC is expected to make significant expenditures developing UPN. See
Note 2.
BHC is a party to various pending legal proceedings arising in the
ordinary course of business. In the opinion of management, after taking into
account the opinion of counsel with respect thereto, the ultimate resolution of
these matters should not have a material effect on BHC's consolidated financial
position or results of operations.
NOTE 9
- --------------------------------------------------------------------------------
RELATED PARTY TRANSACTIONS:
Included in selling, general and administrative expenses are management fees
BHC paid Chris-Craft of $8,000,000 in 1995, $11,000,000 in 1994 and $8,000,000
in 1993, and management and directors' fees UTV paid Chris-Craft totalling
$570,000 in 1995, $570,000 in 1994 and $549,000 in 1993.
The management contract between BHC and Chris-Craft additionally
provides for the reimbursement by BHC to Chris-Craft of expenses incurred by
Chris-Craft specifically relating to BHC, including compensation payable by
Chris-Craft to its employees with respect to any extraordinary financial
results of BHC. In connection with the 1993 disposition of Time Warner
securities, which resulted in gains before income taxes and minority interest
of approximately $219 million, BHC reimbursed Chris-Craft $2,905,000 for
compensation expense payable by Chris-Craft with respect to such disposition.
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14
BHC Communications, Inc. and Subsidiaries
Selected Financial Data
- -----------------------
As of and for the Year Ended December 31,
---------------------------------------------------------------------
(In Thousands of Dollars Except per Share Data) 1995 1994 1993 1992 1991
- ---------------------------------------------------------------------------------------------------------------------------------
Operating revenues $ 454,702 $ 457,533 $ 411,999 $ 307,883 $ 262,568
================================================================================================================================
Operating income $ 118,579 $ 112,982 $ 79,262 $ 22,362 $ 517
Interest and other income 82,483 57,644 55,340 36,374 57,311
Equity in United Paramount Network loss (129,303) (3,977) - - -
Income associated with Time Warner securities - - 256,622 94,059 87,657
Income taxes (18,800) (57,900) (146,900) (36,100) (34,900)
Minority interest (15,902) (15,872) (20,038) (7,400) (2,470)
- --------------------------------------------------------------------------------------------------------------------------------
Net income $ 37,057 $ 92,877 $ 224,286 $ 109,295 $ 108,115
================================================================================================================================
Net income per share $ 1.51 $ 3.71 $ 8.67 $ 4.09 $ 3.89
Cash dividends declared per share 1.00 - - 2.00 -
Cash and current marketable securities 1,499,365 1,496,445 1,506,529 966,582 931,350
Film contract rights 145,902 148,473 186,079 187,518 165,029
Noncurrent marketable securities - - - 450,022 732,740
Total assets 2,159,010 2,188,463 2,241,538 2,135,038 2,012,203
Long-term debt - - - - -
Shareholders' investment 1,781,893 1,789,884 1,778,821 1,590,448 1,620,860
Book value per share $ 73.14 $ 72.31 $ 69.49 $ 61.05 $ 58.88
14
15
BHC Communications, Inc. and Subsidiaries
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 $1.5 billion at December 31, 1995, 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,
$197.3 million in 1995, substantially exceeded BHC's 1995 UPN funding of $128.6
million.
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 $1.7 million and
$16.1 million, respectively, in 1995 and 1994), and is dependent upon the mix
of programs aired and payment terms of the stations' contracts. Reflecting such
$14.4 million variance between 1995 and 1994, broadcast cash flow increased
10%, to $159.3 million from $144.7 million in 1994, while station earnings rose
less than 1%. 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 $1.5 billion
at December 31, 1995, virtually unchanged from December 31, 1994. BHC operating
cash flow of $197.3 million in 1995 was offset by UPN funding of $128.6
million, treasury stock purchases by BHC and UTV totalling $61.0 million and
payment of the 1995 special dividend described below.
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 December 31, 1995, 4,914,387
shares were purchased for a total cost of $296.5 million, including $31.3
million in 1995. From 1993 through 1995, UTV purchased 991,776 of its common
shares at an aggregate cost of $51.5 million, and at December 31, 1995,
1,192,249 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. 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 December 31, 1995,
commitments for such programming totalled approximately $166.2 million,
including $40.4 million applicable to UTV. BHC also has a commitment to invest
over time up to $65 million, including $40 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 December 31, 1995 (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.
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16
BHC Communications, Inc. and Subsidiaries
RESULTS OF OPERATIONS
1995 VERSUS 1994
BHC 1995 operating results reflect record station group earnings and a
substantial increase in interest income. However, as expected, start-up losses
at BHC's United Paramount Network lowered net income to $37,057,000, or $1.51
per share, compared to $92,877,000, or $3.71 per share, in 1994. Net income
excluding UPN rose 22%, to $116,660,000, or $4.75 per share, from $95,354,000,
or $3.81 per share.
Television station earnings rose to $151,382,000, just above 1994's record
earnings of $150,647,000. A 6% reduction in station programming expenses more
than offset a 2% decline in station operating revenues. The decline in full
year station operating revenues, to $450,239,000 from $457,533,000 in 1994,
reflects disappointing softness in the 1995 fourth quarter television
advertising market, which contributed to a 14% decline in BHC stations'
operating revenues in that period. While early 1996 demand for television
advertising time remains sluggish, the Olympic Games and political contests in
1996 should have a positive impact on rates later in the year.
BHC operating income rose 5% in 1995, to a record $118,579,000 from
$112,982,000 in 1994, as the modest increase in station earnings was augmented
by decreases totalling $8.5 million in program development expenses
and Chris-Craft management fee expense. Operating income would have risen even
further except for one-time expenses of approximately $3.7 million incurred
establishing BHC's national sales representative subsidiary, United Television
Sales, Inc.
Interest and other income increased to $82,483,000 in 1995 from
$57,644,000 in 1994, primarily reflecting higher interest rates earned on BHC's
money market portfolio.
UPN incurred start-up losses of $129,303,000 in 1995, about as
expected, compared to the network's 1994 pre-launch loss of $3,977,000. BHC
accounts for its interest in UPN under the equity method. UPN is expected to
incur substantial start-up losses for several more years.
Income tax provisions for 1995 and 1994 are net of $20,000,000
reversals of state income taxes accrued in 1989 and 1990, following the
favorable resolution in each year of routine audits. Excluding the effect of
such reversals, BHC's effective income tax rate would have been 44% in 1995 and
43% in 1994, compared with the respective actual rates of 26% and 35%.
Minority interest reflects the interest of shareholders other than BHC
in the net income of UTV, 57% owned at December 31, 1995 and 55% owned at
December 31, 1994.
Earnings per share amounts vary favorably to related dollar amounts,
reflecting the reduction in average common shares outstanding, from 25,882,000
in 1993 to 25,007,000 in 1994 and 24,549,000 in 1995, resulting from open
market purchases by BHC of its Class A common shares.
1994 VERSUS 1993
BHC's television station group achieved record operating results in
1994. The substantial increase in station earnings, together with a reversal of
previously accrued income taxes, brought 1994 net income to $92,877,000, or
$3.71 per share, 32% greater than 1993 income of $70,299,000, or $2.72 per
share, excluding income associated with BHC's former holdings of Time Warner
securities. Net income in 1993, including Time Warner income, was $224,286,000,
or $8.67 per share.
A strong national economy and heavy political spending fueled demand for
television advertising in 1994. BHC's television station group posted a strong
11% increase in operating revenues, to a record $457,533,000 from $411,999,000
in 1993. After a 2% decline in their programming expenses, television station
earnings increased 44%, easily surpassing 1993's record. Operating income in
1994 rose 43%, to a record $112,982,000 from 1993's $79,262,000, even after
increases of approximately $12,000,000 in other operating expenses, primarily
the management fee paid Chris-Craft and program development expense.
Interest and other income, excluding amounts associated with Time Warner
securities, rose to $57,644,000 from $55,340,000 in 1993. A significant
increase in interest income, reflecting the placement of Time Warner proceeds
in money market instruments, was partially offset by 1993 marketable securities
gains.
16