-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RkutrRPupgij70ZCvz+8XBhJc+QTA5PaonFHK3up4rh6uxLfYOu/6taRmlrTLxPP ecDrVLCU9l8DRshQwTbefw== 0000950128-98-000743.txt : 19980504 0000950128-98-000743.hdr.sgml : 19980504 ACCESSION NUMBER: 0000950128-98-000743 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980430 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980430 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CBS CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-00977 FILM NUMBER: 98606187 BUSINESS ADDRESS: STREET 1: WESTINGHOUSE BLDG STREET 2: 11 STANWIX STREET CITY: PITTSBURGH STATE: PA ZIP: 15222-1384 BUSINESS PHONE: 4122442000 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC & MANUFACTURING CO DATE OF NAME CHANGE: 19710510 8-K 1 CBS CORPORATION 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 1998 Commission file number 1-977 ----- CBS CORPORATION --------------- (Exact name of registrant as specified in its charter) PENNSYLVANIA 25-0877540 ------------ ---------- (State or other jurisdiction (I.R.S. Employer of incorporation) Identification Number) 51 West 52nd Street, New York, NY 10019 --------------------------------------- (Address of principal executive offices; zip code) (212) 975-4321 -------------- (Registrant's Telephone No., including area code) 2 Item 5. Other Events On April 30, 1998, the Registrant issued a press release concerning earnings for the quarter ended March 31, 1998. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein. A copy of the consolidated statement of income for the first quarter of 1998 and 1997 is attached hereto as Exhibit 99.2 and is incorporated herein in its entirety. A copy of the Segment information for the first quarter of 1998 and 1997 is attached hereto as Exhibit 99.3 and is incorporated herein in its entirety. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Exhibit No. 99.1 Press release concerning earnings of the Registrant for the quarter ended March 31, 1998 is filed as Exhibit 99.1 to this Report. 99.2 Condensed Consolidated Statement of Income for the first quarter of 1998 and 1997 is filed as Exhibit 99.2 to this Report. 99.3 Segment Results for the first quarter of 1998 and 1997 is filed as Exhibit 99.3 to this Report. 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 hereunto duly authorized. CBS CORPORATION (Registrant) By: /s/ CAROL V. SAVAGE -------------------------- Carol V. Savage Vice President, Finance Date: April 30, 1998 3 EXHIBIT INDEX Exhibit No. Description Sequential Page No. - ----------- ----------- ------------------- 99.1 Press Release 99.2 Condensed Consolidated Statement of Income for the first quarter of 1998 and 1997. 99.3 Segment Results for the first quarter of 1998 and 1997. EX-99.1 2 CBS CORPORATION 1 Exhibit 99.1 [CBS Corporation Logo] 61 WEST 52 STREET NEW YORK, NEW YORK 10019-6188 April 30, 1998 CBS CORPORATION REPORTS FIRST QUARTER RESULTS EBITDA UP 195% OVER LAST YEAR'S QUARTER TELEVISION STATION REVENUE UP NEARLY 50%; EBITDA UP 94% ALL SEGMENTS REPORT REVENUE AND EBITDA IMPROVEMENT NEW YORK, April 30, 1998 -- CBS Corporation (NYSE:CBS) reported increases in revenue and earnings across all business segments for the first quarter of 1998 compared to the first quarter of 1997. Revenues for the Company increased 47% while earnings before interest, taxes, depreciation and amortization (EBITDA) increased threefold to $271 million in the first quarter of 1998 from $92 million in the first quarter of 1997. The Company reported net income of $19 million or $.03 per share compared to a net loss of $151 million or a loss of $.28 per share for the 1997 quarter. Commenting on the Company's performance for the quarter, Mel Karmazin, CBS President and Chief Operating Officer, said: "We're pleased to see improvements in all segments. The Company's Station Group had record operating results with each of the divisions - radio, outdoor and television - contributing to the results. The Radio Group, including the outdoor division, significantly outperformed the industry growth and, excluding the benefits from the Olympics, the Television Stations Group also substantially outperformed the television industry growth." Mr. Karmazin added: "We expect to continue to make improvements in both the television stations as well as the Network. In addition, we look forward to closing our acquisition of American Radio shortly, which will expand our Radio Group into additional attractive high growth markets." The Station Group reported its fifth consecutive quarter of double digit revenue and EBITDA growth. The Radio Group, which includes TDI, its outdoor advertising business, reported revenues and EBITDA, on a proforma basis, up 12% and 26%, respectively. The Television Stations Group's revenues and EBITDA were up 49% and 94%, respectively, with strong growth across all Owned and Operated Television stations, particularly in the top six markets. 2 (More) CBS Corporation...2 The Television Network's EBITDA improved to a profit of $52 million from a loss of $46 million last year on revenue growth of 55%, mainly due to the Olympic broadcast. The Network results, excluding the impact of sports, improved over last year's first quarter led by better performance in daytime and news and lower costs. On a proforma basis, the Cable Group reported a 14% increase in revenue and a slight increase in EBITDA from the year-ago quarter. The newly acquired cable networks, The Nashville Network (TNN) and Country Music Television (CMT), had double digit revenue and EBITDA growth for the quarter. Improvement from the cable networks was partially offset by lower results for the network services business and startup costs for Eye On People, launched in March 1997. Michael H. Jordan, CBS Chairman and Chief Executive Officer, in commenting on the quarter said: "The first quarter results clearly demonstrate the effectiveness of our strategy in building the CBS Corporation portfolio. Our strong local market franchises - radio, TV stations and outdoor - continue to outpace the industry and are being further supported by an improving CBS Television Network and major events. We look forward to the return of the NFL to CBS which we expect will further enhance our TV station performance." * * * * Note: Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Reference is made to the Company's Annual Report on From 10-K for the 1997 fiscal year filed with the Securities and Exchange Commission for additional information concerning such risks and uncertainties. * * * Contacts: Jack Bergen (N.Y.) 212/975-3835 Gil Schwartz (N.Y.) 212/975-2121 EX-99.2 3 CBS CORPORATION 1 Exhibit 99.2 CBS CORPORATION EARNINGS INFORMATION FIRST QUARTER (unaudited)
(in millions except per share data) Three Months Ended March 31 ------------------------- 1998 1997 ------------------------- Sales and operating revenues $ 1,949 $ 1,326 Operating expenses (1,645) (1,240) Depreciation and amortization (130) (105) Residual costs of discontinued businesses (38) (35) ------- ------- Operating costs and expenses (1,813) (1,380) ------- ------- Operating profit (loss) 136 (54) Other income and expenses, net 5 41 Interest expense (75) (101) ------- ------- Income (loss) from Continuing Operations before income taxes and minority interest 66 (114) Income tax benefit (expense) (47) 22 Minority interest -- 1 ------- ------- Income (loss) from Continuing Operations 19 (91) ------- ------- Discontinued Operations, net of income taxes: Loss from Discontinued Operations -- (60) Estimated gain (loss) on disposal of Discontinued Operations -- -- ------- ------- Loss from Discontinued Operations -- (60) ------- ------- Net Income (loss) $ 19 ($ 151) ======= ======= Dividend requirements for Series C preferred stock -- 12 Net income (loss) applicable to common stock $ 19 ($ 163) ======= ======= Average shares outstanding - basic 698 589 Average shares outstanding - diluted 718 589 Basic earnings (loss) per common share: Continuing Operations $ 0.03 ($ 0.18) Discontinued Operations $ 0.00 ($ 0.10) ------- ------- Basic earnings (loss) per common share $ 0.03 ($ 0.28) ======= ======= Diluted earnings (loss) per common share: Continuing Operations $ 0.03 ($ 0.18) Discontinued Operations $ 0.00 ($ 0.10) ------- ------- Diluted earnings (loss) per common share $ 0.03 ($ 0.28) ======= =======
EX-99.3 4 CBS CORPORATION 1 Exhibit 99.3 CBS CORPORATION SEGMENT INFORMATION ($ in million) (unaudited)
Three Months Ended March 31 1998 1997 % Change ---- ---- -------- TV Sales 263 177 48.6% Operating Profit (Loss) 118 56 110.7% Depreciation & Amortization 12 11 9.1% Capital Expenditures 2 2 -- EBITDA 130 67 94.0% NETWORK Sales 1,245 804 54.9% Operating Profit (Loss) 30 (64) 146.9% Depreciation & Amortization 17 16 6.3% Capital Expenditures 5 9 -44.4% EBITDA 52 (46) 213.0% RADIO Sales 330 313 5.4% Operating Profit (Loss) 69 47 46.8% Depreciation & Amortization 44 44 -- Capital Expenditures 4 3 33.3% EBITDA 113 91 24.2% CABLE Sales 125 49 155.1% Operating Profit (Loss) 4 - N/A Depreciation & Amortization 26 3 766.7% Capital Expenditures 6 6 - EBITDA 29 28 3.6% CORPORATE & OTHER Sales (14) (17) 17.6% Operating Profit (Loss) (47) (58) 19.0% OP (Loss) without Special Items (47) (58) 19.0% Depreciation & Amortization 31 31 - Capital Expenditures 1 1 - EBITDA (15) (13) -15.4% RESIDUAL COSTS OF DISCONTINUED BUSINESSES Sales - - N/A Operating Profit (Loss) (38) (35) -8.6% OP (Loss) without Special Items (38) (35) -8.6% Depreciation & Amortization - - N/A Capital Expenditures - - N/A EBITDA (38) (35) -8.6% TOTAL CONTINUING OPERATIONS Sales 1,949 1,326 47.0% Operating Profit (Loss) 136 (54) 351.9% OP (Loss) without Special Items 136 (54) 351.9% Depreciation & Amortization 130 105 23.8% Capital Expenditures 18 21 -14.3% EBITDA 271 92 194.6%
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