-----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, MzGPZUbUKdGVcwWUalQvjg5FN64bUcx7myIAj/scZxxL8DbxTzncsab4eVuwGQ0b VbYZc1EcX37JXCR4zHYNlQ== 0000950128-98-000943.txt : 19980806 0000950128-98-000943.hdr.sgml : 19980806 ACCESSION NUMBER: 0000950128-98-000943 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980805 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980805 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: 98677393 BUSINESS ADDRESS: STREET 1: 51 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129754321 MAIL ADDRESS: STREET 1: 51 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 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): August 5, 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 August 5 1998, the Registrant issued a press release concerning earnings for the quarter and year-to-date ended June 30, 1998. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein. A copy of the Condensed Consolidated Statement of Income for the quarter and year-to-date ended June 30, 1998 and 1997 is attached hereto as Exhibit 99.2 and is incorporated herein in its entirety. The segments formerly known as Network, Television Stations, and Cable will be combined into one segment titled Television. This segment reflects the changes in the management of the Television business. This action had no impact on the Registrant's results of operations or financial position for any current or prior periods. A copy of the restated segments for 1998, 1997, and 1996 by quarter and total year, 1995, 1994, and 1993, is attached hereto as Exhibit 99.3 and 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 June 30, 1998 is filed as Exhibit 99.1 to this Report. 99.2 Condensed Consolidated Statement of Income for the quarter and year-to-date ended June 30, 1998, is filed as Exhibit 99.2 to this Report. 99.3 Segment Results for 1998, 1997, and 1996, by quarter and total year 1995, 1994, and 1993 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: August 5, 1998 3 EXHIBIT INDEX Exhibit No. Description Sequential Page No. - ----------- ----------- ------------------- 99.1 Press Release 99.2 Condensed Consolidated Statement of Income for the quarter and year-to-date ended June 30, 1998 and 1997. 99.3 Segment Results for 1998, 1997, and 1996 by quarter and total year 1995, 1994, and 1993. EX-99.1 2 CBS CORPORATION 1 Exhibit 99.1 CBS CORPORATION REPORTS SECOND QUARTER RESULTS RECORD EBITDA PERFORMANCE, UP 22% OVER LAST YEAR'S QUARTER RADIO SEGMENT REVENUE UP 21% TELEVISION SEGMENT REPORTS CONTINUED GROWTH COMPANY ANNOUNCES $2 BILLION INCREASE IN STOCK REPURCHASE PLAN NEW YORK, August 5, 1998 -- CBS Corporation (NYSE:CBS) reported a strong increase in revenue and earnings for the second quarter of 1998 compared to the second quarter of 1997. Revenues for the Company increased 16%, while earnings before interest, taxes, depreciation and amortization (EBITDA) grew 22% to $275 million in the second quarter 1998 compared to $225 million in the second quarter of 1997. The Company reported strong free cash flow growth of approximately 60% over last year's quarter. Driven by industry-leading performance in Radio and excellent growth in Television, the Company reported net income of $4 million or $0.01 per share, compared to a loss from Continuing Operations of $11 million or $0.04 per share for the 1997 quarter. Radio reported its sixth consecutive quarter of double-digit revenue and EBITDA growth since the acquisition of Infinity in December 1996, posting 21% and 26% gains respectively. This growth was led by strong same-station performance, and included the operations of the American Radio Systems Corporation (American Radio) stations since their acquisition on June 5, 1998. The Television segment, which now combines the operations of the television stations, the network and cable, reported strong revenue and EBITDA performance with 14% revenue growth and 33% EBITDA growth versus the second quarter of 1997. Strong cable performance quarter-to-quarter was driven by cable networks TNN and CMT, which were acquired late last year. On a proforma basis, cable revenues and EBITDA were up 13% and 28%, respectively. For the first half of 1998, the Company produced net income from Continuing Operations of $23 million, compared with a loss of $102 million in the first half of 1997. Over the same period, EBITDA grew from $317 million in 1997 to $546 million in 1998, an increase of 72%. In the quarter, net income reflects a high effective tax rate of 89% which relates to non-deductible goodwill, including that associated with the American Radio transaction. However, the tax provision is substantially all deferred taxes, as the Company has significant tax credits available to reduce cash taxes payable. 2 (More) "We are pleased with the ongoing growth of radio and outdoor, the television stations and the network," said Mel Karmazin, CBS President and Chief Operating Officer. "We look forward to the return of the NFL and the debut of our new fall programming schedule to drive our television operations." Mr. Karmazin added: "We are also delighted with the continued strong revenue growth in cable television, where most recently we announced our intent to establish a new partnership with Discovery Communications for our new cable channel, Eye On People, that will build the long and short term value of that enterprise." The Company's Board of Directors has authorized an increase of $2 billion to its stock repurchase plan, which was initiated in February 1998, bringing the total plan to $3 billion. Fredric G. Reynolds, Executive Vice President and Chief Financial Officer of CBS, stated: "We believe our stock repurchase plan balances the use of our growing free cash flow to optimize value to our shareholders, while adhering to financial policies that are consistent with attaining and then maintaining an investment grade rating." During the quarter, the Company also achieved certain goals in its drive to transform CBS into the premier pure-play media company. Key actions in this regard included: The signing of definitive agreements to divest the remaining Westinghouse industrial businesses (WELCO); The completion of the acquisition of the radio broadcasting operations of American Radio, increasing the CBS radio station portfolio to approximately 170 stations; The unprecedented announcement that CBS's affiliated television stations will help share the cost of obtaining the NFL broadcast rights for the next eight years. "We are pleased to have found qualified, dedicated buyers and to have achieved a strong value for the WELCO businesses," said Michael H. Jordan, Chairman and Chief Executive Officer of CBS Corporation. "With these sales we will have accomplished our goal of transforming ourselves into a high growth media company." Mr. Jordan concluded: "We are extremely pleased by the rapid development of the new CBS Corporation. We are making very positive strides in our businesses and look for that momentum to continue in the months and years ahead." 3 (More) The Company has changed its segment reporting effective with the second quarter. CBS will report two major business segments -- Radio and Television. Included in the first segment will be all radio stations, and results from TDI, the Company's outdoor display business. Included in the Television segment will be the segments formerly known as Network, Television Stations and Cable. This new segment reflects the changes in the management of the television businesses which were announced early in the second quarter of this year, and the important inter-relationships between the operating businesses. Contact: Gil Schwartz (N.Y.) 212/975-2121 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 Form 10-K for the 1997 year filed with the Securities and Exchange Commission for additional information concerning such risks and uncertainties. EX-99.2 3 CBS CORPORATION 1 Exhibit 99.2 CBS CORPORATION EARNINGS INFORMATION SECOND QUARTER (unaudited)
(in millions except per share data) Three Months Ended Six Months Ended June 30 June 30 ----------------- ------------------- 1998 1997 1998 1997 ----------------- ------------------- Revenues $1,484 $1,283 $3,433 $2,609 Operating expenses (1,183) (1,038) (2,828) (2,278) Depreciation and amortization (136) (105) (266) (210) Residual costs of discontinued businesses (38) (36) (76) (71) ------ ------ ------ ------ Operating costs and expenses (1,357) (1,179) (3,170) (2,559) ------ ------ ------ ------ Operating profit 127 104 263 50 Other income and expenses, net 12 16 17 57 Interest expense (85) (102) (160) (203) ------ ------ ------ ------ Income (loss) from Continuing Operations before income taxes and minority interest 54 18 120 (96) Income tax (expense) benefit (48) (29) (95) (7) Minority interest (2) - (2) 1 ------ ------ ------ ------ Income (loss) from Continuing Operations 4 (11) 23 (102) ------ ------ ------ ------ Income (loss) from Discontinued Operations, net of income taxes - 12 - (48) ------ ------ ------ ------ Net Income (loss) $4 $1 $23 ($150) ====== ====== ====== ====== Dividend requirements for Series C preferred stock - 11 - 23 Net income (loss) applicable to common stock $4 ($10) $23 ($173) ====== ====== ====== ====== Average shares outstanding - basic 701 604 700 596 Average shares outstanding - diluted 721 604 719 596 Basic earnings (loss) per common share: Continuing Operations $0.01 ($0.04) $0.03 ($0.21) Discontinued Operations $0.00 $0.02 $0.00 ($0.08) ------ ------ ------ ------ Basic earnings (loss) per common share $0.01 ($0.02) $0.03 ($0.29) ====== ====== ====== ====== Diluted earnings (loss) per common share: Continuing Operations $0.01 ($0.04) $0.03 ($0.21) Discontinued Operations $0.00 $0.02 $0.00 ($0.08) ------ ------ ------ ------ Diluted earnings (loss) per common share $0.01 ($0.02) $0.03 ($0.29) ====== ====== ====== ======
EX-99.3 4 CBS CORPORATION 1 Exhibit 99.3 CBS CORPORATION SEGMENT INFORMATION ($ in millions) (unaudited)
Three Months Ended March 31 1998 1997 % Change ---- ---- -------- TELEVISION* Sales $1,620 $1,015 59.6% Operating Profit (Loss) 152 (9) 1788.9% Depreciation & Amortization 55 31 77.4% Capital Expenditures 12 17 -29.4% EBITDA 212 49 332.7% RADIO Sales 330 313 5.4% Operating Profit (Loss) 69 47 46.8% Depreciation & Amortization 44 44 - Capital Expenditures 4 3 33.3% EBITDA 113 91 24.2% CORPORATE & OTHER Sales (1) (2) 50.0% Operating Profit (Loss) (47) (57) 17.5% OP (Loss) without Special Items (47) (57) 17.5% Depreciation & Amortization 31 30 3.3% Capital Expenditures 2 1 100.0% EBITDA (16) (13) -23.1% RESIDUAL COSTS OF DISCONTINUED BUSINESSES Sales - - N/A Operating Profit (Loss) (38) (35) -8.6% OP (Loss) without Special Items (38) (35) -8.6% Depreciation & Amortization - - N/A Capital Expenditures - - N/A EBITDA (38) (35) -8.6% TOTAL CONTINUING OPERATIONS Sales 1,949 1,326 47.0% Operating Profit (Loss) 136 (54) 351.9% OP (Loss) without Special Items 136 (54) 351.9% Depreciation & Amortization 130 105 23.8% Capital Expenditures 18 21 -14.3% EBITDA 271 92 194.6%
* Formerly Network, Television Stations, and Cable. 2 CBS CORPORATION SEGMENT INFORMATION ($ in millions) (unaudited)
Three Months Ended Six Months Ended June 30 June 30 1998 1997 % Change 1998 1997 % Change ---- ---- -------- ---- ---- -------- TELEVISION* Sales $1,030 $ 905 13.8% $2,650 $1,920 38.0% Operating Profit (Loss) 69 66 4.5% 221 57 287.7% Depreciation & Amortization 53 30 76.7% 108 61 77.0% Capital Expenditures 19 14 35.7% 31 31 - EBITDA 133 100 33.0% 345 149 131.5% RADIO Sales 456 378 20.6% 786 691 13.7% Operating Profit (Loss) 146 113 29.2% 215 160 34.4% Depreciation & Amortization 52 44 18.2% 96 88 9.1% Capital Expenditures 7 3 133.3% 11 6 83.3% EBITDA 198 157 26.1% 311 248 25.4% CORPORATE & OTHER Sales (2) - N/A (3) (2) -50.0% Operating Profit (Loss) (50) (39) -28.2% (97) (96) -1.0% OP (Loss) without Special Items (50) (39) -28.2% (97) (96) -1.0% Depreciation & Amortization 31 31 - 62 61 1.6% Capital Expenditures 1 1 - 3 2 50.0% EBITDA (18) 4 -550.0% (34) (9) -277.8% RESIDUAL COSTS OF DISCONTINUED BUSINESSES Sales - - N/A - - N/A Operating Profit (Loss) (38) (36) -5.6% (76) (71) -7.0% OP (Loss) without Special Items (38) (36) -5.6% (76) (71) -7.0% Depreciation & Amortization - - N/A - - N/A Capital Expenditures - - N/A - - N/A EBITDA (38) (36) -5.6% (76) (71) -7.0% TOTAL CONTINUING OPERATIONS Sales 1,484 1,283 15.7% 3,433 2,609 31.6% Operating Profit (Loss) 127 104 22.1% 263 50 426.0% OP (Loss) without Special Items 127 104 22.1% 263 50 426.0% Depreciation & Amortization 136 105 29.5% 266 210 26.7% Capital Expenditures 27 18 50.0% 45 39 15.4% EBITDA 275 225 22.2% 546 317 72.2%
* Formerly Network, Television Stations, and Cable. 3 CBS CORPORATION SEGMENT INFORMATION ($ in millions) (unaudited)
Three Months Ended Nine Months Ended September 30 September 30 1997 1997 ---- ---- TELEVISION* Sales $ 909 $2,829 Operating Profit (Loss) 97 154 Depreciation & Amortization 31 92 Capital Expenditures 27 58 EBITDA 130 279 RADIO Sales 374 1,065 Operating Profit (Loss) 102 262 Depreciation & Amortization 45 133 Capital Expenditures 4 10 EBITDA 150 398 CORPORATE & OTHER Sales - (2) Operating Profit (Loss) (61) (157) OP (Loss) without Special Items (61) (157) Depreciation & Amortization 31 92 Capital Expenditures 2 4 EBITDA (31) (40) RESIDUAL COSTS OF DISCONTINUED BUSINESSES Sales - - Operating Profit (Loss) (35) (106) OP (Loss) without Special Items (35) (106) Depreciation & Amortization - - Capital Expenditures - - EBITDA (35) (106) TOTAL CONTINUING OPERATIONS Sales 1,283 3,892 Operating Profit (Loss) 103 153 OP (Loss) without Special Items 103 153 Depreciation & Amortization 107 317 Capital Expenditures 33 72 EBITDA 214 531
* Formerly Network, Television Stations, and Cable. 4 CBS CORPORATION SEGMENT INFORMATION ($ in millions) (unaudited)
Three Months Ended Total Year December 31 December 31 1997 1997 ---- ---- TELEVISION* Sales $1,062 $3,891 Operating Profit (Loss) 73 227 Depreciation & Amortization 54 146 Capital Expenditures 44 102 EBITDA 133 412 RADIO Sales 410 1,475 Operating Profit (Loss) 128 390 Depreciation & Amortization 43 176 Capital Expenditures 5 15 EBITDA 177 575 CORPORATE & OTHER Sales (1) (3) Operating Profit (Loss) (68) (225) OP (Loss) without Special Items (53) (210) Depreciation & Amortization 31 123 Capital Expenditures - 4 EBITDA (32) (72) RESIDUAL COSTS OF DISCONTINUED BUSINESSES Sales - - Operating Profit (Loss) (37) (143) OP (Loss) without Special Items (37) (143) Depreciation & Amortization - - Capital Expenditures - - EBITDA (37) (143) TOTAL CONTINUING OPERATIONS Sales 1,471 5,363 Operating Profit (Loss) 96 249 OP (Loss) without Special Items 111 264 Depreciation & Amortization 128 445 Capital Expenditures 49 121 EBITDA 241 772
* Formerly Network, Television Stations, and Cable. 5 CBS CORPORATION SEGMENT INFORMATION ($ in millions) (unaudited)
Three Months Ended Total Year Mar. 31 June 30 Sept. 30 Dec. 31 December 31 1996 1996 1996 1996 1996 ---- ---- ---- ---- ---- TELEVISION* Sales $ 990 $ 951 $ 766 $ 856 $3,563 Operating Profit (Loss) 58 186 74 9 327 Depreciation & Amortization 27 33 29 26 115 Capital Expenditures 18 5 16 30 69 EBITDA 85 222 119 41 467 RADIO Sales 121 145 136 152 554 Operating Profit (Loss) 20 47 42 52 161 Depreciation & Amortization 10 8 8 10 36 Capital Expenditures 1 1 2 2 6 EBITDA 31 55 49 62 197 CORPORATE & OTHER Sales 6 4 8 8 26 Operating Profit (Loss) (126) (66) (46) (82) (320) OP (Loss) without Special Items (50) (66) (46) (73) (235) Depreciation & Amortization 30 34 31 33 128 Capital Expenditures 2 10 2 4 18 EBITDA (91) (28) (8) (35) (162) RESIDUAL COSTS OF DISCONTINUED BUSINESSES Sales - - - - - Operating Profit (Loss) (24) (30) (30) (30) (114) OP (Loss) without Special Items (24) (30) (30) (30) (114) Depreciation & Amortization - - - - - Capital Expenditures - - - - - EBITDA (24) (30) (30) (30) (114) TOTAL CONTINUING OPERATIONS Sales 1,117 1,100 910 1,016 4,143 Operating Profit (Loss) (72) 137 40 (51) 54 OP (Loss) without Special Items 4 137 40 (42) 139 Depreciation & Amortization 67 75 68 69 279 Capital Expenditures 21 16 20 36 93 EBITDA 1 219 130 38 388
* Formerly Network, Television Stations, and Cable. 6 CBS CORPORATION SEGMENT INFORMATION ($ in millions) (unaudited)
Total Year December 31 1995 1994 1993 ---- ---- ---- TELEVISION* Sales $ 797 $ 475 $ 437 Operating Profit (Loss) 172 152 108 Depreciation & Amortization 30 15 16 Capital Expenditures 21 24 17 EBITDA 222 167 146 RADIO Sales 216 175 181 Operating Profit (Loss) 55 47 44 Depreciation & Amortization 16 16 15 Capital Expenditures 9 8 3 EBITDA 70 93 62 CORPORATE & OTHER Sales 61 94 66 Operating Profit (Loss) (30) 27 (105) OP (Loss) without Special Items (5) 25 (65) Depreciation & Amortization 11 10 3 Capital Expenditures 2 5 3 EBITDA 114 (124) (92) RESIDUAL COSTS OF DISCONTINUED BUSINESSES Sales - - - Operating Profit (Loss) (37) (75) (1) OP (Loss) without Special Items (37) (75) (1) Depreciation & Amortization - - - Capital Expenditures - - - EBITDA (37) (75) (1) TOTAL CONTINUING OPERATIONS Sales 1,074 744 684 Operating Profit (Loss) 160 151 46 OP (Loss) without Special Items 185 149 86 Depreciation & Amortization 57 41 34 Capital Expenditures 32 37 23 EBITDA 369 61 115
* Formerly Network, Television Stations, and Cable. -----END PRIVACY-ENHANCED MESSAGE-----