EX-99.8 5 dex998.txt CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-- UTV Exhibit 99.8 UNITED TELEVISION, INC. AND SUBSIDIARIES ---------------------------------------- INDEX TO FINANCIAL STATEMENTS ----------------------------- QUARTER ENDED JUNE 30, 2001 --------------------------- Condensed Consolidated Balance Sheets F-1 - F-2 Condensed Consolidated Statements of Income F-3 Condensed Consolidated Statements of Cash Flows F-4 Notes to Condensed Consolidated Financial Statements F-5 - F-7
UNITED TELEVISION, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited - in thousands) June 30, December 31, 2001 2000 ----------- ------------ ASSETS ------ Current Assets: Cash and cash equivalents $ 154,067 $ 119,927 Marketable securities 113,116 115,912 Accrued interest receivable 1,857 1,393 Accounts receivable, net 56,894 48,013 Film contract rights 30,053 39,482 Deferred tax assets 5,368 6,158 Prepaid expenses and other current assets 2,765 2,122 ----------- ---------- Total current assets 364,120 333,007 ----------- ---------- Other Investments 37,088 38,234 ----------- ---------- Film Contract Rights, noncurrent 15,211 9,912 ----------- ---------- Property and Equipment, net 31,024 32,217 ----------- ---------- Intangible Assets, net 136,081 138,038 ----------- ---------- Other Assets 3,993 2,240 ----------- ---------- $ 587,517 $ 553,648 =========== ========== LIABILITIES AND SHAREHOLDERS' INVESTMENT ---------------------------------------- Current Liabilities: Film contracts payable $ 35,892 $ 39,403 Accounts payable 1,648 2,639 Accrued expenses 30,734 34,128 Income taxes payable 8,852 10,342 ---------- ---------- Total current liabilities 77,126 86,512 ---------- ---------- Film Contracts Payable after One Year 43,962 35,831 ---------- ---------- Deferred tax liabilities 1,918 1,918 ---------- ---------- Shareholders' Investment: Preferred stock $1.00 par value - - Common stock $.10 par value 957 952 Additional paid-in capital 15,889 11,290 Retained earnings 447,344 416,750 Accumulated other comprehensive income 321 395 ---------- ---------- 464,511 429,387 ---------- ---------- $ 587,517 $ 553,648 ========== ========== The accompanying notes to condensed consolidated financial statements are an integral part of these statements. UNITED TELEVISION, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited - in thousands except per share data) Three Months Six Months Ended June 30, Ended June 30, ------------------ ------------------ 2001 2000 2001 2000 -------- -------- -------- -------- Net Revenues $ 55,807 $ 60,011 $106,372 $113,950 -------- -------- -------- -------- Expenses: Operating 23,607 21,359 47,080 44,727 Selling, general and administrative 18,534 18,165 37,713 36,119 -------- -------- -------- -------- 42,141 39,524 84,793 80,846 -------- -------- -------- -------- Operating income 13,666 20,487 21,579 33,104 Interest and Other Income 6,358 4,913 10,140 7,530 -------- -------- -------- -------- Income before income taxes 20,024 25,400 31,719 40,634 Income Tax Benefit (Provision) 3,550 (10,150) (1,125) (16,250) -------- -------- -------- -------- Net income $ 23,574 $ 15,250 $ 30,594 $ 24,384 ======== ======== ======== ======== Earnings per Share: Basic $ 2.47 $ 1.60 $ 3.21 $ 2.57 Diluted $ 2.46 $ 1.60 $ 3.20 $ 2.56 Average Number of Common and Common Equivalent Shares Outstanding: Basic 9,560 9,502 9,542 9,498 Diluted 9,583 9,536 9,567 9,536 The accompanying notes to condensed consolidated financial statements are an integral part of these statements. UNITED TELEVISION, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited - in thousands) Six Months Ended June 30, ------------------- 2001 2000 -------- -------- Cash Flows from Operating Activities: Net income $ 30,594 $ 24,384 Adjustment to reconcile net income to net cash provided from operating activities: Film contract payments (18,007) (18,132) Film contract amortization 23,231 21,327 Depreciation and other amortization 4,847 4,612 Gain on dispositions of investments (579) (1,825) Changes in assets and liabilities: Accounts receivable (8,881) (1,830) Prepaid and other assets 666 2,252 Accounts payable and accrued expenses (4,385) (2,297) Income taxes payable (653) 3,698 -------- -------- Net cash provided from operating activities 26,833 32,189 -------- -------- Cash Flows from Investing Activities: Sales of marketable securities 21,413 24,657 Purchases of marketable securities (18,159) (5,247) Purchases of other investments - (2,753) Sale of other investments 1,146 Station acquisition: Intangible assets - (9) Capital expenditures (1,697) (7,022) -------- -------- Net cash provided from investing activities 2,703 9,626 -------- -------- Cash Flows from Financing Activities: Dividends paid - (4,751) Proceeds from exercise of employee stock options 4,604 2,023 -------- -------- Net cash provided from (used in) financing activities 4,604 (2,728) -------- -------- Net Increase in Cash and Cash Equivalents 34,140 39,087 Cash and Cash Equivalents at Beginning of Period 119,927 31,498 -------- -------- Cash and Cash Equivalents at End of Period $154,067 $ 70,585 ======== ======== The accompanying notes to condensed consolidated financial statements are an integral part of these statements. UNITED TELEVISION, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. PRINCIPLES OF CONSOLIDATION: UTV is a majority owned (57.6% at June 30, 2001) subsidiary of BHC Communications, Inc. ("BHC"), a majority owned subsidiary of Chris-Craft Industries, Inc. ("Chris-Craft"). The accompanying condensed consolidated financial statements include the accounts of UTV and its subsidiaries after elimination of all significant intercompany accounts and transactions. Preparation of financial statements in accordance with generally accepted accounting principles requires the use of management estimates and assumptions. Actual results could differ from those estimates. Effective July 31, 2001, the Company was acquired by The News Corporation Limited ("News Corp.") (see Note 7). The financial information included herein has been prepared by UTV, 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, UTV 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 UTV'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 this interim period are not necessarily indicative of results to be expected for the full fiscal year, due to seasonal factors, among others. 2. MARKETABLE SECURITIES: All of UTV's marketable securities have been categorized as available for sale and as a result are carried at fair market value. At June 30, 2001, of the investments in U.S. Government securities, 78% mature within five months and all within 15 months. Marketable securities classified by security type are as follows (in thousands): Gross Unrealized ---------------- Cost Gains Losses Fair Value -------- ------- ------ ---------- June 30, 2001 U.S. Government securities $112,588 $ 528 $ - $113,116 Equity securities - - - - -------- ------- ------ -------- $112,588 $ 528 $ - $113,116 ======== ======= ====== ======== Gross Unrealized ---------------- Cost Gains Losses Fair Value -------- ------- ------ ---------- December 31, 2000: U.S. Government securities $104,542 $ 334 $ 8 $104,868 Equity securities 10,721 591 268 11,044 -------- ------- ------ -------- $115,263 $ 925 $ 276 $115,912 ======== ======= ====== ======== The difference between cost and fair value, net of taxes, is reflected as an increase to shareholders' investment in the accompanying balance sheets. For purposes of computing realized gains and losses, cost is determined using the specific identification method. For the three months ended June 30, 2001, UTV realized marketable securities gains of $579. 3. SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for income taxes for the six months ended June 30,2001 and 2000 totaled $8,539 and $12,552, respectively. 4. COMPREHENSIVE INCOME: Other comprehensive income includes only unrealized gains and losses on marketable securities classified as available for sale (see Note 2), net of reclassification adjustments for gains included in net income. Comprehensive income is as follows (in thousands): Three Months Six Months Ended June 30, Ended June 30, ------------------ ------------------ 2001 2000 2001 2000 -------- -------- -------- -------- Net income $ 23,574 $ 15,250 $ 30,594 $24,384 Other comprehensive income (loss), net of taxes (260) (1,465) (74) (1,223) -------- -------- -------- -------- Comprehensive income $ 23,314 $ 13,785 $ 30,520 $23,161 ======== ======== ======== ======== 5. INCOME TAXES: In May 2001, UTV and the Internal Revenue Service settled for $10.6 million, including $3.8 million of interest through June 30, 2001, UTV's previously denied claim for a refund for capital losses generated in 1993. In addition, at that time, UTV also recorded a reversal of $4.8 million of Federal and state tax liabilities accrued in prior years. 6. COMMITMENTS AND CONTINGENCIES: The aggregate amount payable by UTV under contracts for programming not currently available for telecasting at June 30, 2001, and, accordingly, not included in film contracts payable and the related contract rights in the accompanying Condensed Consolidated Balance Sheets, totaled $88,665. UTV remains obligated for possible future consideration relating to the 1999 purchase of UHF station WRBW in Orlando, Florida of up to $25 million. Contingent fees due upon completion of the merger and other merger-related liabilities were approximately $5.2 million and were paid in July 2001 (see Note 7). 7. SUBSEQUENT EVENT: As reported in UTV's Current Report on Form 8-K, dated August 23, 2000, UTV, BHC and Chris-Craft have each agreed to be acquired by News Corp. for consideration consisting of cash and News Corp. preferred American Depositary Receipts. Subject to limitations set forth in the respective merger agreements, UTV, BHC and Chris-Craft stockholders may elect to receive the consideration as all cash, all stock or a combination thereof. The transaction was completed in July 2001 and the related contingent fees and severance were paid in July 2001 (see Note 6).