-----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, MlBXaW+ahFmtGXmbjnpQ04MkJlZFEFS5q61EtBNRfKm33hNURXIqyibRzneVaMCQ Ame8NDAPPNVVAAGeR0ipKg== 0000855433-99-000004.txt : 19990816 0000855433-99-000004.hdr.sgml : 19990816 ACCESSION NUMBER: 0000855433-99-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BHC COMMUNICATIONS INC CENTRAL INDEX KEY: 0000855433 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 592104168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-10342 FILM NUMBER: 99688440 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2124210200 MAIL ADDRESS: STREET 1: 767 FIFTH AVE STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 10-Q 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 June 30, 1999 ---------------------------------- 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 July 31, 1999 there were 4,511,605 shares of the issuer's Class A Common Stock outstanding and 18,000,000 shares of the issuer's Class B Common Stock outstanding. PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BHC COMMUNICATIONS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands of dollars) (UNAUDITED) ------------------------------------- June 30, December 31, 1999 1998 ------------ ------------ ASSETS - ------ CURRENT ASSETS: Cash and cash equivalents $ 182,871 $ 201,175 Marketable securities (substantially all U.S. Government securities) 1,188,130 1,202,070 Accounts receivable, net 90,917 85,252 Film contract rights 46,091 99,883 Prepaid expenses and other current assets 44,426 37,952 ------------ ------------ Total current assets 1,552,435 1,626,332 ------------ ------------ INVESTMENTS 81,764 67,299 ------------ ------------ FILM CONTRACT RIGHTS, less current portion 15,932 23,619 ------------ ------------ PROPERTY AND EQUIPMENT, net 49,461 48,847 ------------ ------------ INTANGIBLE ASSETS 364,801 370,394 ------------ ------------ OTHER ASSETS 8,142 6,110 ------------ ------------ $ 2,072,535 $ 2,142,601 ============ ============ LIABILITIES AND SHAREHOLDERS' INVESTMENT - ---------------------------------------- CURRENT LIABILITIES: Film contracts payable within one year $ 73,830 $ 96,595 Accounts payable and accrued expenses 72,708 93,253 Income taxes payable 34,502 36,955 ------------ ------------ Total current liabilities 181,040 226,803 ------------ ------------ FILM CONTRACTS PAYABLE AFTER ONE YEAR 38,972 62,050 ------------ ------------ OTHER LONG-TERM LIABILITIES 15,434 17,545 ------------ ------------ MINORITY INTEREST 147,303 139,876 ------------ ------------ COMMITMENTS AND CONTINGENCIES (NOTE 6) SHAREHOLDERS' INVESTMENT: Class A common stock - par value $.01 per share; authorized 200,000,000 shares; outstanding 4,511,605 shares 45 45 Class B common stock - par value $.01 per share; authorized 200,000,000 shares; outstanding 18,000,000 shares 180 180 Retained earnings 1,666,162 1,675,976 Accumulated other comprehensive income 23,399 20,126 ------------ ------------ 1,689,786 1,696,327 ------------ ------------ $ 2,072,535 $ 2,142,601 ============ ============ The accompanying notes to condensed consolidated financial statements are an integral part of these statements. BHC COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands of dollars except per share data) (UNAUDITED) ----------------------------------------------- Three Months Six Months Ended June 30, Ended June 30, -------------------- -------------------- 1999 1998 1999 1998 --------- --------- --------- --------- OPERATING REVENUES $ 118,369 $ 120,500 $ 224,864 $ 220,075 --------- --------- --------- --------- OPERATING EXPENSES: Television expenses 53,501 52,185 105,042 103,324 Selling, general and administrative 34,842 33,946 69,565 68,995 --------- --------- --------- --------- 88,343 86,131 174,607 172,319 --------- --------- --------- --------- Operating income 30,026 34,369 50,257 47,756 --------- --------- --------- --------- OTHER INCOME (EXPENSE): Interest and other income 24,173 18,742 42,919 38,796 Equity in United Paramount Network loss (27,188) (22,471) (57,338) (42,381) --------- --------- --------- --------- (3,015) (3,729) (14,419) (3,585) --------- --------- --------- --------- Income before income taxes and minority interest 27,011 30,640 35,838 44,171 INCOME TAX PROVISION 10,800 11,100 14,300 16,000 --------- --------- --------- --------- Income before minority interest 16,211 19,540 21,538 28,171 MINORITY INTEREST (5,493) (4,943) (8,840) (7,576) --------- --------- --------- --------- Net income $ 10,718 $ 14,597 $ 12,698 $ 20,595 ========= ========= ========= ========= Earnings per share: Basic $ .48 $ .65 $ .56 $ .91 ========= ========= ========= ========= Diluted $ .47 $ .64 $ .56 $ .90 ========= ========= ========= ========= The accompanying notes to condensed consolidated financial statements are an integral part of these statements. BHC COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of dollars) (UNAUDITED) ----------------------------------------------- Six Months Ended June 30, ----------------------- 1999 1998 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 12,698 $ 20,595 Adjustments to reconcile net income to net cash provided from operating activities: Film contract payments (50,302) (50,642) Film contract amortization 47,943 41,455 Depreciation and other amortization 10,665 10,707 Equity in United Paramount Network loss 57,338 42,381 Minority interest 8,840 7,576 Other (8,294) (1,233) Changes in assets and liabilities: Accounts receivable (5,665) (1,754) Other assets (6,912) (1,444) Accounts payable and other liabilities (2,359) 3,600 Income taxes 1,196 7,031 ---------- ---------- Net cash provided from operating activities 65,148 78,272 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Disposition of marketable securities, net 18,627 61,143 Investment in United Paramount Network (59,950) (44,250) Station acquisition (includes $77,712 of intangibles) - (80,280) Other investments (12,542) (21,770) Capital expenditures, net (5,686) (4,358) Other (7) (15) ---------- ---------- Net cash used in investing activities (59,558) (89,530) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Payment of special dividend (22,512) (22,738) Purchase of treasury stock - (38,860) Capital transactions of subsidiary (1,382) (5,685) ---------- ---------- Net cash used in financing activities (23,894) (67,283) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS (18,304) (78,541) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 201,175 282,504 ---------- ---------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 182,871 $ 203,963 ========== ========== The accompanying notes to condensed consolidated financial statements are an integral part of these statements. 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 (79.96% at June 30, 1999) subsidiary of Chris-Craft Industries, Inc., operates nine television stations, three wholly owned and six owned by United Television, Inc. (UTV), 58.5% owned by BHC at June 30, 1999. 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 income 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: 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. At June 30, 1999, BHC's marketable securities consisted of U.S. Government securities, which had a cost of $1,081,428,000 and a fair value of $1,080,541,000, and equity securities, which had a cost of $68,070,000 and a fair value of $107,589,000. The difference between aggregate cost and fair value of $38,632,000 ($23,399,000, net of income taxes and minority interest)is reflected as an increase to shareholders' investment in the accompanying condensed consolidated balance sheet. Of the investments in U.S. Government securities, all mature within one year. At December 31, 1998, BHC's marketable securities consisted of U.S. Government securities, which had a cost of $1,093,744,000 and a fair value of $1,095,373,000, and equity securities, which had a cost of $74,670,000 and a fair value of $106,697,000. The difference between aggregate cost and fair value of $33,656,000 ($20,126,000, 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 broadcast television network which premiered in January 1995. BHC owned 100% of UPN from its inception through January 15, 1997, when Viacom completed the exercise of its option to acquire a 50% interest in UPN. BHC and Viacom now share equally in UPN funding requirements and in UPN losses. UPN has been organized as a partnership, and BHC accounts for its partnership interest under the equity method. The carrying value of such interest totalled $3,227,000 at June 30, 1999 and $615,000 at December 31, 1998, and is included in Investments in the accompanying condensed consolidated balance sheets. UPN is still in its development and is expected to continue to incur significant start-up losses and to require significant funding for the next several years. UPN's condensed statements of operations are as follows (in thousands): Three Months Six Months Ended June 30, Ended June 30, ------------------- ------------------- 1999 1998 1999 1998 -------- -------- --------- --------- Operating revenues $ 32,918 $ 26,593 $ 63,372 $ 47,796 Operating expenses 87,662 71,987 178,726 133,357 -------- -------- --------- --------- Operating loss (54,744) (45,394) (115,354) (85,561) Other income, net 367 451 677 798 -------- -------- --------- --------- Net loss $(54,377) $(44,943) $(114,677) $ (84,763) ======== ======== ========= ========= 4. SHAREHOLDERS' INVESTMENT: As of June 30, 1999, there were outstanding 18,000,000 shares of Class B common stock, all held by Chris-Craft, and 4,511,605 shares of Class A common stock. At June 30, 1999, 185,497 shares of Class A common stock remain authorized for purchase. In January 1999, BHC's Board of Directors declared a special cash dividend of $1.00 per share on BHC's Class A and Class B common stock. The dividend, totalling $22.5 million, was paid in February 1999. 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 $828,000 and $7,010,000 in the first six months of 1999 and 1998, respectively, proceeds to UTV of $1,400,000 and $3,259,000 in the first six months of 1999 and 1998, respectively, from the exercise of stock options, and UTV's $.50 per share dividend in both periods, adjusted for intercompany eliminations and minority interest. 5. COMPREHENSIVE INCOME: Effective January 1, 1998, BHC adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income." Other comprehensive income includes only unrealized gains and losses on marketable securities classified as available-for-sale (see Note 2), net of a reclassification adjustment for gains (losses) included in net income. Comprehensive income is as follows (in thousands): Three Months Six Months Ended June 30, Ended June 30, ------------------ ------------------ 1999 1998 1999 1998 -------- -------- -------- -------- Net income $ 10,718 $ 14,597 $ 12,698 $ 20,595 Other comprehensive income (loss), net of taxes and minority interest 265 (921) 3,273 8,264 -------- -------- -------- -------- Comprehensive income $ 10,983 $ 13,676 $ 15,971 $ 28,859 ========= ======== ======== ======== 6. COMMITMENTS AND CONTINGENCIES: Commitments of BHC's television stations for film contracts entered into but not available for broadcasting at June 30, 1999 aggregated approximately $368.5 million, including $98.5 million applicable to UTV. BHC also has a remaining commitment to invest over time up to $28.5 million, of which $17.8 million is in investment limited partnerships, including $14.0 million applicable to UTV. BHC expects to make significant expenditures developing UPN. See Note 3. In 1997, UTV signed a definitive agreement to purchase the assets of UHF television station WRBW in Orlando, Florida, for approximately $60 million and possible future consideration. See Note 9. In April 1999, a jury awarded damages totalling $7.3 million (excluding interest and legal fees which are not expected to be material) to a former WWOR employee who filed suit alleging discrimination by the station. The station and its counsel believe the award to be unjustified, and intend to appeal. The judgement is not yet final, and it is not possible to reasonably estimate the amount, if any, which ultimately will be paid. Accordingly, no amount has been reserved in BHC's financial statements relating to this matter. 7. EARNINGS PER SHARE: Computations of earnings per share are as follows (in thousands of dollars except per share amounts): Three Months Six Months Ended June 30, Ended June 30, ----------------------- ---------------------- 1999 1998 1999 1998 ---------- ---------- ---------- ---------- BASIC: - ------ Weighted average common shares outstanding 22,511,605 22,626,901 22,511,605 22,713,218 ========== ========== ========== ========== Net income $ 10,718 $ 14,597 $ 12,698 $ 20,595 ========== ========== ========== ========== Basic earnings per share $ .48 $ .65 $ .56 $ .91 ========== ========== ========== ========== DILUTED: - -------- Weighted average common shares outstanding 22,511,605 22,626,901 22,511,605 22,713,218 ========== ========== ========== ========== Net income $ 10,718 $ 14,597 $ 12,698 $ 20,595 Dilution of UTV net income from UTV stock options (32) (32) (42) (50) ---------- ---------- ---------- ---------- $ 10,686 $ 14,565 $ 12,656 $ 20,545 ========== ========== ========== ========== Diluted earnings per share $ .47 $ .64 $ .56 $ .90 ========== ========== ========== ========== 8. SEGMENT REPORTING: BHC has one reportable segment, the Television Division, which is reported in the consolidated financial statements. UPN, which is accounted for on the equity method, is also considered a reportable segment under SFAS 131, "Disclosures about Segments of an Enterprise and Related Information." However, all required segment information relating to UPN is included in Note 3. 9. SUBSEQUENT EVENT: In July 1999, UTV completed the acquisition of the assets of UHF television station WRBW in Orlando, Florida, for $60 million plus a net amount of $8,174,000 related to the purchase of receivables, assumption of programming obligations and other adjustments. The purchase price was paid from working capital. UTV remains obligated for possible future consideration relating to the purchase of up to $25 million. BHC COMMUNICATIONS, INC. ------------------------ ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ------------------------------------------------- CONDITION AND RESULTS OF OPERATIONS ----------------------------------- Liquidity and Capital Resources - ------------------------------- BHC's financial position continues to be strong and highly liquid. Cash and marketable securities totalled $1.37 billion at June 30, 1999, and BHC has no debt outstanding. BHC has expended significant funds developing United Paramount Network since UPN's inception in 1994, but cash flow provided from BHC's operating activities has exceeded such BHC funding of UPN. 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 $2.4 million in the six month period ended June 30, 1999 and by $9.2 million in the corresponding 1998 period), and is dependent upon the mix of programs aired and payment terms of the stations' contracts. Reflecting such amounts, broadcast cash flow in the first six months of 1999 increased 17%, while station earnings increased 5%, 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, which balances declined slightly, to $1.37 billion at June 30, 1999, from $1.40 billion at December 31, 1998. Such $32.2 million decline was incurred despite six month operating cash flow of $65.1 million, primarily due to UPN funding and the payment of a special dividend. A special $1.00 per share cash dividend, aggregating $22.5 million, was paid in February 1999. Similar dividends were paid in February 1998 and February 1997. BHC plans to consider annually the payment of a special dividend. Since April 1990, BHC's Board of Directors has authorized the purchase of up to 7,081,087 Class A common shares. Through December 31, 1998, 6,895,590 shares were purchased, including 226,503 shares in 1998 from United Television, Inc., BHC's 58.5% owned subsidiary, for a total cost of $516.5 million. During the three year period ended December 31, 1998, UTV expended $42.6 million acquiring its own common shares, and 729,649 UTV shares remained authorized for purchase at that date. No additional such shares were acquired by BHC during the first six months of 1999, and UTV expended $.8 million acquiring its own common shares during that period. In January 1998, UTV purchased the assets of UHF television station WHSW, Channel 24, in Baltimore, Maryland for $80.3 million in cash. The station's call letters were changed to WUTB and the station became a UPN affiliate. In 1997, UTV signed a definitive agreement to purchase the assets of UHF television station WRBW, Channel 65, in Orlando, Florida. The acquisition was completed in July 1999 for $60 million plus a net amount of $8,174,000 related to the purchase of receivables, assumption of programming obligations and other adjustments. The purchase price was paid from working capital. UTV remains obligated for possible future consideration relating to the purchase of up to $25 million. BHC intends to further 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 broadcast television network which premiered in January 1995. BHC owned 100% of UPN from its inception through January 15, 1997, when Viacom completed the exercise of its option to acquire a 50% interest in UPN. BHC and Viacom now share equally in UPN losses and funding requirements. UPN, still in its development, incurred start-up losses of $177.2 million in 1998, $170.2 million in 1997, $146.3 million in 1996 and $129.3 million in 1995, and is expected for the next several years to continue to incur substantial start-up losses and to require significant funding. BHC funding of UPN totalled $60 million in the first six months of 1999. BHC's television stations make commitments for programming that will not be available for telecasting until future dates. At June 30, 1999, commitments for such programming totalled approximately $368.5 million, including $98.5 million applicable to UTV. BHC also has a remaining commitment to invest over time up to $28.5 million, of which $17.8 million is in investment limited partnerships, including $14.0 million applicable to UTV. BHC capital expenditures generally have not been material in relation to its financial position, and the related capital expenditure commitments at June 30, 1999 (including any related to UPN) were not material. During 1998, BHC stations began converting to digital television (DTV). The conversion will require the purchase of digital transmitting equipment to telecast over newly assigned frequencies. In April 1999, KBHK in San Francisco became the first of the BHC stations to make the initial conversion to DTV signal transmission. This conversion is expected to take a number of years and will be subject to competitive market conditions. BHC expects that its expenditures for UPN, future film contract commitments and capital requirements for its present business, including the cost to convert to DTV, will be satisfied primarily from operations, marketable securities or cash balances. BHC, which completed an assessment of its year 2000 issues in 1998, believes that the total estimated compliance cost is immaterial. BHC expects to have completed all remediation efforts, including third party systems testing, by September 30, 1999. BHC continues to believe that such issues will not have a material effect on its business, results of operations or financial condition. Quantitative and Qualitative Disclosures about Market Risk - ---------------------------------------------------------- BHC is subject to certain market risk relating to its marketable securities holdings, which are all held for other than trading purposes. The table below provides information as of June 30, 1999 about the U.S. Government securities which are subject to interest rate sensitivity and the equity securities which are subject to equity market sensitivity. (in thousands) Cost Fair Value ---- ---------- U.S. Government securities $ 1,081,428 $ 1,080,541 Equity securities $ 68,070 $ 107,589 Results of Operations - --------------------- BHC net income in the second quarter of 1999 totalled $10,718,000, or $.48 per share ($.47 per share diluted), compared to net income in last year's second quarter of $14,597,000, or $.65 per share ($.64 per share diluted). Lower earnings at our core television station group and higher start-up losses at UPN, which is 50% owned by BHC, were only partially offset by increased interest and other income. For the first six months of 1999, BHC net income totalled $12,698,000, or $.56 per share ($.56 per share diluted), compared to net income of $20,595,000, or $.91 per share ($.90 per share diluted), in last year's comparable period. The decline in year to date earnings mostly reflects higher UPN losses. Weighted average common shares outstanding declined to 22,512,000 from 22,627,000 in the quarter, and to 22,512,000 from 22,713,000 in the six month period, reflecting our purchases last year of BHC Class A common shares. Station group earnings in the second quarter declined 9%, to $36,372,000 from last year's $40,017,000, as station operating revenues fell 2%, to $115,904,000 from $118,007,000, and station operating expenses rose 2%. Operating income accordingly declined 13%, to $30,026,000 from $34,369,000 last year. For the first six months of 1999, station group earnings increased 5%, to $63,071,000 from $60,241,000, mainly due to approximately $4.8 million of copyright royalties, of which $4.3 million was recorded in the first quarter, paid to our New York station, WWOR, for prior years, when certain of its programming was carried on distant cable systems. Station operating revenues for the six months, including the royalty payments, rose 2%, to $220,327,000 from $215,631,000. Reflecting the increase in station group earnings, operating income in the period increased 5%, to $50,257,000 from $47,756,000. Interest and other income, which consists mostly of amounts earned on cash and marketable securities holdings, rose to $24,173,000 in the second quarter from $18,742,000 last year, due mostly to marketable security gains, which offset a decline in interest income. Interest and other income totalled $42,919,000 in the six month period, compared to $38,796,000 last year. UPN's losses have widened in 1999 due to the expansion of the network's prime time schedule to five weekday evenings this year from three last year, ratings declines and expenses related to cancelled programs. BHC's 50% share of UPN's losses rose to $27,188,000 from $22,471,000 in the second quarter, and to $57,338,000 from $42,381,000 in the six month period. BHC's effective income tax rate rose to approximately 40% in the 1999 periods from approximately 36% in the 1998 periods, primarily reflecting the realization in 1998 of certain income tax benefits. Minority interest reflects the interest of shareholders other than BHC in the net income of UTV, 58.5% owned by BHC at June 30, 1999 and 58.6% owned by BHC at June 30, 1998. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ---------------------------------------------------------- The information appearing in Management's Discussion and Analysis under the caption "Quantitative and Qualitative Disclosures about Market Risk" is incorporated herein by this reference. BHC COMMUNICATIONS, INC. ------------------------ PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. ---------------------------------------------------- The following matters were submitted to a vote of security holders at the Registrant's annual meeting of stockholders which was held on May 4, 1999. The following were elected directors, each receiving the number of votes set opposite his or her name: Broker For Withheld Non-votes --- -------- --------- Laurence M. Kashdin 183,732,850 62,214 -0- Joelen K. Merkel 183,733,413 61,651 -0- Herbert J. Siegel 183,733,297 61,767 -0- The selection of PricewaterhouseCoopers LLP as BHC's auditors for the current year was ratified by the following vote: Broker For Against Abstain Non-votes --- ------- ------- --------- 183,762,684 25,135 7,245 -0- tem 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: August 13, 1999 EXHIBIT INDEX Incorporated by Reference to: Exhibit No. Exhibit - ------------- ----------- ------- 27 Financial Data Schedule EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 10Q DATED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 1000 6-MOS DEC-31-1999 JUN-30-1999 182871 1188130 95813 4896 0 1552435 158803 109342 2072535 181040 0 0 0 225 1689561 2072535 0 224864 0 174607 0 0 0 35838 14300 12698 0 0 0 12698 .56 .56
-----END PRIVACY-ENHANCED MESSAGE-----