-----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, JnPpSHNxmJEgxO3Kb32Fx6w3HYHCogWnXu3ToR2/KdSUVuuB8NINUnaOZdQ8R8KC GPVkKw7LhUsgsBVMopJs0w== 0000950131-96-000366.txt : 19960213 0000950131-96-000366.hdr.sgml : 19960213 ACCESSION NUMBER: 0000950131-96-000366 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960212 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLAYBOY ENTERPRISES INC CENTRAL INDEX KEY: 0000079114 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 362258830 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06813 FILM NUMBER: 96514692 BUSINESS ADDRESS: STREET 1: 680 N LAKE SHORE DR CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3127518000 10-Q 1 FORM 10-Q UNITED STATES 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 December 31, 1995 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 1-6813 PLAYBOY ENTERPRISES, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-2258830 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 680 NORTH LAKE SHORE DRIVE, CHICAGO, IL 60611 (Address of principal executive offices) (Zip Code) (312) 751-8000 (Registrant's telephone number, including area code) 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 January 31, 1996, there were 4,713,954 shares of Class A Common Stock, par value $.01 per share and 15,286,567 shares of Class B Common Stock, par value $.01 per share, outstanding. PLAYBOY ENTERPRISES, INC. AND SUBSIDIARIES INDEX TO FORM 10-Q ____________ Page Number ----------- Part I. Financial Information Condensed Consolidated Statements of Operations for the Quarters Ended December 31, 1995 and 1994 3 Condensed Consolidated Statements of Operations for the Six Months Ended December 31, 1995 and 1994 4 Condensed Consolidated Balance Sheets at December 31, 1995 and June 30, 1995 5 Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 1995 and 1994 6 Notes to Condensed Consolidated Financial Statements 7-8 Management's Discussion and Analysis of Financial Condition and Results of Operations 9-16 Part II. Other Information 17 2 PLAYBOY ENTERPRISES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS for the Quarters Ended December 31 (Unaudited) (In thousands, except per share amounts)
1995 1994* -------- -------- Net revenues $ 71,618 $ 64,663 -------- -------- Costs and expenses: Cost of sales (60,498) (56,436) Selling and administrative expenses (8,266) (6,936) -------- -------- Total costs and expenses (68,764) (63,372) -------- -------- Operating income 2,854 1,291 -------- -------- Nonoperating income (expense): Investment income 13 20 Interest expense (150) (178) Other, net (8) 52 -------- -------- Total nonoperating expense (145) (106) -------- -------- Income before income taxes 2,709 1,185 Income tax expense (1,571) (184) -------- -------- Net income $ 1,138 $ 1,001 ======== ======== Weighted average number of common shares outstanding 19,990 19,986 ======== ======== Net income per common share $ .06 $ .05 ======== ========
* Certain reclassifications have been made to conform to the current year presentation. The accompanying notes are an integral part of these consolidated financial statements. 3 PLAYBOY ENTERPRISES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS for the Six Months Ended December 31 (Unaudited) (In thousands, except per share amounts)
1995 1994* --------- --------- Net revenues $ 133,881 $ 121,881 --------- --------- Costs and expenses: Cost of sales (114,182) (107,165) Selling and administrative expenses (15,405) (14,289) --------- --------- Total costs and expenses (129,587) (121,454) --------- --------- Operating income 4,294 427 --------- --------- Nonoperating income (expense): Investment income 29 31 Interest expense (306) (343) Other, net (34) 39 --------- --------- Total nonoperating expense (311) (273) --------- --------- Income before income taxes 3,983 154 Income tax expense (1,833) (381) --------- --------- Net income (loss) $ 2,150 $ (227) ========= ========= Weighted average number of common shares outstanding 19,990 19,979 ========= ========= Net income (loss) per common share $ .11 $ (.01) ========= =========
* Certain reclassifications have been made to conform to the current year presentation. The accompanying notes are an integral part of these consolidated financial statements. 4 PLAYBOY ENTERPRISES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data)
(Unaudited) Dec. 31, June 30, 1995 1995 ----------- --------- Assets - ------ Cash and cash equivalents $ 1,132 $ 1,471 Receivables, net of allowance for doubtful accounts of $3,840 and $4,837, respectively 25,608 24,151 Inventories 26,236 21,428 Programming costs 28,926 29,740 Deferred subscription acquisition costs 9,542 9,176 Other current assets 10,054 10,190 -------- -------- Total current assets 101,498 96,156 -------- -------- Property and equipment, at cost 36,810 36,576 Accumulated depreciation (24,296) (23,100) -------- -------- Property and equipment, net 12,514 13,476 -------- -------- Programming costs - noncurrent 5,250 3,209 Trademarks 11,269 11,046 Net deferred tax assets 5,441 6,493 Other noncurrent assets 10,106 7,455 -------- -------- Total assets $146,078 $137,835 ======== ======== Liabilities - ----------- Short-term borrowings $ 6,500 $ 5,000 Current financing obligations 336 333 Accounts payable 24,074 19,549 Accrued salaries, wages and employee benefits 3,772 4,088 Reserves for losses on disposals of discontinued operations 750 766 Income taxes payable 861 875 Deferred revenues 42,146 42,905 Other liabilities and accrued expenses 9,872 8,621 -------- -------- Total current liabilities 88,311 82,137 Long-term financing obligations 344 687 Other noncurrent liabilities 8,178 7,921 -------- -------- Total liabilities 96,833 90,745 -------- -------- Shareholders' Equity - -------------------- Common stock, $.01 par value Class A - 7,500,000 shares authorized; 5,042,381 issued 50 50 Class B - 30,000,000 shares authorized; 16,477,143 issued 165 165 Capital in excess of par value 36,399 36,398 Retained earnings 20,696 18,546 Less cost of treasury stock (8,065) (8,069) -------- -------- Total shareholders' equity 49,245 47,090 -------- -------- Total liabilities and shareholders' equity $146,078 $137,835 ======== ========
The accompanying notes are an integral part of these consolidated financial statements. 5 PLAYBOY ENTERPRISES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS for the Six Months Ended December 31 (Unaudited) (In thousands)
1995 1994 -------- -------- Cash Flows From Operating Activities - ------------------------------------ Net income (loss) $ 2,150 $ (227) Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: Depreciation of property and equipment 1,196 1,267 Amortization of intangible assets 872 746 Amortization of investments in entertainment programming 9,023 9,125 Investments in entertainment programming (10,250) (10,838) Net change in operating assets and liabilities (1,449) (2,433) Net cash used for discontinued operations (16) (96) Other, net 15 30 -------- -------- Net cash provided by (used for) operating activities 1,541 (2,426) -------- -------- Cash Flows From Investing Activities - ------------------------------------ Additions to property and equipment (234) (171) Acquisitions of equity interests in international ventures (2,856) - Other, net 60 16 -------- -------- Net cash used for investing activities (3,030) (155) -------- -------- Cash Flows From Financing Activities - ------------------------------------ Increase in short-term borrowings 1,500 4,000 Repayment of debt (350) (1,850) Proceeds from exercise of stock options - 198 -------- -------- Net cash provided by financing activities 1,150 2,348 -------- -------- Net decrease in cash and cash equivalents (339) (233) Cash and cash equivalents at beginning of period 1,471 1,258 -------- -------- Cash and cash equivalents at end of period $ 1,132 $ 1,025 ======== ========
The accompanying notes are an integral part of these consolidated financial statements. 6 PLAYBOY ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS for the Quarters and Six Months Ended December 31, 1995 and 1994 (A) BASIS OF PREPARATION -------------------- The financial information included herein is unaudited, but in the opinion of management, reflects all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the results for the interim periods. The interim results of operations and cash flows are not necessarily indicative of such results and cash flows for the entire year. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Annual Report on Form 10-K for the fiscal year ended June 30, 1995 of Playboy Enterprises, Inc. and Subsidiaries (the "Company"). (B) INCOME TAXES ------------ The Company's net deferred tax asset declined to $5.8 million at December 31, 1995 based on management's projection of fiscal 1996 taxable income. As reported in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1995, the significant components of the net deferred tax asset include net operating loss, capital loss and tax credit carryforwards. Of the $5.8 million and $6.9 million net deferred tax assets included in the Condensed Consolidated Balance Sheets at December 31, 1995 and June 30, 1995, respectively, $0.4 million is included in "Other current assets" with the remainder segregated as "Net deferred tax assets". Realization of the net deferred tax asset is dependent upon the Company's ability to generate taxable income in future years. The recognition of benefits in the financial statements is based upon projections by management of future operating income and the anticipated reversal of temporary differences that will result in taxable income. Projections of future earnings were based on adjusted historical earnings. In order to fully realize the net deferred tax asset of $6.9 million recorded at June 30, 1995, the Company will need to generate future taxable income of approximately $20.2 million. Management believes that it is more likely than not that the required amount of taxable income will be realized. Management will periodically reconsider the assumptions utilized in the projection of future earnings and, if warranted, increase or decrease the amount of deferred tax benefits recognized through an adjustment to the valuation allowance. (C) INVENTORIES ----------- Inventories, which are stated at the lower of cost (average cost, specific cost and first-in, first-out) or market, consisted of the following (in thousands):
Dec. 31, June 30, 1995 1995 -------- -------- Paper $11,930 $ 7,342 Editorial and other prepublication costs 5,962 6,193 Merchandise finished goods 8,344 7,893 ------- ------- Total inventories $26,236 $21,428 ======= =======
(D) TREASURY STOCK -------------- Treasury stock consisted of 328,427 Class A common shares and 1,200,576 Class B common shares at December 31, 1995. At June 30, 1995, treasury stock consisted of 328,427 Class A common shares and 1,201,294 Class B common shares. 7 (E) REVOLVING CREDIT AGREEMENT -------------------------- Under the terms of the Company's revolving credit agreement, which was finalized in March 1995, the line of credit decreased from $30.0 million to $19.5 million at December 31, 1995. In January 1996, the banks approved an amendment to the current agreement which will increase the line of credit from $19.5 million to $35.0 million and extend the maturity date of the entire line to February 1999. The amended revolving credit agreement, which is subject to final documentation, will remain collateralized by substantially all of the Company's assets and will require the Company to maintain financial covenants pertaining to net worth, leverage and cash flow. (F) CONTINGENCIES ------------- In January 1993, the Company received a General Notice from the United States Environmental Protection Agency (the "EPA") as a "potentially responsible party" ("PRP") in connection with a site identified as the Southern Lakes Trap & Skeet Club, apparently located at the Resort-Hotel in Lake Geneva, Wisconsin (the "Resort"), formerly owned by a subsidiary of the Company. The Resort was sold by the Company's subsidiary to LG Americana-GKP Joint Venture in 1982. Two other entities were also identified as PRPs in the notice. The notice relates to actions that may be ordered taken by the EPA to sample for and remove contamination in soils and sediments, purportedly caused by skeet shooting activities at the Resort property. During fiscal 1994, the EPA advised the Company of its position that the area of land requiring remediation is approximately twice the size of the initial site. The Company believes that it has established adequate reserves, which totaled $0.8 million at December 31, 1995, to cover the eventual cost of its anticipated share (based on an agreement with one of the other PRPs) of any remediation that may be agreed upon. The Company is also reviewing available defenses, insurance coverage and claims it may have against third parties. 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (IN MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS) RESULTS OF OPERATIONS - --------------------- The Company's revenues increased 11% to $71.6 for the quarter ended December 31, 1995 compared to $64.7 for the prior year quarter. Revenues were $133.9 for the six months ended December 31, 1995, a 10% increase over revenues of $121.9 for the six months ended December 31, 1994. These increases were due to higher revenues from all of the Company's Groups, primarily driven by increases in the domestic pay television business and the Collectors' Choice Music and Critics' Choice Video catalogs. The Company reported operating income of $2.9 for the quarter ended December 31, 1995 compared to $1.3 in the prior year quarter. For the six months ended December 31, 1995, the Company had operating income of $4.3 compared to $0.4 in the prior year. These increases were primarily due to significantly higher operating income for the domestic pay television and international product marketing businesses, partially offset by lower operating income for Playboy magazine and the international television and home video business. Additionally, the current year six-month period reported meaningful increases in operating income from the Playboy-related and domestic home video businesses. Net income for the quarter ended December 31, 1995 was $1.1, or $0.06 per share, compared to $1.0, or $0.05 per share, for the prior year quarter. For the six months ended December 31, 1995, net income was $2.2, or $0.11 per share, compared to a net loss of $0.2, or $0.01 per share, for the six months ended December 31, 1994. Several of the Company's businesses can experience variations in quarterly performance. For example, Playboy magazine newsstand revenues vary from issue to issue, with revenues generally higher for holiday issues and any issues including editorial or pictorial features that generate unusual public interest. Advertising revenues also vary from quarter to quarter, depending on product introductions by advertising customers, changes in advertising buying patterns and economic conditions. In addition, Entertainment Group revenues vary with the timing of sales to international customers, including the timing of new multiyear agreements to both program and supply programming for exclusive Playboy-branded time slots on overseas pay television services. As a result, the Company's performance in any quarterly period is not necessarily reflective of full-year or longer-term trends. PUBLISHING GROUP The revenues and operating income of the Publishing Group were as follows for the periods indicated below:
REVENUES OPERATING INCOME ------------------------------ ------------------------------ QUARTERS SIX MONTHS QUARTERS SIX MONTHS ENDED ENDED ENDED ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, -------------- -------------- -------------- -------------- 1995 1994 1995 1994 1995 1994 1995 1994 ------ ------ ------ ------ ------ ------ ------ ------ Playboy Magazine............ $29.3 $29.1 $54.1 $54.1 $ 2.6 $ 3.4 $ 3.2 $ 4.5 Playboy-Related Businesses.. 5.5 4.9 13.5 11.8 1.9 1.6 5.1 3.7 ----- ----- ----- ----- ----- ----- ----- ----- Subtotal................. 34.8 34.0 67.6 65.9 4.5 5.0 8.3 8.2 Administrative Expenses..... - - - - (1.0) (0.8) (2.1) (1.9) ----- ----- ----- ----- ----- ----- ----- ----- Total.................. $34.8 $34.0 $67.6 $65.9 $ 3.5 $ 4.2 $ 6.2 $ 6.3 ===== ===== ===== ===== ===== ===== ===== =====
Playboy Magazine Playboy magazine circulation revenues increased 6%, or $1.1, for the quarter ended December 31, 1995 compared to the prior year. This increase was primarily due to 22% more U.S. and Canadian newsstand copies sold in the current year quarter, principally attributable to the strong-selling December 1995 issue featuring Farrah Fawcett. Partially offsetting the above were unfavorable newsstand sales adjustments related to prior issues in the current year quarter compared to favorable adjustments related to prior issues in the prior year quarter. Subscription revenues were essentially flat for the quarter. For the six months ended December 31, 9 1995, circulation revenues remained stable compared to the prior year as a 1% increase in subscription revenues combined with a higher average newsstand rate in the current year were mostly offset by favorable newsstand sales adjustments in the prior year related to prior years' issues. Advertising revenues for the quarter and six months ended December 31, 1995 decreased 15% and 3%, respectively, compared to the prior year primarily due to 17% and 8% fewer advertising pages, respectively, in the current year. Partially offsetting the decrease for the six-month period was an increase in average net revenue per page principally due to a 5% rate increase effective with the January 1995 issue. Advertising sales for the fiscal 1996 third quarter issues of the magazine are closed, and the Company expects to report 6% more advertising pages for the quarter compared to the prior year quarter. For the quarter and six months ended December 31, 1995, Playboy magazine operating income decreased $0.8 and $1.3, respectively, compared to the prior year primarily due to an increase in manufacturing costs partially offset by a decrease in direct costs and operating expenses. Manufacturing costs for the quarter and six months ended December 31, 1995 increased 24% and 26%, respectively, compared to the prior year principally due to higher paper prices which began impacting the Company in the second half of fiscal 1995. For the quarter and six months ended December 31, 1995, average paper prices were 65% and 53% higher, respectively, than the prior year. Direct costs and operating expenses decreased 7% and 8%, respectively, for the quarter and six months ended December 31, 1995 largely due to lower subscription acquisition amortization expense in the current year combined with a legal settlement in the prior year with the Company's former distributor of Playboy magazine. Further, editorial costs for the quarter and six-month period increased and decreased, respectively, as a result of higher photo costs related to the Farrah Fawcett pictorial in the current year, more than offset by costs related to an additional celebrity pictorial in the prior year six-month period. Playboy-Related Businesses For the quarter and six months ended December 31, 1995, operating income from the Company's Playboy-related businesses increased $0.3 and $1.4, respectively, on $0.6 and $1.7 increases, respectively, in revenues. These increases were primarily due to higher revenues from newsstand specials principally as a result of the publication of two additional issues in both of the current year periods combined with a $1.00 increase in the cover price to $6.95 in most of the country in the fourth quarter of the prior year, partially offset by 21% and 11%, respectively, lower average copy sales in the current year quarter and six- month period. Partially offsetting the above were lower revenues from ancillary businesses. Additionally, benefiting the comparison for the six-month period were higher royalties from Playboy foreign editions. Administrative Expenses The Publishing Group's administrative expenses increased $0.2 for both the quarter and six months ended December 31, 1995. CATALOG GROUP The revenues and operating income of the Catalog Group were as follows for the periods indicated below:
QUARTERS SIX MONTHS ENDED ENDED DECEMBER 31, DECEMBER 31, ------------ ------------ 1995 1994 1995 1994 ----- ----- ----- ----- REVENUES.......... $20.8 $17.4 $35.0 $30.7 ===== ===== ===== ===== OPERATING INCOME.. $ 1.9 $ 1.8 $ 2.6 $ 3.2 ===== ===== ===== =====
10 For the quarter and six months ended December 31, 1995, revenues of the Catalog Group increased 20% and 14%, respectively, compared to the prior year primarily due to higher sales volume from all of the Company's catalogs, primarily the Collectors' Choice Music and Critics' Choice Video catalogs. The increased revenues related to the Critics' Choice Video catalog were primarily attributable to a strong response to a competitive pricing strategy implemented in the current year quarter to offset lower response rates in the previous two quarters. These lower response rates were due in part to competition from mass marketers which offer popular videos at deeply-discounted prices. The Collectors' Choice Music and Playboy catalogs also had higher revenues primarily due to increased circulation. For the quarter ended December 31, 1995, operating income increased 8% compared to the prior year quarter primarily due to higher operating income from the Critics' Choice Video and Collectors' Choice Music catalogs, primarily due to the improved revenues. Partially offsetting the above was lower operating income from the Playboy catalog largely due to a slightly lower gross profit margin. For the six months ended December 31, 1995, operating income was 18% lower than the prior year primarily due to lower operating income from the Playboy and Critics' Choice Video catalogs. These decreases were primarily due to the lower revenues in the previous quarter for the Critics' Choice Video catalog, combined with higher expenses for both catalogs due to paper price and postal rate increases and expanded mailings to prospective customers. Also unfavorably impacting the Playboy catalog was a slightly lower gross profit margin. Slightly offsetting the above was an increase in operating income from the Collectors' Choice Music catalog primarily due to the increased revenues. ENTERTAINMENT GROUP The revenues and operating income (loss) of the Entertainment Group were as follows for the periods indicated below:
QUARTERS SIX MONTHS ENDED ENDED DECEMBER 31, DECEMBER 31, -------------- -------------- 1995 1994 1995 1994 ------ ------ ------ ------ REVENUES Domestic Pay Television: Playboy Television Pay-Per-View........................ $ 3.5 $ 2.9 $ 7.3 $ 5.6 Playboy Television Monthly Subscription................ 1.7 1.7 3.5 3.5 Playboy Television Satellite Direct-to-Home and Other.. 4.1 2.2 7.5 4.3 AdulTVision............................................ 0.5 - 0.9 - ----- ----- ----- ----- Total Domestic Pay Television........................ 9.8 6.8 19.2 13.4 Domestic Home Video..................................... 2.2 2.3 4.4 4.2 International Television and Home Video................. 1.3 2.2 3.2 4.0 Movies and Other........................................ 0.4 0.2 0.7 0.3 ----- ----- ----- ----- Total Revenues....................................... $13.7 $11.5 $27.5 $21.9 ===== ===== ===== ===== OPERATING INCOME (LOSS) Profit Contribution Before Programming Expense.......... $ 4.9 $ 3.9 $10.7 $ 7.0 Programming Expense..................................... (4.2) (4.8) (8.8) (8.9) ----- ----- ----- ----- Total Operating Income (Loss)........................ $ 0.7 $(0.9) $ 1.9 $(1.9) ===== ===== ===== =====
The following discussion focuses on the profit contribution of each business before programming expense ("profit contribution"). 11 Domestic Pay Television For the quarter and six months ended December 31, 1995, pay-per-view revenues for the domestic pay television service, Playboy Television, were 20% and 32% higher, respectively, compared to the prior year, primarily attributable to higher average buy rates, an increase in the number of addressable homes to which Playboy Television was available, and higher average revenue per buy in the current year. At December 31, 1995, Playboy Television was available to 11.3 million cable addressable homes, a 9% increase compared to December 31, 1994. Of the 11.3 million cable addressable homes, 3.3 million could receive Playboy Television on a 24-hour basis, a 38% increase compared to December 31, 1994. The number of cable addressable homes to which Playboy Television was available at December 31, 1995 increased 0.4 million, or 4%, from September 30, 1995, while homes with 24-hour availability increased 0.2 million, or 6%, over the same period. The average annual increase in the number of cable addressable homes to which Playboy Television was available over the last five complete fiscal years was 29%. Management believes that beginning in the fourth quarter of fiscal 1993, growth of the Company's domestic pay television business slowed due to the effects of cable reregulation by the Federal Communications Commission ("FCC"), which has resulted in a slowdown in the industry's rollout of addressability. Additionally, competition for channel space has contributed to the slower growth as cable operators have utilized available channel space for new cable networks in connection with mandated retransmission consent agreements and for other new services, including adult movie pay television services. Management believes that growth will continue to be affected in the near term as the cable television industry responds to the FCC's initial rules and to subsequent modifications, including the "going-forward rules" announced in fiscal 1995. Over the coming months, management expects to continue to be impacted by the slower growth of addressable homes related to these "going-forward rules," as a result of cable operators being provided with incentives to add basic services. Nevertheless, management believes that ultimately reregulation should benefit pay-per-view services as cable operators seek unregulated sources of revenue, such as pay-per-view. In February 1996, Congress passed, and President Clinton signed into law, The Telecommunications Act of 1996 (the "Act"). The Act, among other things, requires that sexually-oriented cable programming be scrambled unless it is broadcast only during certain restricted periods. The Act also imposes the first-ever content regulations on on-line communications. Penalties for violation of the Act are significant and include fines and imprisonment. The Company believes that some of the Act's provisions are unconstitutional and will be the subject of court challenges, the outcomes of which are difficult to predict with certainty at the present time. Certain cable operators that carry programming regulated by the Act will have to scramble cable signals in order to continue broadcasting programming produced by the Company. Otherwise they would have to restrict periods during which the programming is transmitted. The Company believes that if the scrambling requirements of the Act are enforced, a portion of the Company revenues attributable to its domestic pay television services will be adversely affected due to reduced carriage and/or reduced buy rates. Based upon preliminary estimates, the Company believes that any loss in revenues attributable to enforcement of the Act in its domestic pay television operations would be less than $1 million for the fiscal year ended June 30, 1996. Playboy Television monthly subscription revenues remained stable for both the quarter and six months ended December 31, 1995, compared to the prior year. Playboy Television satellite direct-to-home and other revenues were 86% and 76% higher for the quarter and six months ended December 31, 1995, respectively, compared to the prior year. These increases were due to higher DirecTV revenues, as a result of an increase in the subscriber universe and a change to 24-hour programming in August 1995, and revenues in the current year from PrimeStar, which launched Playboy Television in the fourth quarter of fiscal 1995, slightly offset by lower TVRO revenues. Playboy Television was available to 15.4 million cable and satellite direct-to-home households, including 362,000 monthly subscribers, at December 31, 1995. In July 1995, the Company launched a second domestic pay television channel, AdulTVision, as a flanker channel to Playboy Television to protect the Company against competitive pressures from other adult channels and to drive cable access. AdulTVision is being offered on a pay-per-view basis and is sold in combination with Playboy Television through cable operators, and to the direct- to-home market. For the quarter and six months ended December 31, 1995, revenues for the new channel were $0.5 and $0.9, respectively. The Company expects the channel to report a modest loss in fiscal 1996. 12 Profit contribution for domestic pay television increased $2.2 and $4.0, respectively, for the quarter and six months ended December 31, 1995 primarily due to the significant increases in revenues combined with lower distribution costs, partially offset by transponder expenses related to the new channel and higher sales and marketing costs in the current year. Domestic Home Video Domestic home video revenues decreased $0.1 for the quarter ended December 31, 1995, compared to the prior year quarter. For the six-month period, revenues increased $0.2 compared to the prior year primarily due to higher royalties related to a direct-response continuity series with Warner Music Enterprises, Inc. ("Warner Music"), combined with revenues from the sale of inventory to Warner Music in connection with the continuity series. As a result of Time Warner Inc.'s recent decision to eliminate Warner Music, the continuity series will be distributed by another division of Time Warner Inc., Time Life Inc., which has elected to continue with the Company's series without interruption. Additionally, there were higher sales of new releases in the current year, in part due to the extraordinary sales of The Best of Pamela Anderson. Partially offsetting the above were net revenues in the prior year related to sales and returns of catalog titles compared to none in the current year due to a three- year licensing agreement effective in the prior year with the Company's distributor whereby the Company receives an annual guarantee in the second half of each year, subject to certain earn-out provisions in the final year. The second quarter revenues were impacted by the same factors. Profit contribution increased $0.1 for the quarter ended December 31, 1995, compared to the prior year quarter. For the six-month period, profit contribution increased $0.9 compared to the prior year principally due to the increase in revenues in the current year combined with costs in the prior year related to an industry convention which will not be held in the current year. International Television and Home Video For the quarter and six months ended December 31, 1995, profit contribution from the international television and home video business decreased $0.9 for both periods on $0.9 and $0.8 decreases in revenues for the quarter and six- month period, respectively. These decreases were primarily due to higher international television revenues in the prior year associated with multiyear agreements. Partially offsetting the above were revenues in the current year as a result of the recent launch of a Playboy Television channel in Japan combined with new sales to Mexico, and an unfavorable adjustment in the prior year related to revenues associated with a multiyear agreement recorded in fiscal 1994. Variations in quarterly performance are caused by revenues and profit contribution from multiyear agreements being recognized depending upon the timing of program delivery, license periods and other factors. Programming Expense Programming amortization expense associated with the Entertainment Group businesses discussed above decreased $0.6 and $0.1 for the quarter and six months ended December 31, 1995, respectively, compared to the prior year primarily due to the lower revenues from international television and home video, partially offset by increased investments in entertainment programming. Movies and Other For the quarter and six months ended December 31, 1995, operating income from movies and other businesses remained stable and increased $0.1, respectively, on $0.2 and $0.4 increases in revenues, respectively. The Entertainment Group's administrative expenses for the quarter and six months ended December 31, 1995 increased $0.6 and $0.5, respectively, compared to the prior year primarily due to higher compensation expenses in the current year. 13 PRODUCT MARKETING GROUP The revenues and operating income of the Product Marketing Group were as follows for the periods indicated below:
QUARTERS SIX MONTHS ENDED ENDED DECEMBER 31, DECEMBER 31, ------------ ------------ 1995 1994 1995 1994 ----- ----- ----- ----- REVENUES......................... $ 2.3 $ 1.8 $ 3.8 $ 3.4 ===== ===== ===== ===== OPERATING INCOME................. $ 1.2 $ 0.3 $ 1.9 $ 1.1 ===== ===== ===== =====
Revenues for the quarter and six months ended December 31, 1995 increased $0.5 and $0.4, respectively, compared to the prior year largely due to significantly higher international product licensing royalties, primarily from Asia. Partially offsetting the above were lower revenues in the current year from Special Editions, Ltd., as the Company's art publishing and art products business moves from direct sales to licensing, combined with no royalties in the current year from a Sarah Coventry licensee that experienced financial difficulties and was terminated in the second quarter of the prior year. Operating income for the quarter and six-month period increased $0.9 and $0.8, respectively, principally due to increases in the operating performances of international product licensing, primarily due to the higher revenues, and Sarah Coventry product licensing, as the lower revenues were more than offset by marketing and bad debt expenses in the prior year. CORPORATE ADMINISTRATION AND PROMOTION Corporate administration and promotion expenses of $4.4 and $8.4 for the quarter and six months ended December 31, 1995, respectively, increased $0.3, or 8%, and $0.1, or 1%, respectively, compared to the prior year periods. GAMING The Company has announced plans to re-enter the gaming business. The Company's image, international appeal and successful history in gaming makes this a logical extension into a fast growing field of adult entertainment. The Company, with a consortium of Greek investors, bid in June 1995 for an exclusive gaming license on the island of Rhodes, Greece. In November 1995, the Greek government officially notified the Company's consortium that it had won the competitive bid for this license, and the Company expects the casino to open in fiscal 1997. The Company will receive licensing royalties on revenues of the consortium and owns less than 20% of its equity. The Company is also exploring other gaming ventures. The Company's strategy is to enter into joint-venture agreements with strong local partners in which it would consider taking equity positions as well as receiving license fees for the use of the Playboy name and trademarks. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- At December 31, 1995, the Company had $1.1 in cash and cash equivalents and $6.5 in short-term borrowings, compared to $1.5 in cash and cash equivalents and $5.0 in short-term borrowings at June 30, 1995. The Company expects to meet its short-term and long-term cash requirements through its amended revolving credit agreement and cash generated from operations. See Cash Flows From Financing Activities below. Cash Flows From Operating Activities Net cash provided by operating activities was $1.5 for the six months ended December 31, 1995 compared to net cash used of $2.4 for the prior year period principally due to the Company's improved operating performance in the current year. The Company invested $10.3 in Company-produced and licensed entertainment programming during the first six months of fiscal 1996 compared to $10.8 in the prior year period, and expects to invest approximately $16.3 in such programming during the remainder of fiscal 1996. 14 Cash Flows From Investing Activities Net cash used for investing activities was $3.0 for the six months ended December 31, 1995 compared to $0.2 for the prior year period. The current year period included investments in equity interests of $2.9 in the first overseas Playboy television channels in the United Kingdom and Japan and in the gaming venture awarded an exclusive license on the island of Rhodes, Greece. Cash Flows From Financing Activities Net cash provided by financing activities was $1.2 for the six months ended December 31, 1995 compared to $2.3 for the prior year period. This decrease was principally due to a $2.5 lower increase in the level of short-term borrowings under the Company's revolving line of credit in the current year, partially offset by a payment in the prior year related to the Company's acquisition effective July 1, 1993 of the remaining 20% interest in Critics' Choice Video, Inc. for $3.0, which consisted of $1.5 in cash and one-year promissory notes totaling $1.5, which were paid July 1, 1994. Under the terms of the Company's revolving credit agreement, which was finalized in March 1995, the line of credit decreased from $30.0 to $19.5 at December 31, 1995. In January 1996, the banks approved an amendment to the current agreement which will increase the line of credit from $19.5 to $35.0 and extend the maturity date of the entire line to February 1999. The amended revolving credit agreement, which is subject to final documentation, will remain collateralized by substantially all of the Company's assets and will require the Company to maintain financial covenants pertaining to net worth, leverage and cash flow. Income Taxes Based on current tax law, the Company must generate approximately $20.2 of future taxable income prior to the expiration of the Company's net operating loss carryforwards ("NOLs") for full realization of the $6.9 net deferred tax asset recorded at June 30, 1995. At June 30, 1995, the Company had NOLs of $47.8 for tax purposes, with $12.1 expiring in 2001, $8.9 expiring in 2003, $8.2 expiring in 2004, $1.1 expiring in 2007, $1.1 expiring in 2008 and $16.4 expiring in 2009. Management continues to believe that it is more likely than not that a sufficient level of taxable income will be generated prior to the expiration of the Company's NOLs to realize the $6.9 net deferred tax asset recorded at June 30, 1995. The Company's net deferred tax asset declined to $5.8 at December 31, 1995 based on management's projection of fiscal 1996 taxable income. Following is a summary of the bases for management's belief that it is more likely than not that the net deferred tax asset of $6.9 at June 30, 1995 will be realized: . Management reviewed the components of the Company's NOLs and determined that they primarily resulted from several nonrecurring events, which were not indicative of the Company's ability to generate future earnings. . The Publishing, Catalog and Product Marketing Groups continue to generate earnings, while the Company's substantial investments in the Entertainment Group resulted in earnings in fiscal 1995, and should lead to increased earnings in future years. . The Company has several opportunities to accelerate taxable income into the NOL carryforward period. Tax planning strategies would include the capitalization and amortization versus immediate deduction of circulation expenditures, the immediate inclusion versus deferred recognition of prepaid subscription income, the revision of depreciation and amortization methods for tax purposes and the sale-leaseback of certain property that would generate taxable income in future years. 15 Other In January 1993, the Company received a General Notice from the United States Environmental Protection Agency (the "EPA") as a "potentially responsible party" ("PRP") in connection with a site identified as the Southern Lakes Trap & Skeet Club, apparently located at the Resort-Hotel in Lake Geneva, Wisconsin (the "Resort"), formerly owned by a subsidiary of the Company. The Resort was sold by the Company's subsidiary to LG Americana-GKP Joint Venture in 1982. Two other entities were also identified as PRPs in the notice. The notice relates to actions that may be ordered taken by the EPA to sample for and remove contamination in soils and sediments, purportedly caused by skeet shooting activities at the Resort property. During fiscal 1994, the EPA advised the Company of its position that the area of land requiring remediation is approximately twice the size of the initial site. The Company believes that it has established adequate reserves, which totaled $0.8 at December 31, 1995, to cover the eventual cost of its anticipated share (based on an agreement with one of the other PRPs) of any remediation that may be agreed upon. The Company is also reviewing available defenses, insurance coverage and claims it may have against third parties. 16 PART II. OTHER INFORMATION Item 6(a) Exhibits - ------------------ PLAYBOY ENTERPRISES, INC. AND SUBSIDIARIES EXHIBIT 11 COMPUTATION OF EARNINGS PER COMMON SHARE (In thousands, except per share amounts)
Quarters Ended Six Months Ended December 31, December 31, -------------------- -------------------- 1995 1994 1995 1994 ------- ------- ------- ------- Primary: - -------- Earnings: Net income (loss) $ 1,138 $ 1,001 $ 2,150 $ (227) ======= ======= ======= ======= Shares: Weighted average number of common shares outstanding 19,990 19,986 19,990 19,979 Assuming exercise of options reduced by the number of shares which could have been purchased with the proceeds from exercise of such options 229 245 233 208 ------- ------- ------- ------- Weighted average number of common shares outstanding as adjusted 20,219 20,231 20,223 20,187 ======= ======= ======= ======= Primary earnings per common share: Net income (loss) $ 0.06/1/ $ 0.05/1/ $ 0.11/1/ $ (0.01)/1/ ======= ======= ======= ======= Fully Diluted: - -------------- Earnings: Net income (loss) $ 1,138 $ 1,001 $ 2,150 $ (227) ======= ======= ======= ======= Shares: Weighted average number of common shares outstanding 19,990 19,986 19,990 19,979 Assuming exercise of options reduced by the number of shares which could have been purchased with the proceeds from exercise of such options 230 377 237 307 ------- ------- ------- ------- Weighted average number of common shares outstanding as adjusted 20,220 20,363 20,227 20,286 ======= ======= ======= ======= Earnings per common share assuming full dilution: Net income (loss) $ 0.06/1/ $ 0.05/1/ $ 0.11/1/ $ (0.01)/1/ ======= ======= ======= =======
/1/ This calculation is submitted in accordance with Regulation S-K item 601(b)(11) although not required by footnote 2 to paragraph 14 of APB Opinion No. 15 because it results in dilution of less than 3%. 17 SIGNATURES 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. PLAYBOY ENTERPRISES, INC. ------------------------- (Registrant) Date February 9, 1996 By /s/David I. Chemerow ------------------- ------------------------------ David I. Chemerow Executive Vice President, Finance and Operations and Chief Financial Officer 18 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 6-MOS JUN-30-1996 JUL-01-1995 DEC-31-1995 1,132 0 29,448 3,840 26,236 101,498 36,810 24,296 146,078 88,311 344 215 0 0 49,030 146,078 133,881 133,881 114,182 129,587 0 0 306 3,983 1,833 2,150 0 0 0 2,150 .11 .11
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