-----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, DSkJvarwCDr1VMtnupl0D/yAWq+ABmUNryKeBsel25vrU2+bPZDehrJUOE3EO1Qy +bT3dd+uTtwh0siJUUN5Nw== 0000910680-98-000215.txt : 19980518 0000910680-98-000215.hdr.sgml : 19980518 ACCESSION NUMBER: 0000910680-98-000215 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLARK DICK PRODUCTIONS INC CENTRAL INDEX KEY: 0000805370 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 232038115 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-15192 FILM NUMBER: 98624930 BUSINESS ADDRESS: STREET 1: 3003 W OLIVE AVE CITY: BURBANK STATE: CA ZIP: 91510 BUSINESS PHONE: 818-841-3003 MAIL ADDRESS: STREET 1: 3003 W. OLIVE AVENUE CITY: BURBANK STATE: CA ZIP: 91505 10-Q 1 FOR QTR. ENDED 3/31/98 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1998. 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 No. 0-15192 dick clark productions, inc. ---------------------------- (Exact name of registrant as specified in its charter) DELAWARE 23-2038815 ------------------------------ ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3003 West Olive Avenue, Burbank, California 91505-4590 ------------------------------------------------------------ (Address of principal executive offices, including zip code) (818) 841-3003 -------------- (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 [_] Below are indicated the number of shares outstanding of each of the registrant's classes of common stock as of May 14, 1998. Class Outstanding at May 14, 1998 - -------------------------------------------------------------------------------- Common Stock, $0.01 par value 8,021,000 Class A Common Stock, $0.01 par value 787,000 ITEM 1. dick clark productions, inc. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, June 30, 1998 1997 ----------- ----------- Assets Cash and cash equivalents $13,798,000 $ 3,322,000 Marketable securities 31,139,000 28,432,000 Accounts receivable 3,828,000 4,221,000 Program costs, net 6,965,000 4,615,000 Prepaid royalty 3,128,000 3,128,000 Leasehold improvements and equipment 16,994,000 16,711,000 Goodwill and other assets 2,155,000 2,869,000 ----------- ----------- Total Assets $78,007,000 $63,298,000 =========== =========== Liabilities & Stockholders' Equity Accounts payable $ 6,278,000 $ 5,958,000 Accrued residuals and participations 4,132,000 2,410,000 Production advances and deferred revenue 4,819,000 2,768,000 Current and deferred income taxes 4,993,000 936,000 ----------- ----------- Total Liabilities 20,222,000 12,072,000 Commitments and contingencies Minority interest 851,000 907,000 Stockholders' Equity: Class A common stock, $.01 par value, 2,000,000 shares authorized 787,000 shares outstanding 7,000 7,000 Common stock, $.01 par value, 20,000,000 shares authorized 8,021,000 shares outstanding at March 31, 1998 and 8,013,000 shares outstanding at June 30, 1997 76,000 76,000 Additional paid-in capital 8,262,000 8,205,000 Stock dividend to be distributed 5,230,000 -- Retained earnings 43,359,000 42,031,000 ----------- ----------- Total Stockholders' Equity 56,934,000 50,319,000 ----------- ----------- Total Liabilities & Stockholders' Equity $78,007,000 $63,298,000 =========== =========== The accompanying notes are an integral part of these consolidated balance sheets. 2 dick clark productions, inc. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended For the Nine Months Ended March 31, March 31, ---------------------------- ---------------------------- 1998 1997 1998 1997 ------------ ------------ ------------ ------------ Gross revenues $ 36,247,000 $ 22,243,000 $ 63,673,000 $ 43,060,000 Costs related to revenue 25,968,000 13,711,000 50,532,000 31,247,000 ------------ ------------ ------------ ------------ Gross profit 10,279,000 8,532,000 13,141,000 11,813,000 General and administrative expenses 1,522,000 1,367,000 3,942,000 3,537,000 Minority interest expense 39,000 52,000 92,000 482,000 Interest and other income (529,000) (268,000) (1,514,000) (1,209,000) ------------ ------------ ------------ ------------ Income before provision for income taxes 9,247,000 7,381,000 10,621,000 9,003,000 Provision for income taxes 3,541,000 2,917,000 4,063,000 3,538,000 ------------ ------------ ------------ ------------ Net income $ 5,706,000 $ 4,464,000 $ 6,558,000 $ 5,465,000 ============ ============ ============ ============ Basic earnings per share $ 0.65 $ 0.51 $ 0.74 $ 0.63 ============ ============ ============ ============ Diluted earnings per share $ 0.65 $ 0.51 $ 0.74 $ 0.63 ============ ============ ============ ============ Weighted average number of shares outstanding 8,808,000 8,744,000 8,805,000 8,740,000 ============ ============ ============ ============
The accompanying notes are an integral part of these consolidated statements. 3 dick clark productions, inc. CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
For the Nine Months Ended March 31, ---------------------------- 1998 1997 ------------ ------------ Cash flows from operating activities Net income $ 6,558,000 $ 5,465,000 Adjustments to reconcile net income to net cash provided by operations Amortization expense 34,297,000 20,294,000 Depreciation expense 1,623,000 1,067,000 Investment in program costs (36,117,000) (27,477,000) Minority interest, net (56,000) 433,000 Disposals of leasehold improvements and equipment 68,000 80,000 Changes in assets and liabilities Accounts receivable 393,000 178,000 Goodwill and other assets 184,000 (174,000) Accounts payable, accrued residuals and participations 2,042,000 683,000 Production advances and deferred revenue 2,051,000 6,232,000 Current and deferred income taxes payable 4,057,000 3,087,000 ------------ ------------ Net cash provided by operations 15,100,000 9,868,000 Cash flows from investing activities Purchases of marketable securities (17,090,000) (20,168,000) Sales of marketable securities 14,383,000 21,531,000 Capital expenditures (1,974,000) (4,129,000) ------------ ------------ Net cash used for investing activities (4,681,000) (2,766,000) ------------ ------------ Cash flows from financing activities Exercise of stock options 57,000 118,000 ------------ ------------ Net cash provided by financing activities 57,000 118,000 ------------ ------------ Net increase in cash and cash equivalents 10,476,000 7,220,000 Cash and cash equivalents at beginning of the period 3,322,000 953,000 ------------ ------------ Cash and cash equivalents at end of the period $ 13,798,000 $ 8,173,000 ============ ============ Supplemental Disclosures of Cash Flow Information: Cash paid during the year for income taxes $ 6,000 $ 450,000 ============ ============
The accompanying notes are an integral part of these consolidated statements. 4 dick clark productions, inc. NOTE TO FINANCIAL STATEMENTS ---------------------------- (Unaudited) 1. Basis of Financial Statement Presentation ----------------------------------------- The consolidated financial statements of dick clark productions, inc. and subsidiaries (collectively the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information. Interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete year-end financial statements. The accompanying financial statements should be read in conjunction with the more detailed financial statements and related footnotes for the fiscal year ended June 30, 1997, as included in the Company's 1997 Annual Report on Form 10-K (the "Annual Report") filed with the Securities and Exchange Commission. A signed independent accountant's report regarding the June 30, 1997 balance sheet is included on page 29 of the Annual Report. Significant accounting policies used by the Company are summarized in Note 2 to the financial statements included in the Annual Report. In the opinion of management, all adjustments (which include only recurring normal adjustments) required for a fair presentation of the financial position of the Company as of March 31, 1998, and the results of its operations and cash flows for the periods ended March 31, 1998 and 1997 respectively, have been made. Operating results for the three-month and nine-month periods ended March 31, 1998, are not necessarily indicative of the operating results for the entire fiscal year. In 1997, the Company adopted SFAS No. 128, "Earnings per Share," effective December 15, 1997. As a result, the Company's reported earnings per share for 1996 were restated. Basics earnings per common share were computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share were determined by applying the treasury stock method to compute dilution for common stock equivalents. On April 23, 1998, the Company declared a 5% common stock dividend to stockholders of record on May 4, 1998. Accordingly, common stock share data have been adjusted to include the effect of the stock dividend. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL - ------- The Company's business activities consist of two business segments: entertainment operations and restaurant operations. The entertainment segment contributed approximately 83% and 73% of the Company's consolidated revenues for the three-month and nine-month 4 periods ending March 31, 1998, respectively. The Company's television programming is generally licensed to the major television networks, cable networks, domestic and foreign syndicators, and advertisers. The Company also receives production fees from program buyers who retain ownership of the programming. In addition, the Company derives revenues from the rerun broadcast of its programs on network and cable television and in foreign markets, as well as the licensing of its media and film archives for use in feature films, television movies, etc. The Company, on a limited basis, also develops feature films in association with established studios that can provide financing necessary for production. License fees for the production of television programming are paid to the Company pursuant to license agreements during production and upon delivery of the programs or shortly thereafter. Revenues from network and cable television license agreements are recognized for financial statement purposes upon delivery of each program or in the case of a series, each episode. Revenues from the rerun broadcast of television programming (both domestic and foreign) are recognized for each program when a particular program becomes contractually available for broadcast. Production costs of television programs are capitalized and charged to operations on an individual basis in the ratio that the current year's gross revenues bear to management's estimate of the total revenues for each program from all sources. Substantially all television production costs are amortized in the initial year of delivery except for television movies and series where there would be anticipated future revenues earned from rerun and other exploitation. Successful television movies and series can achieve substantial revenues from rerun broadcasts in both foreign and domestic markets after the initial broadcast, thereby allowing a portion of the production costs to be amortized against future revenues. Distribution costs of television programs are expensed in the period incurred. Depending on the type of contract, revenues for dick clark corporate productions, inc., the subsidiary through which the Company conducts its corporate events business, are recognized when the services are completed for a live event, when a tape or film is delivered to a customer, or when services are completed pursuant to a particular phase of a contract which provides for periodic payments. Costs for corporate event productions are capitalized and expensed as revenues are recognized. RESULTS OF OPERATIONS - --------------------- Revenues for the three-month and nine-month periods ended March 31, 1998, were $36,247,000 and $63,673,000, compared to $22,243,000 and $43,060,000 for the comparable periods in the previous fiscal year. The increase in revenues for the three and nine months ended March 31, 1998, as compared to the corresponding periods in the previous fiscal year, is primarily due to increased revenues from television series and specials programming as well as revenues from additional restaurants which were not operating during the period ended March 31, 1997. Gross profit for television and corporate productions for any period is a function of the profitability of the individual programs and projects delivered during that period. Gross profit as a percentage of revenues decreased for the three-month period ended March 31, 1998, as compared to the corresponding period in the previous fiscal year, primarily as a result of decreased 5 profitability recognized from television specials programming as well as decreased profitability associated with the Company's corporate productions business. Gross profit as a percentage of revenues decreased for the nine-month period ended March 31, 1998, as compared to the corresponding period in the previous fiscal year, primarily as a result of decreased profitability recognized from television series and specials programming, offset in part by increased profits from the Company's corporate productions business. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Company has funded its working capital requirements for television production primarily through installment payments from license fees from the television and cable networks and minimum guaranteed distribution payments from independent distributors. The Company has generally been able to cover the costs of its television programming through license or syndication fees and has incurred no significant capital expenditure commitments. Working capital requirements for the Company's corporate events business are anticipated to be met by production revenues. The Company expects that its available capital base and cash generated from operations will be more than sufficient to meet its cash requirements for the foreseeable future. The Company has no outstanding bank borrowings or other borrowed indebtedness and had cash and marketable securities (principally consisting of government securities) of approximately $44,937,000 as of March 31, 1998. GENERAL - ------- Certain statements in the foregoing Management's Discussion and Analysis (the "MD&A") are not historical facts or information and certain other statements in the MD&A are forward looking statements that involve risks and uncertainties, including, without limitation, the Company's ability to develop and sell television programming, timely completion of negotiations for new restaurant sites and the ability to construct, finance and open new restaurants and to attract new corporate productions clients, and such competitive and other business risks as from time to time may be detailed in the Company's Securities and Exchange Commission reports. 6 PART II. OTHER INFORMATION Item 1. None Item 2. None Item 3. None Item 4. Not Applicable Item 5. None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Financial Data Schedule (b) Reports No event has occurred during the quarter for which this report is filed that would require the filing of a report on Form 8-K and, therefore, no such report has been filed. 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. dick clark productions, inc. By: /s/ William S. Simon ----------------------------- William S. Simon Chief Accounting Officer and Treasurer (Principal Financial Officer and authorized to sign on behalf of Registrant) Date: May 14, 1998 8 EX-27 2 FDS -- QTR. ENDED 3/31/98
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND INCOME STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000805370 dick clark productions, inc. 1,000 9-MOS JUN-30-1998 MAR-31-1998 13,798 31,139 3,828 0 6,965 48,765 23,392 6,398 78,007 11,097 0 8,345 0 0 48,589 78,007 63,673 63,673 50,532 50,532 4,034 0 (1,514) 10,621 4,063 6,558 0 0 0 6,558 0.74 0.74
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