-----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, LIoqzywTJUaDIR8iVOIbopzDRjWx0o+3ZmtKwHt3JyM0rzShw742jav/twKPQiZ2 DzVfH4OJx68o9NpjKa3YGg== 0000910680-99-000179.txt : 19990517 0000910680-99-000179.hdr.sgml : 19990517 ACCESSION NUMBER: 0000910680-99-000179 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990514 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: 99622069 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 DICK CLARK PRODUCTIONS, INC. FORM 10-Q 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, 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 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 12, 1999. Class Outstanding at May 12, 1999 Common Stock, $0.01 par value 8,433,000 Class A Common Stock, $0.01 par value 827,000 DICK CLARK PRODUCTIONS, INC. FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1999 PART I. FINANCIAL INFORMATION Page Item 1. Financial Statements Consolidated Balance Sheets as of March 31, 1999 (unaudited) and June 30, 1998................................................... 3 Consolidated Statements of Operations for the three months ended March 31, 1999 and March 31, 1998 (unaudited) and for the nine months ended March 31, 1999 and March 31, 1998 (unaudited).......... 4 Consolidated Statements of Cash Flows for the nine months ended March 31, 1999 and March 31, 1998 (unaudited)....................... 5 Notes to Consolidated Financial Statements.......................... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................................... 7 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K....................................10 SIGNATURES..........................................................11 -2-
ITEM 1. DICK CLARK PRODUCTIONS, INC. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS MARCH 31, 1999 JUNE 30, (UNAUDITED) 1998 ------------------- --------------------- ASSETS - -------------------------------------------------------------- Cash and cash equivalents $ 8,131,000 $ 7,092,000 Marketable securities 39,066,000 32,211,000 Accounts receivable 5,492,000 6,673,000 Program costs, net 5,716,000 5,963,000 Prepaid royalty, net 2,802,000 3,041,000 Leasehold improvements and equipment 15,211,000 16,339,000 Goodwill and other assets, net 1,730,000 1,896,000 ------------------- --------------------- TOTAL ASSETS $ 78,148,000 $ 73,215,000 =================== ===================== LIABILITIES & STOCKHOLDERS' EQUITY - -------------------------------------------------------------- LIABILITIES: Accounts payable $ 4,559,000 $ 6,861,000 Accrued residuals and participations 3,375,000 3,241,000 Production advances and deferred revenue 1,953,000 1,861,000 Current and deferred income taxes 3,450,000 1,570,000 ------------------- --------------------- TOTAL LIABILITIES 13,337,000 13,533,000 Commitments and contingencies Minority interest 668,000 729,000 Stockholders' Equity: Class A common stock, $.01 par value, 2,000,000 shares authorized 827,000 shares outstanding 8,000 8,000 Common stock, $.01 par value, 20,000,000 shares authorized 8,433,000 shares outstanding at March 31, 1999 and 8,423,000 shares outstanding at June 30, 1998 80,000 80,000 Additional paid-in capital 13,940,000 13,831,000 Stock dividend to be distributed 4,850,000 0 Retained earnings 45,265,000 45,034,000 ------------------- --------------------- TOTAL STOCKHOLDERS' EQUITY 64,143,000 58,953,000 ------------------- --------------------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 78,148,000 $ 73,215,000 =================== =====================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED STATEMENTS. -3-
DICK CLARK PRODUCTIONS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED MARCH 31, MARCH 31, --------------------------------- -------------------------------- 1999 1998 1999 1998 --------------- ---------------- -------------- --------------- Revenue $ 28,747,000 $ 36,247,000 $ 58,276,000 $ 63,673,000 Costs related to revenue 21,268,000 25,968,000 47,703,000 $ 50,532,000 --------------- ---------------- -------------- --------------- Gross profit 7,479,000 10,279,000 10,573,000 13,141,000 General and administrative expense 1,574,000 1,522,000 4,339,000 3,942,000 Minority interest expense 37,000 39,000 5,000 92,000 Interest and other income (560,000) (529,000) (1,648,000) (1,514,000) --------------- ---------------- -------------- --------------- Income before provision for income taxes 6,428,000 9,247,000 7,877,000 10,621,000 Provision for income taxes 2,260,000 3,541,000 2,796,000 4,063,000 --------------- ---------------- -------------- --------------- Net income $ 4,168,000 $ 5,706,000 $ 5,081,000 $ 6,558,000 =============== ================ ============== =============== Per share data: Basic earnings per share $ 0.45 $ 0.62 $ 0.55 $ 0.71 =============== ================ ============== =============== Diluted earnings per share $ 0.44 $ 0.61 $ 0.54 $ 0.70 =============== ================ ============== =============== Weighted average number of shares outstanding 9,258,000 9,249,000 9,252,000 9,245,000 =============== ================ ============== ===============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED STATEMENTS. -4-
DICK CLARK PRODUCTIONS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED MARCH 31, --------------------------------------------- 1999 1998 ------------------ ------------------- Cash flows from operating activities: Net income $ 5,081,000 $ 6,558,000 Adjustments to reconcile net income to net cash provided by operations: Amortization expense 30,910,000 34,297,000 Depreciation expense 1,483,000 1,623,000 Investment in program costs (30,149,000) (36,117,000) Minority interest, net (61,000) (56,000) Disposals of property, plant and equipment 71,000 68,000 Changes in assets and liabilities: Accounts receivable 1,181,000 393,000 Other assets (109,000) 184,000 Accounts payable, accrued residuals and participations (2,168,000) 2,042,000 Production advances and deferred revenue 92,000 2,051,000 Current and deferred income taxes payable 1,880,000 4,057,000 ------------------ ------------------- Net cash provided by operations 8,211,000 15,100,000 ------------------ ------------------- Cash flows from investing activities: Purchases of marketable securities (24,032,000) (17,090,000) Sales of marketable securities 17,177,000 14,383,000 Expenditures on property, plant and equipment (426,000) (1,974,000) ------------------ ------------------- Net cash used for investing activities (7,281,000) (4,681,000) ------------------ ------------------- Cash flows from financing activities: Exercise of stock options 109,000 57,000 ------------------ --------------------- Net increase in cash and cash equivalents 1,039,000 10,476,000 Cash and cash equivalents at beginning of period 7,092,000 3,322,000 ------------------ ------------------- Cash and cash equivalents at end of period $ 8,131,000 $ 13,798,000 ================== =================== Supplemental Disclosures of Cash Flow Information: Cash paid during the year for income taxes $ 1,008,000 $ 6,000 ================== ===================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED STATEMENTS. -5- DICK CLARK PRODUCTIONS, INC. NOTE TO CONSOLIDATED 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, 1998, as included in the Company's 1998 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, 1998 financial statements is included on page 34 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, 1999, and the results of its operations and cash flows for the periods ended March 31, 1999 and 1998, respectively, have been made. Operating results for the three-month and nine-month periods ended March 31, 1999 are not necessarily indicative of the operating results for the entire fiscal year. In 1997, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share," effective December 15, 1997. Basic 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. In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS No. 130, "Reporting Comprehensive Income" which is effective for the Company's fiscal year ending June 30, 1999. This statement established standards for the reporting and display of comprehensive income and its components in financial statements and thereby reports a measure of all changes in equity of an enterprise that result from transactions and other economic events other than transactions with owners. For the three-month and nine-month periods ended March 31, 1999 and 1998, the Company had no elements of comprehensive income which would require additional financial statement disclosure. In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments of An Enterprise and Related Information", which the Company will adopt for the fiscal year ending June 30, 1999. This statement changes the requirements under which public businesses report disaggregated information. On May 11, 1999, the Company declared a 5% common stock dividend to stockholders of record on May 21, 1999. The Company previously paid 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 dividends. -6- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION The Company's business activities consist of two business segments: entertainment operations and restaurant operations. The entertainment segment contributed approximately 83% and 72% of the Company's consolidated revenues for the three-month and nine-month periods ending March 31, 1999, 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. Depending on the type of contract, revenues for the Company's communication's projects 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. 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. Costs for communication's projects are capitalized and expensed as revenues are recognized. RESULTS OF OPERATIONS Revenues for the three-month and nine-month periods ended March 31, 1999, were $28,747,000 and $58,276,000, compared to $36,247,000 and $63,673,000 for the comparable periods in the previous fiscal year. The decrease in revenues for the three-months ended March 31, 1999, as compared to the corresponding period in the previous fiscal year, is primarily due to decreased revenues from television series production. The decrease in revenues for the nine-months ended March 31, 1999, as compared to the corresponding period in the previous fiscal year, is primarily due to decreased revenues from television specials and communications projects, offset in part by an increase in revenues from television series production. Revenues from restaurant operations decreased for the three-month and nine-month periods ended March 31, 1999, as compared to the corresponding -7- periods in the previous fiscal year, as a result of decreased revenues from existing units, partially offset by revenues from one additional unit, which opened in January, 1998. Gross profit for the Company's 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 increased for the three-month period ended March 31, 1999, as compared to the corresponding period in the previous fiscal year, primarily as a result of increased profitability recognized from television series and specials, offset in part by decreased profitability associated with the Company's film group projects. Gross profit as a percentage of revenues increased for the nine-month period ended March 31, 1999, as compared to the corresponding period in the previous fiscal year, primarily as a result of increased profitability recognized from television series, offset in part by decreased profitability from television specials and the Company's film group projects. The Company's gross profits from restaurant operations decreased for the three-month and nine-month periods ended March 31, 1999, as compared to the corresponding periods in the previous fiscal year, as a result of decreased profitability in existing units due to negative year over year, same store sales. The decrease in gross profits was partially offset by profits from one additional unit. 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 and corporate projects through license or syndication fees and production revenues respectively, and has incurred no significant capital expenditure commitments. The Company recently signed leases to open and operate a dick clark's AB Diner in Schaumburg, Illinois, a suburb of Chicago, and a dick clark's American Bandstand Grill in Auburn Hills, Michigan, a suburb of Detroit, in the fall of calendar 1999. The total estimated capital investment of $2,126,000 will be funded by the company. 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 $47,197,000 as of March 31, 1999. YEAR 2000 The Company has assessed and continues to assess the impact of the Year 2000 Issue on its reporting systems and operations. The Year 2000 Issue exists because computer systems and applications were historically designed to use two digit fields to designate a year, and date sensitive systems may not recognize 2000 at all, or if recognized, as 1900. Information Technology systems account for most of the Year 2000 work and include all computer systems and technology managed by the Company. All core systems have been assessed and work is being undertaken to test and implement changes where required. Information Technology vendors and suppliers have been contacted as to their Year 2000 compliance and their responses have been factored into the Company's plans. Normal software version upgrades and hardware replacements, for which budget allocations had been -8- made, have solved a majority of the Company's Year 2000 Issues. As such, the Year 2000 costs are included in the Company's normal expenditures for system maintenance and upgrades and not as a separate Year 2000 cost category. Based on the nature of the Company's business, it is not expected that any non-financial software applications and hardware that may be impacted by the Year 2000 Issue would cause any interruption in operations. The Company is communicating with its significant customers and vendors to understand their Year 2000 Issues and how they might prepare themselves to manage those issues as they relate to the Company. To date, no significant customers or vendors have informed the Company that a material Year 2000 Issue exists which will have a material effect on the Company. The Company expects to complete any changes required to overcome the Year 2000 Issue during fiscal 1999. The Company expects that the total cost to remediate the Year 2000 Issue will not be material to its results of operations, liquidity, or capital resources. The Company is currently in the process of developing a Year 2000 contingency plan, which will be completed during fiscal 1999. 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. -9- PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27.1 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. -10- 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 Financial Officer and Treasurer (Principal financial officer and authorized to sign on behalf of registrant) Date: May 12, 1999 EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 27.1 Financial Data Schedule EX-27 2 FDS WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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 JUN-30-2000 JUL-01-1998 MAR-31-1999 3-MOS 9-MOS 8,131 8,131 39,066 39,066 5,492 5,492 0 0 5,716 5,716 52,689 52,689 23,771 23,771 8,560 8,560 78,148 78,148 6,512 6,512 0 0 14,028 14,028 0 0 0 0 50,115 50,115 78,148 78,148 28,747 58,276 28,747 58,276 21,268 47,703 21,268 47,703 1,611 4,344 0 0 (560) (1,648) 6,428 7,877 2,260 2,796 4,168 5,081 0 0 0 0 0 0 4,168 5,081 0.45 0.55 0.44 0.54
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