<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended November 30, 1995
[ ] 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 1-9244
KING WORLD PRODUCTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2565808
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1700 Broadway
New York, New York 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212 315-4000
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
------ ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. Common Stock, $.01 par value,
36,936,817 shares outstanding as of January 9, 1996.
<PAGE> 2
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(Dollars in thousands)
<TABLE>
<CAPTION>
November 30, August 31,
1995 1995
----------- ----------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . $517,559 $446,896
Accounts receivable (net of
allowance for doubtful accounts of
$4,196 at November 30, 1995 and
August 31, 1995) . . . . . . . . . . . . . . . . . . . . . 68,496 51,356
Producer loans, advances and deferred costs . . . . . . . . . 51,306 90,085
Other current assets . . . . . . . . . . . . . . . . . . . . 864 506
-------- --------
Total current assets . . . . . . . . . . . . . . . . . . 638,225 588,843
-------- --------
LONG-TERM INVESTMENTS, at cost,
which approximates market . . . . . . . . . . . . . . . . . . . 82,951 82,129
-------- --------
FIXED ASSETS, at cost . . . . . . . . . . . . . . . . . . . . . . 13,227 12,955
Less - accumulated depreciation
and amortization . . . . . . . . . . . . . . .. . . . . . . (9,899) (9,703)
-------- --------
3,328 3,252
-------- --------
PRODUCER ADVANCES
AND OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . . 13,636 12,562
-------- --------
$738,140 $686,786
======== ========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an
integral part of these balance sheets.
2
<PAGE> 3
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
(Dollars in thousands)
<TABLE>
<CAPTION>
November 30, August 31,
1995 1995
------------ ----------
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable and
accrued liabilities . . . . . . . . . . . . . . . . . . . . $ 10,375 $ 11,070
Payable to producers and others . . . . . . . . . . . . . . . 58,986 74,349
Income taxes payable:
Current . . . . . . . . . . . . . . . . . . . . . . . . . 44,274 23,986
Deferred . . . . . . . . . . . . . . . . . . . . . . . . 1,458 1,644
-------- --------
Total current liabilities . . . . . . . . . . . . . . 115,093 111,049
-------- --------
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value;
5,000,000 shares authorized,
none issued . . . . . . . . . . . . . . . . . . . . . . . . -- --
Common stock, $.01 par value;
75,000,000 shares autho-
rized, 50,024,711 shares
and 49,893,745 shares issued
at November 30, 1995 and
August 31, 1995, respectively . . . . . . . . . . . . . . . 500 499
Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . 91,275 87,628
Retained earnings . . . . . . . . . . . . . . . . . . . . . . 826,313 782,651
Treasury stock, at cost; 13,141,394
shares at November 30, 1995 and
August 31, 1995 . . . . . . . . . . . . . . . . . . . . . . (295,041) (295,041)
-------- --------
623,047 575,737
-------- --------
$738,140 $686,786
======== ========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an
integral part of these balance sheets.
3
<PAGE> 4
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
November 30,
---------------------------------
1995 1994
-------- --------
(Dollars in thousands
except per share data)
<S> <C> <C>
REVENUES . . . . . . . . . . . . . . . . . . . . . . . $162,139 $147,084
-------- --------
EXPENSES:
Producers' fees, programming
and other direct
operating costs . . . . . . . . . . . . . . . . . 98,091 88,438
Selling, general and
administrative expenses . . . . . . . . . . . . . 18,471 18,069
-------- --------
116,562 106,507
-------- --------
Income from operations . . . . . . . . . . . . . . 45,577 40,577
INTEREST AND DIVIDEND INCOME . . . . . . . . . . . . . . 6,683 3,978
NONRECURRING GAIN - Sale of Buffalo
Broadcasting Co. Inc. . . . . . . . . . . . . . . . . 14,060 --
-------- --------
Income before provision
for income taxes . . . . . . . . . . . . . . . 66,320 44,555
PROVISION FOR INCOME TAXES . . . . . . . . . . . . . . . 22,658 16,687
-------- --------
Net income . . . . . . . . . . . . . . . . . . . . $ 43,662 $ 27,868
======== ========
PRIMARY EARNINGS PER SHARE . . . . . . . . . . . . . . . $ 1.17 $ .75
======== ========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
4
<PAGE> 5
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
November 30,
-----------------------
1995 1994
-------- --------
(Dollars in thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . $ 43,662 $ 27,868
Items not affecting cash:
Depreciation and amortization . . . . . . . . . . . 196 140
Change in assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . (17,128) (12,780)
Producer loans, advances and
deferred costs . . . . . . . . . . . . . . . . . 38,779 (1,616)
Accounts payable and accrued
liabilities . . . . . . . . . . . . . . . . . . . (695) (1,433)
Payable to producers and others . . . . . . . . . . (15,363) 4,580
Income taxes payable . . . . . . . . . . . . . . . 20,102 11,471
Other, net . . . . . . . . . . . . . . . . . . . . (1,444) (395)
-------- --------
Net cash provided by operating
activities . . . . . . . . . . . . . . . . . . . . 68,109 27,835
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in investments . . . . . . . . . . (822) 3,487
Additions to fixed assets . . . . . . . . . . . . . . . (272) (646)
-------- --------
Net cash (used in) provided by
investing activities . . . . . . . . . . . . . . . . . (1,094) 2,841
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of
common stock . . . . . . . . . . . . . . . . . . . . 3,648 1,351
Purchase of treasury stock . . . . . . . . . . . . . . -- (1,437)
-------- --------
Net cash provided by (used in)
financing activities . . . . . . . . . . . . . . . . 3,648 (86)
-------- --------
NET INCREASE IN CASH AND
CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . 70,663 30,590
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD . . . . . . . . . . . . . . . . . . . . . 446,896 341,857
-------- --------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD . . . . . . . . . . . . . . . . . . . . . $517,559 $372,447
======== ========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
5
<PAGE> 6
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Summary of significant accounting policies
Principles of consolidation
The accompanying consolidated financial statements include the accounts
of King World Productions, Inc. ("King World") and its wholly-owned
subsidiaries. All significant intercompany transactions have been eliminated.
Unless the context suggests otherwise, the "Company", as used herein, means King
World and its subsidiaries.
The unaudited consolidated financial statements for the three months
ended November 30, 1995 have been prepared in accordance with the instructions
to Form 10-Q and include, in the opinion of management, all adjustments
(consisting only of normal recurring accruals) necessary for a fair presentation
of the results of operations for such period. They do not, however, include all
of the information and disclosures required by generally accepted accounting
principles for complete financial statements. For further information, reference
is made to the consolidated financial statements for the year ended August 31,
1995 and the footnotes related thereto included in the Company's Annual Report
on Form 10-K from which the August 31, 1995 balances presented herein have been
derived. The results of operations for the three months ended November 30, 1995
are not necessarily indicative of the results of operations for the full year.
Revenue recognition
License fees from first-run syndicated television properties are
recognized at the commencement of the license period pursuant to noncancelable
agreements and as each show is made available to the licensee via satellite
transmission. Because transmission to the satellite takes place, on the average,
no more than two to three days prior to the broadcast of the programming,
revenues are recognized on or about the air date.
The Company typically receives a portion of the fees derived from the
licensing of syndicated television programming in the form of retained
advertising time, which is sold to advertisers by Camelot Entertainment Sales,
Inc. ("Camelot"), a wholly-owned subsidiary of the Company. Such revenues are
6
<PAGE> 7
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
recognized at the same time as the cash portion of the license fees derived from
such programming is recognized, in amounts adjusted for expected ratings. That
portion of recognized revenue that is to be paid to the producers and owners of
the licensed program material is accrued as the license fees are earned.
License fees for non-first-run syndicated properties are recognized at
the gross contract amount (net of discount to present value for license periods
greater than one year) at the commencement of the license period.
Principal properties
The Company's principal properties are licenses to distribute The Oprah
Winfrey Show, Wheel of Fortune and Jeopardy!; and Inside Edition, a first-run
syndicated series produced and distributed by the Company. The Oprah Winfrey
Show accounted for approximately 40% and 36% of revenues for the three months
ended November 30, 1995 and 1994, respectively; Wheel of Fortune accounted for
approximately 19% and 21% of revenues for the three months ended November 30,
1995 and 1994, respectively; Jeopardy! accounted for approximately 17% and 18%
of revenues for the three months ended November 30, 1995 and 1994, respectively;
and Inside Edition accounted for approximately 9% and 7% of revenues for the
three months ended November 30, 1995 and 1994, respectively.
Stockholders' equity
Primary earnings per share has been computed using the weighted average
number of common shares outstanding of 37,425,000 and 37,372,000, respectively,
for the three months ended November 30, 1995 and 1994, which includes the
dilutive effect from the assumed exercise of vested and unvested stock options
outstanding as of the end of each such period. The difference between primary
and fully diluted earnings per share for both periods presented was not
significant.
7
<PAGE> 8
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(2) Nonrecurring gain - sale of Buffalo Broadcasting Co. Inc.
In October 1995, the Company closed its agreement to sell WIVB-TV, the
CBS-affiliated VHF television station in Buffalo, New York, to LIN Television
Corporation for $95 million in cash. As a result of this transaction, the
Company recorded a nonrecurring gain of approximately $14.1 million, of which
approximately $9.8 million represents cash proceeds to the Company from the
sale. The remaining $4.3 million of such gain represents the reversal of
previously recognized accounting losses (with no associated income tax effect)
in excess of the Company's original investment.
8
<PAGE> 9
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED NOVEMBER 30, 1995 AND 1994
Revenues
Revenues for the first quarter of fiscal 1996 increased by
approximately 10% compared to the first quarter of the prior year. Such increase
was primarily due to increased cash license fees from The Oprah Winfrey Show and
an increase in revenues derived from the sale of retained advertising time on
The Oprah Winfrey Show, Inside Edition and American Journal as a result of a 50%
increase in the number of 30-second advertising spots retained in each such
series commencing with the 1995-1996 television season.
The Oprah Winfrey Show, Wheel of Fortune, Jeopardy! and Inside Edition
accounted for approximately 40%, 19%, 17% and 9%, respectively, of the Company's
revenues for the first quarter of fiscal 1996 compared to 36%, 21%, 18% and 7%,
respectively, for the first quarter of fiscal 1995. American Journal accounted
for approximately 5% of the Company's revenues for the first quarter of fiscal
1996 compared to 4% for the first quarter of fiscal 1995, and Rolonda accounted
for approximately 2% of the Company's revenues for the first quarter of fiscal
1996 compared to 3% for the first quarter of fiscal 1995.
Producers' fees, programming and other direct operating costs
Producers' fees, programming and other direct operating costs primarily
include the producers' share of both cash license fees from the sale of
programming to television stations and revenues derived from the sale of
retained advertising time to advertisers with respect to programming distributed
by the Company; participation fees payable by the Company to producers and
talent; and production and distribution costs for first-run syndicated
programming. The share of license fees payable by the Company to producers,
talent and others is generally paid as cash license fees and revenues derived
from the sale of retained advertising time are received from television stations
and advertisers.
Producers' fees, programming and other direct operating costs increased
by approximately 11% in the first quarter of fiscal 1996 compared to the first
quarter of fiscal 1995, primarily as a result of the higher level of revenues
generated by The Oprah Winfrey Show (a portion of which is payable to the
produc-
9
<PAGE> 10
er) and increased production fees associated with The Oprah Winfrey Show in the
1995-1996 television season.
Selling, general and administrative expenses
Selling, general and administrative expenses for the first quarter of
fiscal 1996 were comparable to those for the first quarter of fiscal 1995,
increasing by approximately 2% for the period.
Net income and primary earnings per share
Due to the factors discussed above, the Company's operating income for
the three months ended November 30, 1995 increased by approximately 12% compared
to the corresponding period of the prior year. In addition, during the first
quarter of fiscal 1996, the Company recorded a nonrecurring gain of
approximately $14.1 million on the sale of Buffalo Broadcasting Co. Inc.
("Buffalo") to LIN Television Corporation.
Net income increased by approximately 57% for the three months ended
November 30, 1995, reflecting the increase in operating income, the nonrecurring
gain on the sale of Buffalo and higher interest income earned on the Company's
cash and investments (due to moderately higher interest rates in the first
quarter of fiscal 1996 compared to the first quarter of fiscal 1995). In
addition, the Company's effective tax rate for the first quarter of fiscal 1996
was lower than in the first quarter of fiscal 1995, due in part to the Buffalo
gain. Primary earnings per share increased by approximately 56% in the three
months ended November 30, 1995 as a result of the increase in net income. Absent
the nonrecurring gain on the sale of Buffalo, net income increased by
approximately $5.5 million, or 20%, and primary earnings per share increased by
approximately 19% for the period to $.89 per share.
The Company's results of operations are highly dependent upon the
viewing preferences of television audiences and the Company's ability to acquire
distribution rights to, or itself produce, television programming that achieves
broad and enduring audience acceptance. The success of the Company's programming
could be significantly affected by changes in viewer preferences or the
unavailability of new programming or talent. Moreover, the amount of revenue
derived from the sale of retained advertising time is dependent upon a large
number of factors, such as household ratings, the demographic composition of the
viewing audience and economic conditions in general and in the advertising
business in particular.
10
<PAGE> 11
Due to the success of the shows distributed by the Company and in order
to mitigate the influence of some of the factors referred to above, the Company
has been obtaining multi-year licenses and license renewals from television
stations for its principal distribution properties, extending as far into the
future as the 1999-2000 broadcast season. In general, these licenses and
renewals have been at rates as favorable or more favorable to the Company than
the rates applicable to the 1994-1995 broadcast season. All such licenses and
renewals are contingent upon the continued production of the series by their
respective producers through the broadcast seasons for which the licenses run.
The Company believes that the impact of inflation on its operations has
not been significant.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires capital resources to fund development, production
and promotion costs of independently produced programming, including, in some
instances, advances to producers and talent, to produce its own programs and to
acquire distribution rights to new programming. In acquiring distribution rights
from independent producers, King World has tried to avoid making significant
capital commitments to such producers until it has obtained broadcast
commitments from a substantial number of television stations. As a result of
this strategy and the success of its existing syndication properties, to date,
King World has funded substantially all programming acquisition, development and
production costs and advances from its operations.
As King World has developed and produced its own programming for
syndication, it has assumed a greater portion of the risk associated with the
introduction of new series. The introductions of American Journal and The Les
Brown Show at the commencement of the 1993-1994 broadcast season, and Rolonda,
which premiered in January 1994, have necessitated the expenditure by King World
of substantial amounts to fund development, production and promotion costs. The
Company has funded and intends to continue to fund such costs out of its
internal cash resources.
The distribution of television programming is highly competitive and
the Company may be obliged to offer, among other things, guarantees and cash
advances to acquire, renew or extend distribution rights. Under the terms of the
Company's agreement with Harpo, Inc. ("Harpo"), the Company has the exclusive
right, and has agreed, to distribute episodes of The Oprah Winfrey Show produced
through the 1999-2000 television season, subject to
11
<PAGE> 12
Harpo's and Ms. Winfrey's right to decline to produce and host the show in any
season after the 1995-1996 season. To date, Harpo and Ms. Winfrey have committed
to produce and host the show through the 1997-1998 broadcast season. Under the
agreement, the Company has, among other things, agreed to pay Harpo production
fees and to guarantee participation payments to Harpo at levels which,
commencing with the 1995-1996 season, are substantially higher than those
previously in effect. In addition, in the 1997-1998 season and thereafter,
profit sharing arrangements between Harpo and the Company currently in effect
will terminate and the Company will instead receive distribution fees based on a
percentage of gross revenues derived from the series. The Company has paid Harpo
a $60 million advance against its minimum participation payments for the
1995-1996 broadcast season. As of November 30, 1995, approximately $33.1 million
of such advance remained outstanding. In addition, subsequent to November 30,
1995 the Company paid Harpo advances of $65 million against its minimum
participation payments for each of the 1996-1997 and 1997-1998 broadcast
seasons. Based on the license agreements in place for the seasons covered by
such advances, the Company believes that revenues from the series will be
sufficient to enable the Company to recoup such advances. Such advances are
refundable to the Company by Harpo and Ms. Winfrey if King World terminates the
agreement due to Harpo's failure to deliver episodes of the series.
From time to time, the Company has used cash reserves and/or borrowed
funds to make acquisitions of and investments in broadcast and related
properties in the entertainment field, to repurchase shares of its Common Stock
and to fund development and production of new programming. The Company continues
to evaluate opportunities in these areas, and may seek to raise capital in
public or private securities markets to finance such activities if it considers
it advantageous to do so.
In December 1992, the Company announced that the Board of Directors had
approved a program to repurchase up to 2,000,000 shares of its Common Stock from
time to time in the open market and in privately negotiated transactions.
Through January 9, 1996, 1,698,800 shares of Common Stock were repurchased in
open market transactions, for aggregate consideration of approximately $59.8
million (or approximately $35.20 per share), leaving 301,200 shares available
for repurchase under such program. The Company intends to continue to repurchase
shares of Common Stock in the open market and in privately negotiated
transactions if and when it deems it advantageous to do so.
In October 1995, the Company closed its agreement to sell WIVB-TV, the
CBS-affiliated VHF television station in Buffalo, New York, to LIN Television
Corporation for $95 million in
12
<PAGE> 13
cash. As a result of this transaction, the Company recorded a nonrecurring gain
of approximately $14.1 million, of which approximately $9.8 million represents
cash proceeds to the Company from the sale. The remaining $4.3 million of such
gain represents the reversal of previously recognized accounting losses (with no
associated income tax effect) in excess of the Company's original investment.
PART II - OTHER INFORMATION
None.
13
<PAGE> 14
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.
KING WORLD PRODUCTIONS, INC.
By: /s/ Steven A. LoCascio
----------------------------------
Steven A. LoCascio
As Interim Chief Financial Officer
and on behalf of the Registrant
January 16, 1996
14
<PAGE> 15
EXHIBIT INDEX
-------------
EXHIBIT
NO. DESCRIPTION
- ------- -----------
27 FINANCIAL DATA SCHEDULE
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> NOV-30-1995
<CASH> 517559
<SECURITIES> 0
<RECEIVABLES> 72692
<ALLOWANCES> 4196
<INVENTORY> 0
<CURRENT-ASSETS> 638225
<PP&E> 13227
<DEPRECIATION> (9899)
<TOTAL-ASSETS> 738140
<CURRENT-LIABILITIES> 115093
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> 622547
<TOTAL-LIABILITY-AND-EQUITY> 738140
<SALES> 0
<TOTAL-REVENUES> 162139
<CGS> 0
<TOTAL-COSTS> 98091
<OTHER-EXPENSES> 18471
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 66320
<INCOME-TAX> 22658
<INCOME-CONTINUING> 43662
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 43662
<EPS-PRIMARY> 1.17
<EPS-DILUTED> 1.17
</TABLE>
