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 September 30,
1999.
OR
( ) Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ____________ to ____________
Commission File 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 November 11, 1999.
Class Outstanding at November 11, 1999
- -------------------------------------------------------------------------------
Common Stock, $0.01 par value 8,433,000
Class A Common Stock, $0.01 par value 827,000
<PAGE>
dick clark productions, inc.
Form 10-Q
For the Quarter Ended September 30, 1999
<TABLE>
<CAPTION>
PART 1. FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
<S> <C>
Consolidated Balance Sheets as of September 30, 1999 (unaudited)
and June 30, 1998.............................................................. 3
Consolidated Statements of Operations for the three months ended
September 30, 1999 and September 30, 1998 (unaudited).......................... 4
Consolidated Statements of Cash Flows for the three months ended
September 30, 1999 and September 30, 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............................................... 11
SIGNATURES..................................................................... 12
</TABLE>
2
<PAGE>
ITEM 1. dick clark productions, inc.
FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30,
1999 June 30,
(Unaudited) 1999
--------------- --------------
Assets
-----------------------------------------------------
<S> <C> <C>
Cash and cash equivalents $ 5,999,000 $ 6,023,000
Marketable securities 37,813,000 39,075,000
Accounts receivable 4,240,000 4,540,000
Program costs, net 7,781,000 5,067,000
Prepaid royalty, net 2,653,000 2,728,000
Leasehold improvements and equipment 11,400,000 10,907,000
Goodwill and other assets, net 1,478,000 1,578,000
--------------- --------------
Total assets $ 71,364,000 $ 69,918,000
=============== ==============
Liabilities & Stockholders' Equity
-----------------------------------------------------
Liabilities:
Accounts payable $ 3,125,000 $ 4,369,000
Accrued residuals and participations 1,876,000 2,075,000
Production advances and deferred revenue 3,120,000 695,000
Current and deferred income taxes 349,000 316,000
--------------- --------------
Total liabilities 8,470,000 7,455,000
Commitments and contingencies
Minority interest 723,000 652,000
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 September 30, 1999
and June 30, 1999 84,000 84,000
Additional paid-in capital 18,783,000 18,783,000
Retained earnings 43,296,000 42,936,000
--------------- --------------
.
Total stockholders' equity 62,171,000 61,811,000
--------------- --------------
Total liabilities & stockholders' equity $ 71,364,000 $ 69,918,000
=============== ==============
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
3
<PAGE>
dick clark productions, inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended
September 30,
------------------------------
1999 1998
------------- --------------
<S> <C> <C>
Revenue $ 10,585,000 $ 13,138,000
Costs related to revenue 9,531,000 12,270,000
------------- --------------
Gross profit 1,054,000 868,000
General and administrative expense 1,167,000 1,348,000
Minority interest expense 70,000 4,000
Interest and other income (902,000) (557,000)
------------- --------------
Income before provision
for income taxes 719,000 73,000
Provision for income taxes 248,000 27,000
------------- --------------
Income before cumulative effect of accounting change 471,000 46,000
Cumulative effect of accounting change (111,000) 0
------------- --------------
Net Income $ 360,000 $ 46,000
============= ==============
Per share data:
Basic earnings per share
Before cumulative effect of accounting chang$ 0.05 $ 0.00
Cumulative effect of accounting change (0.01) 0.00
------------- --------------
Net Income $ 0.04 $ 0.00
============= ==============
Diluted earnings per share
Before cumulative effect of accounting chang$ 0.05 $ 0.00
Cumulative effect of accounting change (0.01) 0.00
------------- --------------
Net Income $ 0.04 $ 0.00
============= ==============
Weighted average number of shares outstanding, basic 9,260,000 9,249,000
============= ==============
Weighted average number of shares outstanding, diluted 9,399,000 9,386,000
============= ==============
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
4
<PAGE>
dick clark productions, inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended
September 30,
------------------------------------
1999 1998
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 360,000 $ 46,000
Adjustments to reconcile net income to net cash provided
by operations:
Amortization expense 4,221,000 6,484,000
Depreciation expense 334,000 616,000
Investment in program costs (6,650,000) (8,668,000)
Minority interest, net 71,000 4,000
Disposals of property, plant and equipment 7,000 49,000
Changes in assets and liabilities:
Accounts receivable 300,000 2,027,000
Other assets (110,000) (117,000)
Accounts payable, accrued residuals and participations (1,443,000) (2,592,000)
Production advances and deferred revenue 2,425,000 2,262,000
Current and deferred income taxes payable 33,000 (510,000)
--------------- ---------------
Net cash used for operations (452,000) (399,000)
--------------- ---------------
Cash flows from investing activities:
Purchases of marketable securities (4,292,000) (1,384,000)
Sales of marketable securities 5,554,000 1,668,000
Expenditures on property, plant and equipment (834,000) (149,000)
--------------- ---------------
Net cash provided by investing activities 428,000 135,000
--------------- ---------------
Net decrease in cash and cash equivalents (24,000) (264,000)
Cash and cash equivalents at beginning of the period 6,023,000 7,092,000
--------------- ---------------
Cash and cash equivalents at end of the period $ 5,999,000 $ 6,828,000
=============== ===============
Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for income taxes $ 173,000 $ 556,000
=============== ===============
</TABLE>
The accompanying notes are an integral part of these consolidated
statements.
5
<PAGE>
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, 1999, as included in the Company's 1999 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, 1999
financial statements is included on page 28 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 September 30, 1999, and the results
of its operations and cash flows for the periods ended September 30, 1999
and 1998, respectively, have been made. Operating results for the
three-month period ended September 30, 1999 are not necessarily indicative
of the operating results for the entire fiscal year.
The carrying values of the Company's assets are reviewed when
events and circumstances indicate that the carrying value of an asset may
not be recoverable. If it is determined that an impairment loss has
occurred based on undiscounted future cash flows, then a loss is recognized
in the statement of operations using a discounted cash flow or fair value
model.
In June 1997, the Financial Accounting Standards Board (FASB)
issued SFAS No. 130, "Reporting Comprehensive Income" which was effective
beginning with the Company's fiscal year ended 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 periods ended September 30, 1999 and 1998, the
Company had no elements of comprehensive income which would require
additional financial statement disclosure.
In April, 1998, the AICPA issued Statement of Position (SOP) 98-5,
"Reporting on the Costs of Start-Up Activities." This SOP requires that all
nongovernmental entities expense costs of start-up activities (pre-opening,
pre-operating and organizational costs) as those costs are incurred and
requires the write-off of any unamortized balances upon implementation. SOP
98-5 is effective for financial statements issued for periods beginning
after December 15, 1998. The Company adopted SOP 98-5 in the first quarter
of the fiscal year ending June 30, 2000. The financial impact of SOP 98-5
was recorded as a cumulative effect of an accounting change of $111,000,
net of a tax benefit of $60,000.
6
<PAGE>
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.
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 53% of the Company's
consolidated revenues for the three-month period ended September 30, 1999.
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 also derives revenues from the development and execution of
non-traditional marketing communications programs, corporate meetings and
special events, new product introductions, trade shows and exhibits, event
marketing, film, video and leisure attractions. 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 communications 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
7
<PAGE>
the period incurred. Costs for communications projects are capitalized and
expensed as revenues are recognized.
RESULTS OF OPERATIONS
---------------------
Revenues for the three-months ended September 30, 1999, were
$10,585,000, compared to $13,138,000 for the comparable period in the
previous fiscal year. The decrease in revenues for the three-months ended
September 30, 1999, as compared to the corresponding period in the previous
fiscal year, is primarily due to decreased revenues from television series
production and restaurant operations, offset in part by increased revenues
from communications projects. Revenues from restaurant operations decreased
for the three-months ended September 30, 1999, as compared to the
corresponding periods in the previous fiscal year, as a result of decreased
revenues from existing units.
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 September 30, 1999, as compared
to the corresponding period in the previous fiscal year, primarily as a
result of increased profitability recognized from communications projects.
The Company's gross profits from restaurant operations decreased
for the three-month period ended September 30, 1999, as compared to the
corresponding period in the previous fiscal year, as a result of decreased
profitability in existing units due to a decline in same store sales.
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 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. Additionally, the Company has signed a lease and
plans to open a dick clark's American Bandstand Grill in Ft. Worth, Texas,
in the summer of calendar 2000. The estimated capital investment for the
three units is $2,675,000, which 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 $43,812,000 as of
September 30, 1999.
8
<PAGE>
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 has been 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 made, have solved a majority of the Company's Year
2000 Issues. 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 adverse effect
on the Company.
The Company has completed all changes that have been identified as
necessary to overcome the Year 2000 Issue during fiscal 1999; and the total
cost to remediate was not material to the Company's results of operations,
liquidity, or capital resources. The Company has developed a Year 2000
contingency plan, which it will modify, as needed, during the balance of
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
<PAGE>
BUSINESS SEGMENT INFORMATION
----------------------------
The Company's business activities consist of two business segments:
entertainment operations and restaurant operations. The factors for determining
the reportable segments were based on the distinct nature of their operations.
They are managed as separate business units because each requires and is
responsible for executing a unique business strategy, as managed by the
respective chief operating decision makers. Summarized financial information
concerning the Company's reportable segments is shown in the following tables
(in thousands):
<TABLE>
<CAPTION>
Business Segments
(dollars in thousands) Entertainment Restaurants Total
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Three-months ended September 30, 1999
Revenue $5,654 $4,931 $10,585
Gross Profit (loss) 1 1,270 (216) 1,054
Identifiable assets 56,373 14,991 71,364
- -----------------------------------------------------------------------------------------------------------------
Three-months ended September 30, 1998
Revenue $7,271 $5,867 $13,138
Gross Profit 1 797 71 868
Identifiable assets 50,612 21,810 72,422
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
1 Does not include corporate overhead of $558,000 and $702,000 for entertainment
and $609,000 and $646,000 for the restaurant segment during the three-months
ended September 30, 1999 and 1998, respectively. Gross profit also excludes
minority interest expense and interest and other income.
10
<PAGE>
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.
11
<PAGE>
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: November 11, 1999
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
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.
</LEGEND>
<CIK> 0000805370
<NAME> DICK CLARK PRODUCTIONS, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Jun-30-2000
<PERIOD-START> JUL-1-1999
<PERIOD-END> Sep-30-1999
<CASH> 5,999
<SECURITIES> 37,813
<RECEIVABLES> 4,240
<ALLOWANCES> 0
<INVENTORY> 7,781
<CURRENT-ASSETS> 48,052
<PP&E> 23,722
<DEPRECIATION> 12,322
<TOTAL-ASSETS> 71,364
<CURRENT-LIABILITIES> 6,245
<BONDS> 0
<COMMON> 18,875
0
0
<OTHER-SE> 43,296
<TOTAL-LIABILITY-AND-EQUITY> 71,364
<SALES> 10,585
<TOTAL-REVENUES> 10,585
<CGS> 9,531
<TOTAL-COSTS> 9,531
<OTHER-EXPENSES> 1,237
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (902)
<INCOME-PRETAX> 719
<INCOME-TAX> 248
<INCOME-CONTINUING> 471
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (111)
<NET-INCOME> 360
<EPS-BASIC> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
