<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 February 28, 1998 [ ] 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) 12400 Wilshire Boulevard Suite 1200 Los Angeles, California 90025 __________________________________________________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 310-826-1108 ____________ 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, 73,121,907 shares outstanding as of April 1, 1998. <PAGE 2> KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS (Dollars in thousands) February 28, August 31, 1998 1997 ______________________ (Unaudited) CURRENT ASSETS: Cash and cash equivalents $213,189 $317,782 Short-term investments 173,464 234,677 Accounts receivable (net of allowance for doubtful accounts of $3,301 and $4,101 at February 28, 1998 and August 31, 1997, respectively) 88,384 75,092 Producer advances and deferred costs. . 79,547 74,652 Other current assets. . . . . . . . . . 1,323 1,857 ________ ________ Total current assets . . 555,907 704,060 ________ ________ LONG-TERM INVESTMENTS, at cost, which approximates market value . . . . 296,640 177,590 ________ ________ FIXED ASSETS, at cost . . . . . . . . . . . 28,561 21,455 Less - accumulated depreciation and amortization (12,608) (11,706) ________ ________ 15,953 9,749 ________ ________ PRODUCER ADVANCES AND OTHER ASSETS. . . . . 83,686 10,668 ________ ________ $952,186 $902,067 ======== ======== The accompanying Notes to Consolidated Financial Statements are an integral part of these balance sheets. <PAGE 3> KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (continued) LIABILITIES AND STOCKHOLDERS' EQUITY (Dollars in thousands) February 28, August 31, 1998 1997 ______________________ (Unaudited) CURRENT LIABILITIES: Accounts payable and accrued liabilities . . . . . . . . . $ 17,030 $ 18,014 Payable to producers and others . . . . 53,150 69,599 Income taxes payable. . . . . . . . . . 28,683 30,372 _________ _________ Total current liabilities. . . . . . 98,863 117,985 _________ _________ STOCKHOLDERS' EQUITY: Preferred stock, $.01 par value; 5,000,000 shares authorized, none issued. . . . . . . . . . . . . . -- -- Common stock, $.01 par value; 150,000,000 shares authorized, 88,009,701 shares and 87,664,828 shares issued at February 28, 1998 and August 31, 1997, respectively (Note 1) 880 877 Paid-in capital. . . . . . . . . . . . . 131,462 124,130 Retained earnings. . . . . . . . . . . . 1,069,137 1,001,190 Treasury stock, at cost; 14,526,094 shares and 14,413,594 shares at February 28, 1998 and August 31, 1997, respectively (348,156) (342,115) _________ _________ 853,323 784,082 _________ _________ $ 952,186 $ 902,067 ======== ======== The accompanying Notes to Consolidated Financial Statements are an integral part of these balance sheets. <PAGE 4> KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended Six Months Ended February 28, February 28, ___________________ _________________ 1998 1997 1998 1997 ________ _______ ________ _______ (Dollars in thousands except per share data) REVENUES....................... $173,916 $175,169 $346,842 $339,456 ________ ________ ________ ________ EXPENSES: Producers' fees, programming and other direct operating costs............ 110,694 103,764 217,929 202,570 Selling, general and administrative expenses.... 19,115 21,254 39,156 39,693 ________ ________ ________ ________ 129,809 125,018 257,085 242,263 ________ ________ ________ ________ Income from operations..... 44,107 50,151 89,757 97,193 INTEREST AND DIVIDEND INCOME.............. 7,178 7,034 14,072 13,915 ________ ________ ________ ________ Income before provision for income taxes......... 51,285 57,185 103,829 111,108 PROVISION FOR INCOME TAXES..... 17,707 20,508 35,882 39,464 ________ ________ ________ ________ Net income................. $ 33,578 $ 36,677 $ 67,947 $ 71,644 ======== ======== ======== ======== BASIC EARNINGS PER SHARE....... $ .46 $ .49 $ .93 $ .96 ======== ======== ======== ======== DILUTED EARNINGS PER SHARE..... $ .44 $ .48 $ .89 $ .95 ======== ======== ======== ======== The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. <PAGE 5> KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended February 28, _________________- ___ 1998 1997 ________ ________ (Dollars in thou- sands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income . . . . . . . . . . . . . . . . . $ 67,947 $ 71,644 Items not affecting cash: Depreciation and amortization. . . . . . 902 816 Change in assets and liabilities: Accounts receivable. . . . . . . . . . . (13,292) (10,872) Producer advances and deferred costs . . . . . . . . . . . . (74,396) 42,953 Accounts payable and accrued liabilities . . . . . . . . . . . . . . (984) 1,848 Payable to producers and others . . . . . (16,449) (27,298) Income taxes payable. . . . . . . . . . . (1,689) (3,102) Other, net. . . . . . . . . . . . . . . . (2,983) (185) ________ ________ Net cash (used in) provided by operating activities. . . . . . . . . . . . . (40,944) 75,804 ________ ________ CASH FLOWS FROM INVESTING ACTIVITIES: Increase in investments. . . . . . . . . . . . (57,837) (116,138) Additions to fixed assets. . . . . . . . . . . (7,106) (7,278) ________ ________ Net cash used in investing activities. . . . . . . . . . . . . . . . . . . (64,943) (123,416) ________ ________ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock . . . . 7,335 2,891 Purchase of treasury stock . . . . . . . . . . (6,041) - -- ________ ________ Net cash provided by financing activities . . . . . . . . . . . . . . . . . 1,294 2,891 ________ ________ NET DECREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . (104,593) (44,721) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . 317,782 344,766 ________ ________ CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . . . . . . . . . . . . . . . $213,189 $300,045 ======== ======== The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. <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. All share and per share data presented in these consolidated financial statements have been adjusted to give effect to a two-for-one stock split, effected in the form of a 100% stock dividend, which was paid by the Company on February 17, 1998. The unaudited consolidated financial statements for the six months and three months ended February 28, 1998 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 periods. 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 fiscal year ended August 31, 1997 and the footnotes related thereto included in the Company's Annual Report on Form 10-K from which the August 31, 1997 balances presented herein have been derived. The results of operations for the six months and three months ended February 28, 1998 are not necessarily indica- tive 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 noncancellable 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. <PAGE 7> KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) Summary of significant accounting policies (continued) 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 King World Media Sales, Inc., a wholly-owned subsidiary of the Company. Such revenues are recognized at the same time as the cash portion of the license fees derived from such programming is recognized, in amounts adjusted for expected rat- ings. License fees for non-first-run syndicated properties are recog- nized 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 and when certain other conditions are satisfied. 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 42% and 40% of revenues for __________________ the six months ended February 28, 1998 and 1997, respectively; Wheel of ________ Fortune accounted for approximately 21% and 19% of revenues for each of _______ such periods, respectively; Jeopardy! accounted for approximately 18% and _________ 17% of revenues for each of such periods, respectively; and Inside Edition ______________ accounted for approximately 7% and 8% of revenues for each of such periods, respectively. The Company distributes The Oprah Winfrey Show pursuant to an ______________________ agreement with Harpo, Inc., the producer of the series ("Harpo"). Under the terms of the Company's agreement with Harpo, the Company has the exclusive right, and has agreed, to distribute episodes of The Oprah _________ Winfrey Show produced through the 1999-2000 broadcast season. Pursuant to ____________ such agreement, Harpo and Ms. Winfrey have also committed to produce and host the show through the 1999-2000 broadcast season. Even if Harpo elects to continue to produce The Oprah Winfrey Show after the 1999-2000 broadcast ______________________ season, it will not be obligated to distribute the series through the Company. <PAGE 8> KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) Summary of significant accounting policies (continued) The Company's agreements with Columbia TriStar Television, the producer of Wheel of Fortune and Jeopardy!, provide that King World will be ________________ _________ the exclusive distributor for each such series so long as the Company has obtained sufficient broadcast commitments to cover the production and distribution costs of that series and that the Company may not, unless otherwise agreed by Columbia TriStar Television, distribute other game shows for first-run strip syndication so long as the Company is distributing Wheel of Fortune or Jeopardy!. ________________ _________ The Company has entered into an agreement with Full Moon & High Tide Productions, Inc., a company controlled by Roseanne, to co-produce The ___ Roseanne Show, an hour-long strip talk show hosted by Roseanne and distrib- _____________ uted by the Company in first-run syndication. The series is scheduled to premiere in the Fall of 1998. Under the terms of the agreement, the Company will have the exclusive right to distribute the show through the 2003-2004 broadcast season. As of April 1, 1998, the series had been licensed for the 1998-1999 and 1999-2000 broadcast seasons to television stations covering 86% of the total domestic television viewing households. The Company has also entered into an agreement with Columbia TriStar Television to co-produce a new strip version of the game show Hollywood Squares for distribution by the Company in first-run syndication. _________________ This series is also scheduled to premiere in the Fall of 1998. As of April 1, 1998, the series had been licensed for the 1998-1999, 1999-2000 and 2000-2001 broadcast seasons to television stations covering 77% of the total domestic television viewing households. 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 program- ming distributed by the Company; participation fees payable by the Company to producers and talent; production and distribution costs for first-run syndicated programming; and the direct operating costs of King World Direct, the Company's direct response marketing subsidiary. <PAGE 9> KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) Summary of significant accounting policies (continued) That portion of any recognized revenue that is to be paid to producers and owners of programming is accrued as such revenues are earned. The share of revenues payable by the Company to such producers 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. Stockholders' equity ____________________ In the first quarter of fiscal 1998, the Company adopted Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128"). SFAS 128 requires the presentation of "basic" earnings per share, which excludes any common stock equivalents and their related dilution, and "diluted" earnings per share, which includes the potential dilution from all common stock equivalents including options, warrants and convertible securities. Basic earnings per share has been computed using the weighted average number of shares of Common Stock outstanding of 73,478,000 and 74,770,000 for the three months ended February 28, 1998 and 1997, respectively, and 73,366,000 and 74,739,000 for the six months ended February 28, 1998 and 1997, respectively. Diluted earnings per share, which includes the dilutive effect of the assumed exercise of vested and unvested stock options outstanding as of the end of each period reported, has been computed using the weighted average number of shares of Common Stock outstanding of 77,171,000 and 75,676,000 for the three months ended February 28, 1998 and 1997, respectively, and 76,477,000 and 75,530,000 for the six months ended February 28, 1998 and 1997, respectively. Reported earnings per share in prior periods has been restated to conform with the provisions of SFAS 128. On January 19, 1998 the Company's Board of Directors declared a two-for-one stock split, effected in the form of a 100% stock dividend, which was paid on February 17, 1998 to stockholders of record on February 3, 1998. In connection with the stock split, the Company increased the number of authorized shares of Common Stock from 75 million to 150 million, which increase was approved by the stockholders of the Company on January 19, 1998. The par value of the additional 36,738,470 shares of Common Stock issued in connection with the stock split was credited to Common Stock and a like amount charged to paid-in <PAGE 10> KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) capital. All share and per share data presented in these consolidated financial statements have been adjusted for all periods presented to reflect the stock split. (2) Producer advances On January 2, 1996, the Company paid an advance of $65 million to Harpo against Harpo's minimum participation payments for the 1997-1998 broadcast season which was fully recouped as of February 28, 1998. In addition, in September 1997, the Company made advances to Harpo in the aggregate amount of $130 million against Harpo's minimum participation pay- ments for the 1998-1999 and 1999-2000 broadcast seasons, none of which was recouped as of February 28, 1998. Based on the license agreements in place for such broadcast seasons, the Company believes that revenues from the series will be sufficient to enable the Company to recoup such advances for such seasons. All of the advances paid to Harpo are refundable to the Company by Harpo and Ms. Winfrey if King World terminates such license agreements with Harpo due to Harpo's failure to deliver episodes of The ___ Oprah Winfrey Show. __________________ <PAGE 11> Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition _____________________________________________ The discussion herein contains certain forward-looking statements covering the Company's objectives, planned or expected activities and anticipated financial performance. These forward-looking statements may generally be identified by words such as "expects", "anticipates", "believes", "plans", "should", "will" "may", "projects" (or variants of these words or phrases), or similar language indicating the expression of an opinion or view concerning the future with respect to the Company's financial position, results of operations, prospects or business. The Company's actual results may differ significantly from the results described in or suggested by such forward-looking statements. RESULTS OF OPERATIONS COMPARISON OF SIX MONTHS AND THREE MONTHS ENDED FEBRUARY 28, 1998 AND 1997 Revenues ________ Revenues for the first six months of fiscal 1998 increased by approximately 2% over revenues for the first six months of the prior fiscal year, primarily due to increased revenues from the sale of retained advertising time on and increased cash license fees from The Oprah Winfrey _________________ Show, Wheel of Fortune and Jeopardy!, offset by lower revenues from King ____ ________________ _________ World Direct. The decrease in revenues from King World Direct was attributable to significantly lower sales of the Wild America video series ____________ and the Sears Craftsman Robogrip pliers. King World Direct operates in a seasonal business with revenues heavily reliant on the Christmas selling season. Consequently, King World Direct's revenues and earnings have historically been higher in the Company's second fiscal quarter than in the first, third and fourth fiscal quarters. The Company's revenues for the three months ended February 28, 1998 were comparable to revenues for the three months ended February 28, 1997, decreasing by less than 1%, due primarily to the same factors discussed above with respect to the six month period, but affected by the greater impact of King World Direct's operations on the Company's second quarter of fiscal 1998. <PAGE 12> The principal components of the Company's revenues for the six months and three months ended February 28, 1998 and 1997 are as follows: Six Months Ended Three Months Ended February 28, February 28, __________________ __________________ 1998 1997 1998 1997 ____ ____ ____ ____ The Oprah Winfrey Show 42% 40% 42% 38% ______________________ Wheel of Fortune 21% 19% 21% 19% ________________ Jeopardy! 18% 17% 18% 17% _________ Inside Edition 7% 8% 7% 7% ______________ American Journal (1) 4% 4% 4% 4% ________________ Rolonda (2) -- 1% -- 1% _______ King World Direct 2% 6% 2% 9% (1) The production of American Journal will be discontinued after the current broadcast season. (2) The production of Rolonda was discontinued after the 1996-1997 broadcast season. Producers' fees, programming and other direct operating costs _____________________________________________________________ Under the terms of its agreement with Harpo, following the 1996- 1997 season, the profit sharing arrangements between Harpo and the Company previously in effect were terminated and, in the 1997-1998 season and thereafter, the Company instead receives distribution fees based on a per- centage of gross revenues derived from the series. These arrangements are less favorable to the Company than those contained in prior agreements between the Company and Harpo. As a result of these changes, the contribu- tion of The Oprah Winfrey Show to the Company's net profits and cash flow ______________________ has declined. Producers' fees, programming and other direct operating costs increased by approximately 8% in the first six months of fiscal 1998 compared to the first six months of fiscal 1997. The increase was primari- ly due to the greater portion of revenues payable to Harpo, as discussed above, as well as the increase in revenues generated by The Oprah Winfrey _________________ Show, Wheel of Fortune and Jeopardy! (a portion of which is payable to the ____ ________________ _________ producer of each such series). These effects were partially offset by the lower operating costs of King World Direct and a decrease in production costs due to the discontinuation of Rolonda. For the three months ended _______ February 28, 1998, producers' fees, program- <PAGE 13> KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) ming and other direct operating costs increased by approximately 7% due primarily to the same factors as those discussed above for the six month period. Selling, general and administrative expenses. ____________________________________________ The Company has entered into employment agreements with its Chairman of the Board, its Vice Chairman and Chief Executive Officer and certain other executive officers. Such agreements provide, among other things, for performance-based bonuses, including bonuses payable upon the introduction of new shows and bonuses which vary depending on the Company's net income and Common Stock price during preestablished measurement periods. As a result, the Company's compensation expense will increase if the Company introduces a new series in syndication, if the Company's net income increases or if the Common Stock price exceeds the specified levels during the applicable measurement periods. The Company has recognized the impact of certain of these bonuses in its operating results for the first and second quarters of fiscal 1998, which include all amounts payable in accordance with the terms of such employment agreements. Selling, general and administrative expenses for the first six months of fiscal 1998 were comparable to the corresponding period of fiscal 1997, decreasing by approximately 1%. The decrease was primarily due to a decrease in advertising and promotion costs for The Oprah Winfrey Show, ______________________ Rolonda and American Journal, offset by increases in the costs of program- _______ ________________ ming under development, including The Roseanne Show and Hollywood Squares, _________________ _________________ two new series that are scheduled to premiere in the Fall of 1998, and greater costs incurred in connection with sales of these and other programs distributed by the Company. Selling, general and administrative expenses for the three months ended February 28, 1998 decreased by 10% compared to the corresponding period of fiscal 1997, primarily due to the decrease in advertising and promotion costs for The Oprah Winfrey Show, Rolonda and ______________________ _______ American Journal. ________________ Net income and earnings per share _________________________________ Due to the factors discussed above, the Company's operating income for the six months and three months ended February 28, 1998 decreased by approximately 8% and 12%, respectively, compared to the corresponding period of the prior year. <PAGE 14> Net income decreased by approximately $3.7 million, or 5% for the six months ended February 28, 1998 in comparison to the six months ended February 28, 1997, reflecting the decrease in operating income offset by slightly higher interest income earned on the Company's cash and investments and a lower effective tax rate for the first six months of fiscal 1998. Basic earnings per share decreased by 3% from $.96 per share in the first six months of fiscal 1997 to $.93 per share in the first six months of the current fiscal year as a result of the decline in net income offset by a decrease in the number of shares outstanding resulting from the Company's stock repurchase program. Diluted earnings per share decreased by 6% from $.95 per share in the first six months of the prior year to $.89 in the first six months of fiscal 1998, due primarily to a higher average Common Stock price for the first six months of fiscal 1998 (which resulted in a greater dilutive effect of outstanding stock options under the method used by the Company to calculate diluted earnings per share). For the three months ended February 28, 1998 as compared to the same period of the prior year, net income decreased by 8% from $36.7 million to $33.6 million; basic earnings per share decreased by 6% from $.49 per share to $.46 per share; and diluted earnings per share decreased by 8% from $.48 per share to $.44 per share, all for the same reasons discussed above for the six month period. 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 2001-2002 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 1996-1997 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 opera- tions 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 <PAGE 15> 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 all programming acquisition, development, production and promotion costs and advances from its operations. The Company is currently funding the development and production costs of The ___ Roseanne Show and its new version of Hollywood Squares. _____________ _________________ 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, the Company has the exclusive right, and has agreed, to distribute episodes of The Oprah Winfrey Show ______________________ produced through the 1999-2000 television season. Pursuant to such agreement, Harpo and Ms. Winfrey have also committed to produce and host the show through the 1999-2000 broadcast season. After the 1999-2000 television season, King World's right to distribute The Oprah Winfrey Show, if not renewed, will terminate. For ______________________ several years, the Company has been, and is now, in the process of devel- oping new television shows for syndication that it hopes will gain wide- spread audience appeal and generate significant revenues and income for the Company. Two such shows, The Roseanne Show and a new version of the game _________________ show Hollywood Squares, are scheduled to premiere in the 1998-1999 _________________ television season. Although the Company hopes to renew its distribution arrangements with Harpo for television seasons following the 1999-2000 season, there can be no assurance that (a) Harpo and Ms. Winfrey will continue to produce and host the show beyond that season; (b) even if they do continue to produce and host the show beyond that season, that the Company will be able to obtain the distribution rights for any such future season on terms favorable to the Company; or (c) that the revenues generat- ed by these or any other new shows will be sufficient to offset the loss of revenues and income that would result if such future distribution rights are not so obtained. The failure to renew such distribution rights on favorable terms, coupled with the failure of either or both of such new shows to gain widespread audience appeal, could be expected to have a material adverse effect on the Company's results of operations and finan- cial condition after the 1999-2000 television season. On January 2, 1996 the Company paid an advance of $65 million to Harpo against Harpo's minimum participation payments for the 1997-1998 broadcast season which was fully recouped as of <PAGE 16> February 28, 1998. In addition, in September 1997, the Company made advances to Harpo in the aggregate amount of $130 million against Harpo's minimum participation payments for the 1998-1999 and 1999-2000 broadcast seasons, none of which was recouped as of February 28, 1998. Based on the license agreements in place for such broadcast seasons, the Company believes that revenues from the series will be sufficient to enable the Company to recoup the advances for such seasons. All of the advances paid to Harpo are refundable to the Company by Harpo and Ms. Winfrey if King World terminates its agreement with Harpo due to Harpo's failure to deliver episodes of The Oprah Winfrey Show. ______________________ The Company has used its cash reserves 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 the cost of development, production and promotion 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. A division of the Company, King World Ventures, has primary responsibility for the Company's investment and acquisition program, including analysis of new business opportunities. On April 15, 1997, the Company announced that the Board of Directors had approved a program to repurchase up to 10,000,000 shares of its Common Stock from time to time in the open market and in privately negotiated transactions. Through April 1, 1998, 2,596,700 shares of Common Stock had been repurchased for aggregate consideration of approximately $54.2 million or approximately $20.87 per share (such amounts have been adjusted to reflect the two-for-one stock split). The Company intends to continue to repurchase shares of its Common Stock in the open market and in privately negotiated transactions if and when it deems it advantageous to do so. Purchases under the share repurchase program will be financed out of the Company's available cash and liquid investments. On May 16, 1997, a special dividend distribution of $1.00 per share was paid to stockholders of record on April 25, 1997. The Company used approximately $74.8 million of its cash and liquid investments to pay the special dividend. The Company has no present plan to declare addition- al cash dividends in the foreseeable future. On January 19, 1998 the Company's Board of Directors declared a two-for-one stock split, effected in the form of a 100% stock dividend, which was paid on February 17, 1998 to stockholders of record on February 3, 1998. In connection with the stock split, the Company increased the number of authorized <PAGE 17> shares of Common Stock from 75 million to 150 million, which increase was approved by the stockholders of the Company on January 19, 1998. The par value of the additional 36,738,470 shares of Common Stock issued in connection with the stock split was credited to Common Stock and a like amount charged to paid-in capital. All share and per share data presented in these consolidated financial statements have been adjusted for all periods presented to reflect the stock split. PART II - OTHER INFORMATION Item 5. Other Information _________________ At the Company's 1998 annual meeting of stockholders, held on January 19, 1998, an aggregate 33,672,841 shares of Common Stock were present in person or by proxy. Votes cast for and against and abstentions for the matters submitted to a vote of security-holders were as follows: 1. Election of Directors: For Authority Withheld ___ __________________ Frederic Rosen 32,592,337 1,080,504 Raymond L. Chambers 32,593,254 1,079,587 2. Approval of the amendment to the Company's 1996 Amended and Restated Stock Option and Restricted Stock Purchase Plan: For Against Abstain ___ _______ _______ 32,845,636 789,033 38,172 3. Resolution to approve the amendment to the Company's 1996 Amended and Restated Stock Option and Restricted Purchase Plan: For Against Abstain ___ _______ _______ 21,237,516 12,387,541 47,784 4. Resolution to approve the performance based bonus of Jules Haimovitz: For Against Abstain ___ _______ _______ 33,216,320 397,708 58,813 <PAGE 18> 5. Resolution to approve the proposal to declassify the Company's Board of Directors are as follows: For Against Abstain No Vote ___ _______ _______ _______ 16,158,269 14,554,834 107,097 2,852,641 6. Appointment of Arthur Andersen LLP as the Company's auditors for the current fiscal year: For Against Abstain ___ _______ _______ 33,564,027 71,217 37,597 Item 6. Exhibits and Reports on Form 8-K ________________________________ (a) Exhibits. None. ________ (b) Report on Form 8-K. None. __________________ <PAGE 19> 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 Senior Vice President and Chief Financial Officer and on behalf of the Registrant April 8, 1998