SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 ON
FORM 10-K/A
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2001
COMMISSION FILE NUMBER: 33-79356
DICK CLARK PRODUCTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
23-2038115
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
3003 WEST OLIVE AVENUE, BURBANK, CALIFORNIA, 91505-4590
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(818) 841-3003
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $.01
(Title of Class)
NAME OF EXCHANGE ON WHICH REGISTERED: NASDAQ
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, and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K/A or any
amendment to this Form 10-K/A.
Yes [X] No [ ]
The aggregate market value of the Registrant's voting stock held by
non-affiliates of the Registrant computed by reference to the closing sales
price as quoted on NASDAQ on May 17, 2002, was approximately $32,613,264.
As of May 17, 2002, 9,284,016 shares of Registrant's $.01 par
value common stock and 909,560 shares of the Registrant's $.01 par value Class A
common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE REGISTRANT'S PROXY STATEMENT RELATING TO THE ANNUAL MEETING OF
STOCKHOLDERS HELD NOVEMBER 8, 2001 ARE INCORPORATED BY REFERENCE INTO
PART III OF THIS FORM 10-K/A.
TABLE OF CONTENTS
Page
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PART I
ITEM 1. BUSINESS ......................................................................................... 3
ITEM 2. PROPERTIES ........................................................................................13
ITEM 3. LEGAL PROCEEDINGS .................................................................................13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ...............................................15
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS ............................15
ITEM 6. SELECTED FINANCIAL DATA ...........................................................................16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS ..............17
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK .........................................20
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................................................20
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ..............39
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ................................................39
ITEM 11. EXECUTIVE COMPENSATION ............................................................................39
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ....................................39
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ....................................................39
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K ...................................39
2
PART I
ITEM 1. BUSINESS
BACKGROUND
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dick clark productions, inc. was incorporated in California in 1977 and
was reincorporated in November 1986 as a Delaware corporation. As used in this
Annual Report on Form 10-K/A ("Form 10-K/A"), unless the context otherwise
expressly requires, the term "Company" refers to dick clark productions, inc.,
its predecessors and their respective subsidiaries.
The Company develops and produces a wide range of television
programming for television networks, first-run domestic syndicators (which
provide programming for independent and network affiliated stations), cable
networks and advertisers. Since 1957, the Company has been a significant
supplier of television programming and has produced thousands of hours of
television entertainment, including series, annual, recurring and one-time
specials and movies for television. The Company also licenses the rebroadcast
rights to some of its programs, licenses certain segments of its programming to
third parties and, from time to time, produces home videos. In addition, the
Company, on a limited basis, develops and produces theatrical motion pictures,
which are generally produced in conjunction with third parties who provide the
financing for such motion pictures.
In January 1991, the Company established a subsidiary, dick clark
communications, inc. ("dcci"), in order to enter the corporate productions and
communications business. This subsidiary specializes in 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's
strategy is to provide value to its corporate communications clients by
accessing the wide range of talent and production resources the Company utilizes
for television production and by providing a level of creativity, production
quality and efficiency that is uncommon in this market.
In fiscal 2000, the Company entered into a strategic alliance with
ARTISTdirect, Inc., a popular music, entertainment and e-commerce portal, in
order to expand the Company's Internet presence. At the end of fiscal 2001, the
Company terminated its alliance with ARTISTdirect, Inc. by declining the option
for another term, due to the lack of sufficient growth.
Since fiscal 1990, the Company has operated entertainment-themed
restaurants known as Dick Clark's American Bandstand Grill(R). In fiscal 1992,
the first restaurant developed by the Company was opened in Overland Park,
Kansas, a suburb of Kansas City, Missouri. Currently, the Company is operating
restaurants in eight locations. Additionally, the Company, through its
restaurant subsidiary, dick clark restaurants, inc. ("dcri"), licenses various
applications of the restaurant concept, and currently has three licensed units
operating. For its restaurant operations, the Company is concentrating on less
capital-intensive growth avenues, such as licensing, joint ventures, and
possibly, franchising, as opposed to Company-owned units.
Since its inception, the Company's principal stockholder has been
Richard ("Dick") W. Clark, who is one of the best-known personalities in the
entertainment industry. Many of the Company's television and communications
programs involve the executive producing services and creative input of Mr.
Clark. However, Mr. Clark's performance services are not exclusive to the
Company. In addition to Mr. Clark, the Company employs other experienced
producers who are actively involved in the Company's entertainment business.
The Company's two principal lines of business, according to industry
segments, are (1) television production and related activities (including,
without limitation, the aforementioned corporate productions and communications
activities) and (2) restaurant operations. For financial information about the
Company's industry segments with respect to each of the fiscal years in the
three-year period ended June 30, 2001, see Note 9 "Business Segment Information"
to Item 8 of this Report.
3
DESCRIPTION OF BUSINESS
TELEVISION PRODUCTION AND RELATED ACTIVITIES
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INTRODUCTION
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Historically, the Company has produced entertainment television
programming for daytime, primetime and late night telecast and has become one of
the most versatile independent production companies in the entertainment
industry. The Company's diverse programming has included awards shows,
entertainment and comedy specials and series, children's programming, talk and
game show series, movies-for-television and dramatic series. Many of the
established television specials are produced annually and have become
anticipated television events. This breadth of production, together with the
Company's reputation for developing high-quality, popular shows on budget,
distinguishes the Company as a unique and highly-regarded programming provider.
This is particularly significant with the growing demand for cost-efficient,
original programming from new cable networks, advertisers, syndicators, and
other new digitized platforms for the distribution of content.
The Company has generally been able to fund its production costs from
license fees paid by the recipients of the programming. However, increasing
consolidation in the entertainment industry has resulted in many of the
Company's traditional customers (such as the television networks) merging with
its competitors who provide entertainment production services similar to those
provided be the Company. As a result, the Company's ability to market its
programming expertise has been reduced. The proliferation of cable networks over
the last decade also has resulted in smaller license fees being paid by networks
and other broadcasters. Developing and producing situation comedies and dramatic
series can require substantial deficit financing because the license fees
payable for such programs typically do not cover production costs. Consequently,
the Company is selective in its development efforts of such series.
The Company owns the distribution rights to certain programming which
are not subject to restrictions associated with the initial license agreement.
Such programming may be marketed by the Company in ancillary markets which
include, among others, cable television, foreign and domestic rerun syndication
and home video. Successful television series and television movies can have
significant rerun syndication, cable and other ancillary value. However, a
television series must normally be broadcast for at least three or four
television seasons before rerun syndication is feasible. Consequently, a
relatively low percentage of television series are successful enough to be
syndicated.
Aside from the sagging economy, the Company's biggest challenge is the
impact of the changed dynamics of the television industry. To continue to be
competitive, the Company needs to find a way to compete with the television
networks, which are now able to own and produce their own product for broadcast,
making it less likely that they will license product from independent production
companies, such as the Company. The Company expects to capitalize on its
reputation as a niche player that can produce programming quickly, efficiently,
on time and on budget.
TELEVISION MARKET, PRODUCTION AND LICENSING
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MARKET. The market for television programming is composed primarily of
the broadcast television networks: ABC, CBS, NBC, Fox Broadcasting Company
(Fox), United Paramount Network (UPN) and the WB Network (WB), syndicators of
first-run programming (such as Columbia, Inc. and Buena Vista Television) which
license programs on a station-by-station basis, and basic and pay cable networks
(such as The Fox Family Channel, The National Network and VH-1).
PRODUCTION. The production of television programming involves the
development of a creative concept or literary property into a television script
or teleplay, the selection of talent and, in most cases, the filming or taping
and technical and post-production work necessary to create a finished product.
The Company is continuously engaged in developing and acquiring concepts and
literary properties. The most promising of these serve as the basis of a plot or
concept which may include a description of the principal characters or
performers and, in the case of a dramatic presentation, may contain sample
dialogue.
4
The development of a project often begins with a meeting of the
Company's development personnel, producers, directors and/or writers for the
purpose of reviewing a concept. Many of the Company's projects originate with
its own staff. However, due to the Company's reputation in the television
industry, some concepts for development are frequently presented to the Company
by unaffiliated parties. If a concept is attractive, the Company will present it
to a prospective licensee, such as one of the television networks, a first-run
syndicator, a cable network or an advertiser. Alternatively, a prospective
licensee, oftentimes an advertiser, will request that the Company develop a
concept for a particular time period or type of audience. If a concept is
accepted for further development, the prospective licensee will usually
commission and pay for a script prior to committing itself to the production of
a program. However, in the case of the Company's entertainment programming as
well as its awards specials, the licensee will generally order production of the
program based on the initial presentation. Only a small percentage of the
concepts and scripts presented each year are selected to be produced. Generally,
the network or other licensee retains the right to approve the principal
creative elements of a television production.
Once a script or a concept is approved by the licensee, a license fee
is negotiated and pre-production and production activities are undertaken. In
the case of a game show, a finished pilot episode is usually submitted for
acceptance before additional episodes are ordered. A production order for a
series is usually for a specified number of episodes, with the network or other
licensee retaining an option to renew the license. The production of additional
episodes for a series or additional versions of a special is usually dependent
on the ratings obtained by the initial run of episodes of the program or by the
original special, respectively.
TELEVISION LICENSING. A majority of the Company's revenue is derived
from the production and licensing of television programming. The Company's
television programming is licensed to the major television networks, cable
networks, domestic and foreign syndicators and advertisers. The Company also
receives production fees from programming buyers who retain ownership of the
programming. The Company has sold or licensed its programs to all of the major
networks and to a number of first-run syndicators, cable broadcasters and
advertisers. During fiscal 2001, revenue from one recurring annual special
represented approximately 11% of total revenue, and revenue from one television
series represented approximately 14% of total revenue. During fiscal 2000,
revenue from one recurring annual special represented approximately 11% of total
revenue and revenue from one television series represented approximately 17% of
total revenue. During fiscal 1999, revenue from one recurring annual special
represented approximately 14% of total revenue and revenue from one television
series represented approximately 13% of total revenue. See Note 2 "Summary of
Significant Accounting Policies" to Item 8 of this Report for additional
information. The Company is not committed exclusively to any one network,
syndicator, cable network or other licensee for the licensing of the initial
broadcast rights to all or any substantial part of the Company's programming.
The Company's strategy is to develop programming that does not require
deficit financing, such as reality and variety series and award and other event
specials (which have the potential to be profitable in the first year of release
as well as to be renewed annually). The typical license agreement for this type
of programming provides for a fixed license fee to be paid in installments by
the licensee to the Company for the right to broadcast a program or series in
the United States for a specified number of times during a limited period of
time. In some instances, the Company shares its percentage of net profits from
distribution with third parties who contributed to the production of the
program. In the case of license agreements involving specials, music, variety or
game show series, the fixed license fee is ordinarily in excess of production
and distribution costs. For selected projects, however, the Company may elect to
produce programming for which the initial license fees will not cover its
production and distribution costs in the first year of release. The Company does
not anticipate incurring any material deficit financing obligation with respect
to any programs which are currently in development.
During the term of a first-run broadcast license, the Company
occasionally retains all other distribution rights associated with the program,
including foreign distribution rights. In the case of television movies, the
Company often will pre-sell domestic, foreign and other rights in order to cover
all of the production and distribution costs for the television movie. From time
to time, the Company has entered into non-exclusive agreements with distribution
companies (such as Alfred Haber, Inc., TVA International, and World
International Network, LLC) for the foreign distribution of certain of its
series, specials and television movies. In addition, the Company occasionally
licenses its programming directly to foreign broadcasters.
5
After the expiration of a first-run broadcast license, the Company
makes the program available for other types of domestic distribution where the
Company has retained ownership and/or distribution rights to the program. In
fiscal 2000, the Company licensed 59 one-hour episodes of its "TV Bloopers and
Practical Jokes", 22 one-hour episodes of its "Super Bloopers and New Practical
Jokes" and 9 one-hour episodes of "TV Bloopers" (all of which had previously
been broadcast on network television as one hour shows) to The National Network.
The Company also retains the rights to the clips from its shows for use in its
own productions as well as the ability to continue to market the clips to media
archive customers. Additionally, the Company licenses the syndication rights to
television movies from its library, which the Company is able to syndicate a
number of times over a period of many years. For example, in fiscal 2001 the
Company renewed a license for the previously broadcast television movie, "A Cry
For Help: The Tracy Thurman Story"; and in fiscal 2000, the Company licensed the
previously broadcast television movie "The Good Doctor: the Paul Fleiss Story".
The Company has also used its library of entertainment and music
specials to create new programming.
TELEVISION PROGRAMMING
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The Company develops and produces numerous television projects for
broadcast on network television, first-run syndication and cable television. The
Company has an established reputation among the major networks, cable
broadcasters and other licensees as a premier producer of television awards
programming. The Company is also strongly committed to the ongoing development
of entertainment specials and series which include music, variety, dramatic and
comedy programming formats, as well as reality-based programming. The Company
employs experienced producers responsible for the development and production in
each of these varied programming formats. The Company's staff is supplemented on
a project basis by industry professionals utilized to expand the Company's own
production resources.
ANNUAL, RECURRING AND OTHER SPECIALS. The Company is a leading
television producer of award specials, which are a significant part of the
Company's television production business, and provide an ongoing foundation of
consistent revenue each fiscal year. Many of the Company's award specials have
enjoyed sustained growth, and certain of its specials have been produced by the
Company for as many as 28 years. Indeed, as a testament to the continued
popularity of "The Golden Globe Awards", the Company has received a 10-year
commitment from NBC to produce the annual prime time, three-hour special for
television through 2011. The event is produced in association with the Hollywood
Foreign Press Association. The renewal begins with the broadcast of "The 59th
Annual Golden Globe Awards" on January 20, 2002.
The Company's award specials during fiscal 2001 included: "The 28th
Annual American Music Awards" (broadcast on ABC), the Company's most enduring
award special, which again was rated number one in its time period; "The 58th
Annual Golden Globe Awards" (broadcast on NBC); the Company's eighteenth annual
production for the Hollywood Foreign Press Association, acknowledging excellence
in television and motion pictures; "The 36th Annual Academy of Country Music
Awards" (broadcast on CBS), another popular, long running awards production,
produced for the twenty-third consecutive year; "The 28th Annual Daytime Emmy
Awards" (broadcast on NBC), the ninth year of production of this special
presented by the National Academy of Television Arts & Sciences; and "The Family
Television Awards" (broadcast on CBS), which the Company produced for the first
time. The Company has several long-term license agreements for recurring and
annual specials, three of which expire in 2005 and one as stated above in 2011.
In addition to producing award specials for television, the Company
develops new concepts for television specials. Two important aspects of the
Company's production of specials are that the specials may serve as pilots for
the development of series programming and that specials may be produced on an
annual or recurring basis. For example, the Bloopers programs evolved from an
entertainment special to a series and are still in production as television
specials for ABC.
The Company produced the following entertainment specials in fiscal
2001: "Who is the Smartest Kid in America #2" (broadcast on Fox); four
"Bloopers" specials (broadcast on ABC); "Dick Clark's New Year's Rockin' Eve(R)
2001" (broadcast on ABC), which was the Company's 28th year of production; and
pre and post shows in conjunction with Dick Clark's "New Years Rockin' Eve(R)
2001" special (broadcast on ABC).
6
SERIES. The Company actively develops programs and ideas for potential
series production, which represents the most important area of development in
terms of potential revenue and profit growth for the Company. Series programming
presents many opportunities for long-term commitments and, in some cases, rerun
potential.
In fiscal 2001, the Company produced and delivered 13 episodes of
"Beyond Belief", hosted by "Star Trek's" Jonathan Frakes, for Fox. This series
was first produced by the Company in fiscal 1997 with the initial six episodes
hosted by James Brolin and in both fiscal 1998 and 1999, wherein 13 episodes,
hosted by Jonathan Frakes were produced and delivered each fiscal year.
In fiscal 2001, 22 one-hour episodes of the series "Your Big Break"
were produced and delivered in conjunction with Endemol Entertainment, Inc., for
broadcast syndication by Buena Vista Television. In fiscal 2000, 24 one-hour
episodes of this series were produced and delivered. This series was syndicated
to more than 90 percent of the United States, including the top 10 television
markets.
In fiscal 2000, the Company produced 43.5 hours of the game show
"Greed", hosted by Chuck Woolery (broadcast on Fox). Also in fiscal 2000,
production completed on TNN's "Prime Time Country", a live one-hour, weeknight
country music entertainment and variety series, which premiered in January 1996.
The syndicated talk show "Donny and Marie", for which the Company served as
executive producer, also wrapped up in fiscal 2000.
MOVIES. Television movies are continually under development and can be
a source of profitability and cash flow over the life of their distribution.
OTHER LICENSING
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MEDIA ARCHIVES AND HOME VIDEO. The Company believes that it owns one of
the largest collections of musical performance footage from the 1950s to the
present, including 16mm films that have been enhanced and transferred to video
tape. The Company keeps an updated, computerized index of available material in
order to easily access the performance footage. The Company also occasionally
acquires the rights to license classic performances by popular recording
artists. These rights are acquired from the copyright holders and then licensed
for television, film, cable and home video. Although the Company's archives are
used as source material for the Company's productions, the Company also actively
licenses footage from its archives to third parties. In fiscal 2001, the Company
licensed footage from its library to Time-Life Music, MTV, CNN, ABC and NBC,
among many others.
LIVE SHOWS. Certain Company concepts and trade names have been licensed
for use by third parties in live shows. For example, in fiscal 2000, the concept
of the Dick Clark's "New Year's Rockin' Eve(R)" annual television special was
licensed to Holland America Cruise Line for a theatrical show on its ships which
ran through December 31, 2000.
TRADEMARK LICENSING. In fiscal 2000, the Company licensed to
International Game Technology, the largest slot machine manufacturer in the
United States of America, the rights to develop three slot machines based on the
Company's entertainment concepts for sale to gaming casinos. The slot machines
are designed around the "New Year's Rockin' Eve(R)," "American Bandstand(R),"
and "Bloopers(TM)" concepts. Additionally, the Company licensed rights to Media
Drop In to create a "scratch-off" lottery game centered around the legendary
television show, "American Bandstand."
OTHER BUSINESSES
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CORPORATE PRODUCTION AND COMMUNICATIONS BUSINESS. dcci, part of the
Company's entertainment division, offers significant operating efficiencies and
capitalizes on the Company's internal resources, particularly, in the area of
television production. These resources help dcci provide solutions to businesses
seeking alternatives to the traditional forms of communication to reach their
intended audiences.
7
dcci uses its "strategic entertainment" approach to create
award-winning communications experiences, from live events and meetings to
integrated marketing communications programs for major corporations. The dcci
roster of talent includes experts in marketing, entertainment, events, public
relations, promotions, advertising and production. Through this unique blend of
skills, dcci has created corporate "experiences" for a variety of clients during
fiscal 2001. Among them, dcci produced the Century City Towers annual holiday
event, produced a "Dick Clark's Good Ol' Rock n' Roll Show" at the original
"American Bandstand" sound stage in Philadelphia, and produced a weekend-long
50th Anniversary event for a prominent worldwide law firm. In collaboration with
the CMJ Network and Coca-Cola, dcci announced a new category for "The 29th
Annual American Music Awards" to recognize unsigned emerging talent and will
present the first "New Music Award" at this show's January 2002 airing.
RECORD BUSINESS. In fiscal 1994, the Company established the CLICK
Records(R) Inc. ("CLICK") label. During fiscal 1999, the Company entered into an
agreement with Anderson Merchandisers to produce and distribute compilation
albums under the CLICK label. The first such album, "The American Music Awards
Present: Only The Hits", was produced and distributed during fiscal 1999,
exclusively at Wal-Mart stores nationwide.
In early fiscal 2000, the Company entered into an agreement with Q
Records, the record label of QVC, to create and sell a compact disc collectible
box set covering four decades of "American Bandstand" music. In late fiscal
2000, the Company extended its arrangement with Q Records to include a new
compact disc collection entitled "Dick Clark's Favorite Hits."
8
RESTAURANT OPERATIONS
INTRODUCTION
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The Company's restaurant operations are conducted by dick clark
restaurants, inc. ("dcri"), a wholly-owned subsidiary of the Company, and dcri's
wholly-owned subsidiaries. The restaurant operations include food and beverage
service as well as music, dancing and merchandising activities. Capitalizing on
the popularity of the American Bandstand(R) television show and over 40 years of
contemporary music, "Dick Clark's American Bandstand Grill(R)" ("Grill")
entertainment theme restaurants are an extension of the Company's entertainment
business. Elements of the theme include: the "Great American Food
Experience(R)", a unique menu concept featuring a variety of delicious regional
specialties from around the country; a design featuring a one-of-a-kind
entertainment atmosphere based on the American Bandstand(R) television show and
the music industry over the last four decades; a dance club area within some of
the restaurants with state-of-the-art audio-visual entertainment systems; and
signature "American Bandstand Grill" merchandise for customers to purchase. Each
Grill also features memorabilia and other items generally associated with rock
n' roll and the Company's activities throughout the years, including vintage
photos, gold and platinum albums, original stage costumes, concert programs,
rock stars' musical instruments and rare posters. In fiscal 2000, dcri opened
the initial "Dick Clark's AB Diner(TM)", an extension of the restaurant brand.
Currently, dcri has operations in eight locations: Overland Park,
Kansas, a suburb of Kansas City, Missouri which opened in August 1992;
Indianapolis, Indiana and Columbus, Ohio, which opened in April/May 1994;
Cincinnati, Ohio, which opened in March 1996; King of Prussia, Pennsylvania,
which opened in June 1997; Grapevine Mills, Texas, which opened in January 1998;
Auburn Hills, Michigan, which opened in November 1999, and Schaumburg, Illinois,
which opened in December 1999. The St. Louis, Missouri location closed in
December 2000.
dcri also licenses various applications of the restaurant concept. The
first three restaurants were licensed to HMSHost Corporation ("HMS Host") in
fiscal 2000 and opened in the Indianapolis Airport in December 1999, the Salt
Lake City Airport in August 2000, and the Newark Airport in April 2001. During
fiscal 2001, dcri licensed a fourth restaurant to the HMSHost. The fourth unit
is expected to open in the third quarter of fiscal 2002 at Phoenix Sky Harbor
International Airport in Arizona.
dcri and Harmon Entertainment Corporation, a New Jersey corporation
("Harmon"), were originally partners in Entertainment Restaurants, a New York
partnership (the "Partnership"), which was created to own, operate and manage
Grill restaurants and which developed the first restaurant in Miami, Florida.
The Company subsequently agreed to reimburse Harmon for capital expenditures
made in connection with the Miami restaurant and to pay Harmon a royalty over
time of 1.5% of gross revenues from restaurant operations, up to an aggregate of
$10,000,000, for its interest in the Partnership.
dcri has numerous memorabilia displayed in its restaurants and such
memorabilia are an integral part of the restaurant's theme. Some of the
memorabilia is owned by Olive Enterprises, Inc. ("Olive") and is loaned to dcri
without charge. Olive is controlled 100% by Mr. Clark, see Note 6 "Related Party
Transactions" to Item 8 of this Form 10-K/A. dcri also acquires memorabilia for
its own use and has invested $429,000 to date for current and future
restaurants.
OPERATIONS
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The Company prides itself on the fact that all of its restaurants offer
the highest quality food and service. Through its managerial personnel, the
Company standardizes specifications for the preparation and service of its food,
the maintenance and repair of its premises and the appearance and conduct of its
employees. Operating specifications and procedures are documented in a series of
manuals. Emphasis is placed on ensuring that quality ingredients are delivered
to the restaurants, continuously developing and improving restaurant food
production systems, and ensuring that all employees are dedicated to
consistently delivering high-quality food and service.
9
The primary commodities purchased by the Company's restaurants are
beef, poultry, seafood and produce. The Company monitors the current and future
prices and availability of the primary commodities purchased by the Company to
minimize the impact of fluctuations in price and availability and to make
advance purchases of commodities when considered to be advantageous. However,
purchasing remains subject to price fluctuations in certain commodities,
particularly produce. All essential food and beverage products are available, or
can be made available upon short notice, from qualified substitute suppliers.
In an effort to streamline the administration and management of dcri
and substantially reduce the overhead costs of restaurant operations, the
Company retained Lincoln Restaurant Group ("Lincoln") of Dallas, Texas to
provide such services in December 2000. Lincoln, founded in 1984, provides
management and ancillary support services to 420 restaurants - ranging from
fast-food to fine dining - and 185 restaurant owners nationwide. Services
provided by Lincoln include purchasing, accounting, human resources, culinary
service and standards.
The Company will continue to concentrate on less capital-intensive
growth avenues, including licensing, joint ventures, and possibly, franchising
opportunities. Expansion can occur through extension of the current HMSHost
license or by agreement with other major food-service operators. The Company
does not believe that opportunities for additional restaurant growth are limited
to airport locations. The Company is also evaluating the viability of joint
ventures and franchising "Dick Clark's AB Diner(TM)." This classic concept -
with its rock `n roll ambiance and All-American fare - seems well suited for
licensing.
10
GENERAL INFORMATION
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JOINT VENTURES
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The Company from time to time enters into joint ventures with parties
not otherwise affiliated with the Company whose purpose is the production of
entertainment programming and other entertainment related activities associated
with the Company's business.
The C&C Joint Venture was organized to develop and produce the various
Bloopers and Practical Jokes series. The Company has a controlling interest in
the C&C Joint Venture, and the Company's share of net profits and losses in that
venture is now 51%.
In fiscal 2001, the Company teamed with three other parties to launch a
new record label for emerging talent, known as Access Records, LLC. The Russian
pop supergroup NA-NA! is the first act that has signed with the new label. The
Company has a 25% membership interest in Access Records, LLC.
TRADEMARKS
- ----------
The Company utilizes the service marks and trademarks American
Bandstand Grill(R), Dick Clark's American Bandstand Grill(R), and AB(R)
(Stylized). The Company also owns many other trademarks and service marks,
including federal registration for trademarks and service marks related to its
television programming and other businesses. Certain of the Company's trademarks
and service marks may be considered to be material to the Company, such as the
trademarks and service marks used in connection with the Company's restaurant
operations.
BACKLOG AND DEFERRED REVENUE
- ----------------------------
The Company's backlog consists of orders by networks, first-run
syndicators and cable networks for television programming to be delivered for
the 2001/2002 television season, as well as contractual arrangements for
corporate productions and communications services. At June 30, 2001, the Company
had received orders for 8 specials and 2 corporate communications production
events, which are expected to result in aggregate revenue of $28,245,000. At
June 30, 2000, the Company had received orders for 2 series, 13 specials, and 4
corporate communications production events, which were expected to result in
aggregate revenue of $43,477,000. At June 30, 1999, the Company had received
orders for 2 series, 13 specials and 5 communications production events which
were expected to result in aggregate revenue of $36,892,000.
The Company receives payment installments in advance of and during
production of its television programs and corporate productions and
communications projects. These payments are included in deferred revenue in the
Company's consolidated balance sheets and are recognized as revenue when the
program is delivered to the licensee. At June 30, 2001, 2000 and 1999, such
deferred revenue totaled $496,000, $2,075,000, and $695,000, respectively.
COMPETITION
- -----------
Competition in the television industry is intense. The most important
competitive factors include quality, variety of product and marketing. Many
companies compete to obtain the literary properties, production personnel and
financing, which are essential to market acceptance of the Company's products.
Competition for viewers of the Company's programs has been heightened by the
proliferation of cable networks, which has resulted in the fragmentation of the
viewing audience. The Company also competes for distribution and pre-sale
arrangements, as well as the public's interest in, and acceptance of its
programs. The Company's success is highly dependent upon such unpredictable
factors as the viewing public's taste. Public taste changes, and a shift in
demand could cause the Company's present programming to lose its appeal.
Therefore, acceptance of future programming cannot be assured. Television and
feature films compete with many other forms of entertainment and leisure time
activities, some of which involve new areas of technology, including the
proliferation of Internet services and new media games.
11
The Company's principal competitors in television production are the
television production divisions of the major television networks, motion picture
companies (which are also engaged in the television and feature film
distribution business) and many independent producers. Many of the Company's
principal competitors have greater financial resources and more personnel
engaged in the acquisition, development, production and distribution of
television programming. Presently, there is substantial competition in the
first-run syndication marketplace, resulting in fragmentation of ratings and
advertising revenues.
Certain of the Company's customers and the television networks are
considered competitors of the Company in that they produce programming for
themselves. In 1995, the Federal Communications Commission ("FCC") allowed the
Financial Interest and Syndication Rule ("FinSyn Rule") to expire, thereby
permitting the major networks to produce and syndicate, in-house, all of their
primetime entertainment schedule. With the elimination of such restrictions, the
major networks have substantially increased the amount of programming they
produce through their own production companies. Numerous consolidations have
also occurred within the industry, further restricting the Company's ability to
sell or license its entertainment programming.
As a result of the elimination of the FinSyn Rule, the Company has
encountered increased competition in the domestic and foreign syndication of
future television programming which could adversely impact the Company's rerun
syndication revenues. In addition, the Company has encountered increased
competition from emerging networks, which were previously exempt from any
restrictions under the FinSyn Rule. To continue to be competitive, the Company
needs to find a way to compete with the television networks. The Company
believes, however, that it can continue to compete successfully in this
highly-competitive market for television programming. This belief is based on
management's extensive experience in the industry, the Company's reputation for
prompt, cost-efficient completion of production commitments and the Company's
ability to attract creative talents.
The market for corporate communications services is large, but highly
competitive, with many companies vying for market share. Most customers require
bids on a competitive basis and some of the Company's competitors have larger
staffs and a greater global reach for information. Some principle competitors
have been in business longer and are more established. The Company believes that
it can compete successfully in this market by utilizing the Company's experience
in producing live events for television and its existing talent and business
relationships.
The restaurant industry is highly-competitive and is affected by many
factors including changes in the economy, changes in socio-demographic
characteristics of areas in which restaurants are located, changes in customer
tastes and preferences and increases in competition in the geographic area in
which the Company's restaurants are located. The degree to which such factors
may affect the Company's restaurant operations, however, are not generally
predictable.
Competition in the restaurant industry can be divided into three main
categories: fast food, casual dining and fine dining. The casual dining segment
(which includes the Company's restaurant operations) includes a much smaller
number of national chains than the fast-food segment but does include many local
and regional chains as well as thousands of independent operators. The fine
dining segment consists primarily of small independent operations in addition to
several regional chains.
EMPLOYEES - TELEVISION PRODUCTION AND RELATED ACTIVITIES
- --------------------------------------------------------
At June 30, 2001, the Company had approximately 60 full-time employees
in its television production, corporate communications production and related
activities. The Company meets a substantial part of its personnel needs in this
business segment by retaining directors, actors, technicians and other
specialized personnel on a per production, weekly or per diem basis. Such
persons frequently are members of unions or guilds and generally are retained
pursuant to the rules of such organizations.
The Company is a signatory to numerous collective bargaining agreements
relating to various types of employees such as directors, actors, writers and
musicians. The Company's union wage scales and fringe benefits follow prevailing
industry standards. The Company is a party to one contract with the American
Federation of Television and Radio Artists, which expires in November 2001, one
contract with the American Federation of Musicians which will expire in May
2002, two contracts with the Directors Guild of America, which expire in June
2002, one contract with the Writers Guild of America which expires in May 2004
12
and one contract with the Screen Actors Guild which expires in June 2004. The
renewal of these union contracts does not depend on the Company's activities or
decisions alone. If the relevant union and the industry are unable to come to
new agreements on a timely basis, any resulting work stoppage could adversely
affect the Company.
EMPLOYEES - RESTAURANTS
- -----------------------
At June 30, 2001, the Company had approximately 650 employees in its
restaurant operations. A majority of the employees are employed on a part-time,
hourly basis to provide services necessary during peak periods of restaurant
operations. The Company's restaurant operations have not experienced any
significant work stoppages and the Company believes its labor relations are
good.
ITEM 2. PROPERTIES.
The Company leases from Olive under a triple net lease approximately
30,000 square feet of office space and equipment in two buildings located in
Burbank, California, for its principal executive offices. The current annual
rent is $682,000 and the lease expires on December 31, 2005. The lease provides
for rent increases on January 1, 2003 and January 1, 2005 based on increases in
the Consumer Price Index after December 2000. The Company subleases
approximately 10,000 square feet of space to third parties and affiliated
companies on a month-to-month basis. The Company believes that the subleases to
affiliated companies are no less favorable to the Company than could be obtained
from unaffiliated third parties on an arms-length basis, see Note 6 "Related
Party Transactions" to Item 8 of this Form 10-K/A.
The Company is also party to an agreement with Olive, wherein Olive
provides records management services, including storage, retrieval and inventory
of customer records, files and other personal property. The term of the
agreement extends through September 2005. See Note 6, "Related Party
Transactions," to Item 8 of this Form 10-K/A for further details.
The Company has entered into lease agreements with respect to numerous
restaurant sites that terminate at varying dates through December 31, 2012.
The Company believes the properties and facilities it leases are
suitable and adequate for the Company's present business and operations.
ITEM 3. LEGAL PROCEEDINGS.
The Company is involved in certain litigation in the ordinary course of
its business, none of which, in the opinion of management, is material to the
Company's financial position.
On December 2, 2001, an incident occurred at Dick Clark's American
Bandstand Grill(R), in Columbus, Ohio, which is a restaurant owned by Buckeye
Restaurants, Inc., a subsidiary of the Company. Mr. Grant Church, a club
ambassador (security person), attempted to remove Mr. Vincent L. Darling, a
patron, from the premises after Mr. Darling had an altercation with his
girlfriend. Mr. Darling resisted, was subdued, and police and medical units were
called to the scene. Mr. Darling was subsequently pronounced dead in an
ambulance en route to the hospital. The investigation into his death is ongoing
and, as of the date of this Report, no criminal charges or civil suits have been
filed in connection with this incident.
13
On October 29, 1999, dcci entered into an agreement (the "QSDI
Agreement") with Queens Seaport Development, Inc. ("QSDI") to establish and
maintain a music-themed museum under the name "Dick Clark's Great American Music
Experience" ("DCGAME"). Under the QSDI Agreement, dcci granted QSDI a
non-exclusive license to use Mr. Clark's name and the DCGAME mark. dcci was also
to consult with and advise QSDI regarding the design, development and content of
the facility, as well as to loan memorabilia to QSDI for use in the museum. QSDI
represented in the QSDI Agreement that it had obtained the necessary financing
for the development and operation of the facility. On July 2, 2001, Joseph F.
Prevratil, President and Chief Executive Officer of QSDI for the first time
advised dcci that contrary to the representation in the QSDI Agreement, QSDI had
not obtained the necessary financing for the development and operation of the
facility. Further, by late June 2001, QSDI had failed to make payments that were
due under the QSDI Agreement despite requests to do so by dcci. On April 19,
2002, the Company filed a complaint against QSDI in Los Angeles Superior Court.
In the complaint, the Company raises claims of breach of contract and fraud for
which the Company seeks compensatory damages, punitive damages and attorneys
fees and costs. The Company believes that the complaint will not significantly
impact the Company's operations.
A putative class action complaint was filed in the Superior Court of the
State of California, County of Los Angeles on February 15, 2002, on behalf of
Walter Valenti and an alleged class of unaffiliated stockholders of the Company.
The complaint names the Company and its directors as defendants and alleges that
the defendants have engaged in acts of self-dealing and have violated fiduciary
duties of "care, loyalty, candor and independence" owed to the unaffiliated
stockholders in connection with the proposed merger involving the Company and
DCPI Investco, Inc. (the "Merger"). The complaint further alleges that the
$14.50 price per share is inadequate. The complaint seeks, among other things,
injunctive relief blocking the consummation of the Merger, or if it is
consummated, rescinding the Merger; imposition of a constructive trust, on
behalf of the plaintiff, upon any benefits received by defendants as a result of
their allegedly wrongful conduct; and costs and disbursements of the action,
including attorneys' and experts' fees in unspecified amounts. As of the date of
this proxy statement, the defendants have made a motion to dismiss the complaint
for failure to plead a cause of action, and three directors who are not
residents of California have moved to dismiss the complaint for lack of personal
jurisdiction. The plaintiff's time to respond to the motions has not expired. In
addition, discovery has been commenced in the action.
14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's common stock is quoted on the National Association of
Securities Dealers' Automated Quotation ("NASDAQ") National Market under the
symbol "DCPI". The following table sets forth the high and low bid prices for
the common stock during each quarter of fiscal 2001, 2000 and 1999 as reported
by NASDAQ. The prices reported reflect inter-dealer quotations, may not
represent actual transactions and do not include retail mark-ups, mark-downs or
commissions.
PRICE RANGE
FISCAL 2001 FISCAL 2000 FISCAL 1999
HIGH LOW HIGH LOW HIGH LOW
---- --- ---- --- ---- ---
First Quarter $ 12.75 $ 9.00 $ 13.86 $ 10.28 $ 19.91 $ 11.69
Second Quarter 13.38 8.63 20.91 9.66 15.15 11.47
Third Quarter 14.00 9.50 13.86 11.36 13.42 8.98
Fourth Quarter 10.85 9.62 13.25 11.02 12.96 7.79
As of September 17, 2001, there were 9,284,016 shares of common stock
outstanding held by approximately 500 holders of record and 909,563 shares of
Class A common stock outstanding.
On April 25, 2000, the Company declared a ten percent (10%) stock
dividend of the common stock and Class A common stock to all holders of record
as of the close of business on May 25, 2000, which was distributed on June 23,
2000. On May 11, 1999, the Board of Directors of the Company declared a five
percent (5%) stock dividend of the common stock and Class A common stock to all
holders of record as of the close of business on May 21, 1999, which was
distributed on June 11, 1999. Accordingly, share data have been retroactively
adjusted to include the effect of the stock dividends.
The declaration of dividends in the future will be at the election of
the Board of Directors and will depend upon the earnings, capital requirements
and financial position of the Company, general economic conditions, state law
requirements and other relevant factors.
15
ITEM 6. SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
INCOME STATEMENT 2001 2000 1999 1998 1997
- ---------------- --------- --------- --------- --------- -------
Revenue $ 70,772 $ 92,243 $ 72,334 $ 86,251 $ 66,129
Gross profit 10,248 18,719 11,644 17,174 14,217
General and administrative expense 5,808 5,326 5,505 5,821 4,975
Impairment of long lived assets -- -- 4,092 -- --
Operating income 4,440 13,393 2,047 11,353 9,242
Minority interest expense (income) 85 506 (10) 97 672
Interest and other income 3,515 3,157 2,209 2,079 1,937
Income before provision for income taxes 7,870 16,044 4,266 13,335 10,507
Provision for income taxes 2,715 5,535 1,514 5,101 3,993
Cumulative effect of accounting change, net of tax -- (111) -- -- --
Net income 5,155 10,398 2,752 8,234 6,514
BALANCE SHEET 2001 2000 1999 1998 1997
- ------------- --------- --------- --------- --------- -------
Working capital(1) $ 60,945 $ 56,938 $ 45,269 $ 39,115 $ 30,017
Program costs, net 5,288 5,073 5,067 5,963 4,615
Total assets 85,368 83,397 69,918 73,215 63,298
Stockholders' equity 77,396 72,209 61,811 58,953 50,319
Weighted average number of shares
outstanding 10,192 10,188 10,179 10,171 10,100
Weighted average number of shares
and equivalents outstanding 10,335 10,346 10,311 10,296 10,215
Number of shares outstanding at
year end 10,194 10,190 10,186 10,174 10,105
Per share data:
Basic earnings per share $ .51 $ 1.02 $ .27 $ .81 $ .65
Diluted earnings per share .50 1.01 .27 .80 .64
Net book value 7.59 7.09 6.07 5.80 4.95
OTHER OPERATING DATA 2001 2000 1999 1998 1997
--------- --------- --------- --------- -------
EBITDA(2) $ 6,289 $ 15,412 $ 8,769 $ 14,502 $ 10,565
- ------------------
1 Represents the sum of cash, marketable securities and accounts receivable less accounts
payable.
2 EBITDA is earnings before interest and other income, taxes, depreciation, amortization and
other non-cash items. EBITDA is presented supplementally because management believes it allows
for a more complete analysis of results of operations. This information should not be
considered as an alternative to any measure of performance or liquidity as promulgated under
accounting principles generally accepted in the United States (such as net income or cash
provided by or used in operating, investing and financing activities) nor should it be
considered as an indicator of the overall financial performance of the Company. The Company's
calculation of EBITDA may be different from the calculation used by other companies and
therefore comparability may be limited.
16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The purpose of the following discussion and analysis is to explain the
major factors and variances between periods of the Company's financial condition
and results of operations. This analysis should be read in conjunction with the
financial statements, the accompanying notes thereto, and other financial
information contained elsewhere in this Form 10-K/A.
INTRODUCTION
- ------------
A majority of the Company's revenue is derived from the production and
licensing of television programming. The Company's television programming is
licensed to the major television networks, cable networks, program distributors,
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 revenue 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 to third parties for use in theatrical films,
television movies, specials and commercials. The Company, on a limited basis,
also develops theatrical films in association with established studios that
generally provide the financing necessary for production.
The Company also derives substantial revenue from its restaurant
business. This business segment contributed approximately 26%, 22% and 29% to
the Company's consolidated revenue for fiscal 2001, 2000 and 1999, respectively.
Revenue from restaurant operations is recognized upon provision of goods and
services to customers. dcri also licenses the restaurant concept to HMSHost for
use in their airport locations. Up-front franchise fees from licenses are
recognized when the Company has substantially performed all of its obligations
under the agreement, usually at the time that the agreements are entered into.
License royalties are recognized as reported to the Company by the licensees.
License fees for the production of television programming are generally
paid to the Company pursuant to license agreements during production and upon
availability and delivery of the completed program or shortly thereafter. In
fiscal 2001, the Company entered into a ten-year license agreement with NBC to
produce "The Golden Globe Awards" through 2011. The Company has revenue from
network and cable television license agreements is recognized for financial
statement purposes upon availability and delivery of each program or episode in
the case of a series. Revenue from rerun broadcast (both domestic and foreign)
is recognized for each program when it becomes contractually available for
broadcast.
Production costs of television programs are capitalized and charged to
operations on an individual program basis in the ratio that the current year's
gross revenue bears to management's estimate of the total revenue for each
program from all sources. Substantially all television production costs are
amortized in the initial year of delivery, except for those successful
television series and television movies where there is likely to be future
revenue earned in domestic and foreign syndication and other markets. Successful
television series and television movies can achieve substantial revenue from
rerun broadcasts in both foreign and domestic markets after their initial
broadcast, thereby allowing a portion of the production costs to be amortized
against future revenue. Distribution costs of television programs are expensed
in the period incurred.
Depending upon the type of contract, revenue for corporate production
and communications activities is recognized when the services are completed for
a live event, when a tape or film is delivered to a customer, when services are
completed pursuant to a particular phase of a contract which provides for
periodic payments, or as may be otherwise provided in a particular contract.
Costs of individual productions are capitalized and expensed as revenue is
recognized.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's capital resources are adequate to meet its current
working capital requirements. The Company had cash and marketable securities of
approximately $64,118,000 as of June 30, 2001 compared to
17
$58,472,000 as of June 30, 2000. The Company has no outstanding bank borrowings
or other indebtedness for borrowed money.
Marketable securities consist primarily of investments in United States
Treasury Bills and Treasury Notes. The Company classifies investments in
marketable securities as "held-to-maturity", and carries these investments at
amortized cost in accordance with Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity Securities."
This statement requires investments in debt and equity securities, other than
debt securities classified as "held-to-maturity", to be reported at fair value.
Historically, the Company has funded its investment in television
program costs primarily through installment payments of license fees and minimum
guaranteed license payments from program buyers. To the extent the Company
produces television movies and television series, the Company may be required to
finance the portion of its program costs for these programs not covered by
guaranteed license payments from program buyers (known in the television
industry as "deficit financing"). None of the Company's television productions
in fiscal 2001, 2000 or 1999 required material deficit financing by the Company.
No programs currently in development are anticipated to require material deficit
financing.
Net cash provided by operating activities was approximately $6,041,000,
$15,025,000, and $6,204,000, in fiscal 2001, 2000 and 1999, respectively. Net
cash used in investing activities was approximately $6,341,000, $15,750,000 and
$7,382,000 in fiscal 2001, 2000 and 1999, respectively. Net cash provided by
financing activities was approximately $32,000 in fiscal 2001 and $109,000 in
fiscal 1999; there was no net cash provided by financing activities in fiscal
2000. The fluctuations in cash provided by operations and cash used for
investing activities for the years noted primarily reflect changes in production
activity, the construction of two and the sale of one "Dick Clark's American
Bandstand Grill" restaurants in fiscal 2000, and changes in the Company's
investment in marketable securities. The fluctuations in cash provided by
financing activities are the result of differing numbers of stock options
exercised in a particular year.
The Company expects to accomplish future growth of the restaurant
division through a focus on licensing agreements requiring little or no capital
outlay. However, the Company expects that the opening of any additional owned
and operated American Bandstand Grill restaurants would be financed from
available capital and/or alternative financing methods such as joint ventures
and limited recourse borrowings. Capital requirements for the Company's
corporate events and communications business, are anticipated to be immaterial
to the Company's overall capital position in fiscal 2002.
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.
RESULTS OF OPERATIONS
- ---------------------
REVENUE
Revenue for the year ended June 30, 2001 was $70,772,000 compared to
$92,243,000 for the year ended June 30, 2000 and $72,334,000 for the year ended
June 30, 1999. The decrease in revenue in fiscal 2001 as compared to fiscal 2000
is primarily due to lower revenue from television series and communications
projects. The increase in revenue in fiscal 2000 as compared to fiscal 1999 is
primarily due to higher revenue from television series, specials programming,
and communications projects, offset in part by decreased revenue in same store
sales from restaurant operations.
During fiscal 2001, revenue from one recurring annual special
represented approximately 11% of total revenue, and revenue from one television
series represented approximately 14% of total revenue. During fiscal 2000,
revenue from one recurring annual special represented approximately 11% of total
revenue and revenue from one television series represented approximately 17% of
total revenue. During fiscal 1999, revenue from one recurring annual special
represented approximately 14% of total revenue and revenue from one television
series represented approximately 13% of total revenue. No other production or
project accounted for more than 10% of total revenue during fiscal 2001, 2000 or
1999.
18
GROSS PROFIT
Gross profit as a percentage of revenue was 14%, 20% and 16% for fiscal
2001, 2000 and 1999, respectively. The decrease in gross profit as a percentage
of revenue in fiscal 2001 as compared to fiscal 2000 is primarily a result of
decreased profitability in television series production, communications projects
and one recurring annual special. The increase in gross profit as a percentage
of revenue in fiscal 2000 as compared to fiscal 1999 is primarily a result of
increased profitability in television series production.
GENERAL AND ADMINISTRATIVE EXPENSE
General and administrative expense increased in fiscal 2001 as compared
to fiscal 2000 primarily as a result of a decrease in capitalized production
overhead to television series production and corporate communications projects,
offset in part by a decrease in bonus compensation and restaurant overhead.
General and administrative expense decreased in fiscal 2000 as compared to
fiscal 1999 primarily as a result of an increase in capitalized production
overhead to television series production, offset in part by an increase in bonus
compensation.
OPERATING INCOME
Operating income decreased in fiscal 2001 as compared to fiscal 2000
primarily as a result of decreased gross profit and increased general and
administrative expense. Operating income increased in fiscal 2000 as compared to
fiscal 1999 primarily as a result of increased gross profit and decreased
general and administrative expense.
IMPAIRMENT OF LONG LIVED ASSETS
As a result of declining operating results in three of the restaurant
units during the fourth quarter of fiscal 1999, and the evaluation of projected
operating performance in these units, as required by the Statement of Financial
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to Be Disposed of", in fiscal 1999, the
Company recorded a noncash impairment charge of $4,092,000, related to the
writedown of the Company's investment in these units. The Company considered
continued and projected underperformance in these units and changes in market
conditions to be the primary indicators of potential impairment. The impairment
charge was recognized as the future projected undiscounted cash flows for these
units were estimated to be insufficient to recover the related carrying value of
the long lived assets related to the units. As a result, the carrying values of
the assets for two of the restaurants were written down to their estimated fair
values based on the projected discounted cash flows. Assets of the third
restaurant unit were written down to their estimated disposal value, the
majority of which were disposed of in fiscal 2000.
OTHER
Minority interest expense decreased in fiscal 2001 as compared to
fiscal 2000 as a result of decreased sales of the Company's previously-produced
"Super Bloopers and New Practical Jokes." Minority interest expense increased in
fiscal 2000 as compared to fiscal 1999 as a result of a legal settlement
received related to the American Bandstand Club in Reno, Nevada; and as a result
of a major sale of the Company's previously-produced "Super Bloopers and New
Practical Jokes." The C & C Joint Venture, of which the Company has a 51%
interest, produced the "Super Bloopers and New Practical Jokes" television
specials. The Bloopers specials currently being produced by the Company do not
include the practical joke segments and are owned 100% by the Company and there
is, therefore, no minority interest expense associated with their production.
19
GENERAL
- -------
OTHER OPERATING DATA
EBITDA is earnings before interest and other income, taxes,
depreciation, amortization, and other non-cash items. Non-cash items, such as
asset writedowns and impairment losses, are excluded from EBITDA as these items
do not impact operating results on a recurring basis. EBITDA is presented
supplementally because management believes it allows for a more complete
analysis of results of operations. This information should not be considered as
an alternative to any measure of performance or liquidity as promulgated under
accounting principles generally accepted in the United States (such as net
income or cash provided by or used in operating, investing and financing
activities) nor should it be considered as an indicator of the overall financial
performance of the Company. The Company's calculation of EBITDA may be different
from the calculation used by other companies and therefore comparability may be
limited.
FORWARD LOOKING STATEMENTS
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, to implement its licensing and related strategy
for its restaurant operations, and to attract new corporate communications
clients and such competitive and other business risks as from time to time may
be detailed in the Company's reports to the Securities and Exchange Commission.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company is exposed to market risk in the normal course of its
investing activities. The Company does not have significant exposure to
fluctuations in interest rates because it invests primarily in United States
Treasury Notes and Treasury Bills and has no debt. The Company does not
undertake any specific actions to cover its exposure to interest rate risk.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is set forth in the Financial
Statements, commencing on page 21 included herein.
20
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO DICK CLARK PRODUCTIONS, INC.:
We have audited the accompanying consolidated balance sheets of dick
clark productions, inc. (a Delaware corporation) and subsidiaries (the
"Company") as of June 30, 2001 and 2000, and the related consolidated statements
of operations, stockholders' equity and cash flows for each of the three years
in the period ended June 30, 2001. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of dick clark
productions, inc. and subsidiaries as of June 30, 2001 and 2000, and the results
of their operations and their cash flows for each of the three years in the
period ended June 30, 2001, in conformity with accounting principles generally
accepted in the United States.
As explained in Note 2 to the consolidated financial statements, during
the quarter ended September 30, 1999, the Company changed its method of
accounting for pre-opening costs to conform with Statement of Position 98-5.
ARTHUR ANDERSEN, LLP
Los Angeles, CA
August 30, 2001
21
DICK CLARK PRODUCTIONS, INC.
CONSOLIDATED BALANCE SHEETS
---------------------------
AS OF JUNE 30,
ASSETS 2001 2000
--------------- ----------
Cash and cash equivalents $ 5,030,000 $ 5,298,000
Marketable securities 59,088,000 53,174,000
Accounts receivable 2,333,000 4,609,000
Program costs, net 5,288,000 5,073,000
Prepaid royalty, net 2,087,000 2,424,000
Current and deferred income taxes 75,000 373,000
Property and equipment, net 10,009,000 11,058,000
Goodwill and other assets, net 1,458,000 1,388,000
--------------- ---------------
TOTAL ASSETS $ 85,368,000 $ 83,397,000
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable $ 5,506,000 $ 6,143,000
Accrued participations and residuals 1,472,000 2,211,000
Production advances and deferred revenue 496,000 2,075,000
--------------- ---------------
Total liabilities 7,474,000 10,429,000
Commitments and contingencies
Minority interest 498,000 759,000
Stockholders' equity:
Class A common stock, $.0l par value,
2,000,000 shares authorized,
910,000 shares issued 9,000 9,000
Common stock, $.01 par value,
20,000,000 shares authorized,
9,284,000 shares issued at June 30, 2001 and
9,282,000 shares issued at June 30, 2000 93,000 93,000
Treasury stock, at cost, 1,000 shares at June 30, 2000 -- (23,000)
Additional paid-in capital 30,078,000 30,060,000
Retained earnings 47,216,000 42,070,000
--------------- ---------------
Total stockholders' equity 77,396,000 72,209,000
--------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 85,368,000 $ 83,397,000
=============== ===============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
22
DICK CLARK PRODUCTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
YEAR ENDED JUNE 30,
2001 2000 1999
--------------- --------------- ----------
Revenue $ 70,772,000 $ 92,243,000 $ 72,334,000
Costs related to revenue 60,524,000 73,524,000 60,690,000
--------------- --------------- ---------------
Gross profit 10,248,000 18,719,000 11,644,000
General and administrative expense 5,808,000 5,326,000 5,505,000
Impairment of long lived assets -- -- 4,092,000
--------------- --------------- ---------------
Operating income 4,440,000 13,393,000 2,047,000
Interest income (3,442,000) (2,727,000) (2,249,000)
Minority interest expense (income) 85,000 506,000 (10,000)
Other (income) expense (73,000) (430,000) 40,000
--------------- --------------- ---------------
Income before provision for income taxes 7,870,000 16,044,000 4,266,000
Provision for income taxes 2,715,000 5,535,000 1,514,000
--------------- --------------- ---------------
Income before cumulative effect of accounting change 5,155,000 10,509,000 2,752,000
Cumulative effect of accounting change, net of tax -- (111,000) --
--------------- --------------- ---------------
Net income $ 5,155,000 $ 10,398,000 $ 2,752,000
=============== =============== ===============
Per share data:
Basic earnings per share:
Before cumulative effect of accounting change $ 0.51 $ 1.03 $ 0.27
Cumulative effect of accounting change, net of tax -- (0.01) --
-------------- -------------- --------------
Net income $ 0.51 $ 1.02 $ 0.27
============== ============== ==============
Diluted earnings per share:
Before cumulative effect of accounting change $ 0.50 $ 1.02 $ 0.27
Cumulative effect of accounting change, net of tax -- (0.01) --
-------------- -------------- --------------
Net income $ 0.50 $ 1.01 $ 0.27
============== ============== ==============
Weighted average number of shares outstanding 10,192,000 10,188,000 10,179,000
============== =============== ===============
Weighted average number of shares and equivalents outstanding
10,335,000 10,346,000 10,311,000
=============== =============== ===============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
23
DICK CLARK PRODUCTIONS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
ADDITIONAL TOTAL
CLASS A PAID-IN RETAINED STOCKHOLDERS'
COMMON STOCK COMMON STOCK TREASURY STOCK CAPITAL EARNINGS EQUITY
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
Balance, June 30, 1998 787,000 $ 8,000 8,021,000 $ 80,000 -- -- $ 13,831,000 $ 45,034,000 $ 58,953,000
Net income -- -- -- -- -- -- -- 2,752,000 2,752,000
Exercise of stock options -- -- 11,000 -- -- -- 109,000 -- 109,000
Stock dividend 40,000 -- 401,000 4,000 -- -- 4,843,000 (4,850,000) (3,000)
--------- --------- ---------- --------- ------- --------- ------------- ------------- -------------
Balance, June 30, 1999 827,000 8,000 8,433,000 84,000 -- -- 18,783,000 42,936,000 61,811,000
Net income -- -- -- -- -- -- -- 10,398,000 10,398,000
Treasury stock purchased -- -- -- -- 1,000 (23,000) 23,000 -- --
Exercise of stock options -- -- 6,000 -- -- -- -- -- --
Stock dividend 83,000 1,000 843,000 9,000 -- -- 11,254,000 (11,264,000) --
--------- --------- ---------- --------- ------- --------- ------------- ------------- -------------
Balance, June 30, 2000 910,000 9,000 9,282,000 93,000 1,000 (23,000) 30,060,000 42,070,000 72,209,000
Net income -- -- -- -- -- -- -- 5,155,000 5,155,000
Treasury stock sold -- -- -- -- (1,000) 23,000 -- -- 23,000
Exercise of stock options -- -- 2,000 -- -- -- 18,000 (9,000) 9,000
--------- --------- ---------- --------- ------- --------- ------------- ------------- -------------
Balance, June 30, 2001 910,000 $ 9,000 9,284,000 $ 93,000 -- -- $ 30,078,000 $ 47,216,000 $ 77,396,000
========= ========= ========= ========= ======= ========= ============= ============= =============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
24
DICK CLARK PRODUCTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
YEAR ENDED JUNE 30,
2001 2000 1999
--------------- --------------- ----------
Cash flows from operating activities:
Net income $ 5,155,000 $ 10,398,000 $ 2,752,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization expense 39,606,000 47,128,000 38,551,000
Impairment of long lived assets -- -- 4,092,000
Depreciation expense 1,476,000 1,500,000 1,979,000
Investment in program costs (39,821,000) (46,331,000) (37,014,000)
Minority interest, net (261,000) 107,000 (77,000)
Changes in assets and liabilities:
Accounts receivable 2,276,000 (69,000) 2,133,000
Current and deferred income taxes 298,000 (689,000) (1,254,000)
Other assets 267,000 (835,000) (130,000)
Accounts payable (637,000) 1,774,000 (2,496,000)
Accrued participations and residuals (739,000) 662,000 (1,166,000)
Production advances and deferred revenue (1,579,000) 1,380,000 (1,166,000)
----------- --------- -----------
Net cash provided by operating activities 6,041,000 15,025,000 6,204,000
Cash flows from investing activities:
Purchases of marketable securities (35,559,000) (36,206,000) (28,374,000)
Maturities of marketable securities held to maturity 29,645,000 22,107,000 21,511,000
Purchases of property and equipment (427,000) (2,960,000) (871,000)
Disposals of property and equipment -- 1,309,000 352,000
--------------- --------------- ---------------
Net cash used for investing activities (6,341,000) (15,750,000) (7,382,000)
Cash flows from financing activities:
Exercise of stock options 32,000 -- 109,000
--------------- --------------- ---------------
Net cash provided by financing activities 32,000 -- 109,000
Net decrease in cash and cash equivalents (268,000) (725,000) (1,069,000)
Cash and cash equivalents, beginning of the year 5,298,000 6,023,000 7,092,000
--------------- --------------- ---------------
Cash and cash equivalents, end of the year $ 5,030,000 $ 5,298,000 $ 6,023,000
=============== =============== ===============
Supplemental disclosures of cash flow information:
Cash paid during the year for income taxes $ 2,487,000 $ 6,187,000 $ 2,900,000
=============== =============== ===============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
25
DICK CLARK PRODUCTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. DESCRIPTION OF BUSINESS AND BASIS OF FINANCIAL STATEMENT PRESENTATION
The consolidated financial statements include the accounts of dick
clark productions, inc., its wholly-owned subsidiaries and majority-owned joint
ventures, collectively referred to as the "Company". All significant
inter-company balances and transactions have been eliminated in consolidation.
The Company is a corporation, incorporated in the state of Delaware in the
United States.
Established in 1957, the Company predominantly develops and produces a
wide range of television programming for television networks, first-run domestic
syndicators (which provide programming for independent and network affiliated
stations), cable networks and advertisers. Since 1990, the Company has also
operated entertainment-themed restaurants known as Dick Clark's American
Bandstand Grill(R) in eight locations, in six states, including Illinois,
Michigan, Missouri, Ohio, Pennsylvania, and Texas. Additionally, the Company,
through its restaurant subsidiary, licenses the restaurant concept, and
currently has three licensed units operating.
The common stock of the Company is entitled to one vote per share on
all of the matters submitted to a vote of stockholders, and the Class A common
stock of the Company is entitled to 10 votes per share. Holders of Class A
common stock are entitled to a dividend equal to 85% of any declared cash
dividends on the shares of common stock. On liquidation of the Company, holders
of the common stock are entitled to receive $2.00 per share before any payment
is made to the holders of Class A common stock, and thereafter the holders of
Class A common stock are entitled to share ratably with the holders of common
stock in the net assets available for distribution.
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenue and
expenses during the reported period. Actual results could differ from those
estimates.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
REVENUE
Revenue from television program licensing agreements is recognized when
each program becomes contractually available for broadcast and delivery. Revenue
earned currently which is to be received in future periods is discounted to
present value using the effective interest method. Depending on the type of
contract, revenue for corporate productions and communications projects is
recognized when services are completed for a live event or when a tape or film
is delivered to a customer or when services are completed pursuant to a phase of
a contract which provides for periodic payment. Revenue from restaurant
operations is recognized upon provision of goods and services to customers. The
Company also licenses the restaurant concept. Up-front franchise fees from
licenses are recognized when the Company has substantially performed all of its
obligations under the agreement, usually at the time that the agreements are
entered into. Additional license royalties are recognized as reported to the
Company by the licensees.
Revenue by significant customer as a percentage of total revenue is as
follows for the year ended June 30:
2001 2000 1999
---- ---- ----
ABC 27% 15% 18%
Fox 19% 22% 12%
NBC 9% 6% 5%
The Company produces television programming in relation to several
awards shows subject to long-term license agreements, three of which expire in
2005 and one in 2011. While the existence of each long-term agreement
26
DICK CLARK PRODUCTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
enhances the future financial performance of the Company, the non-renewal of
certain such agreements at their respective expiration dates could have a
material adverse impact on the Company's financial performance.
PROGRAM COSTS
Program costs, which include acquired rights, indirect production
costs (production overhead), residuals and third-party participations, are
charged to operations on an individual program basis in the ratio that the
current year's revenue for each program bears to management's estimate of total
ultimate revenue for the current and future years for that program from all
sources. This method of accounting is commonly referred to as the individual
film forecast method.
Upon distribution of acquired film rights, the Company uses the
individual film forecast method set forth in The American Institute of Certified
Public Accountants ("AICPA") Statement of Position ("SOP") 00-2, "Accounting by
Producers or Distributors of Film" to amortize these program costs, together
with the participants' share and residuals costs, based upon the ratio of
revenue earned in the current period to the Company's estimate of total revenue
to be realized. Management periodically reviews its estimates on a
program-by-program basis and, when unamortized costs exceed net realizable value
for a program, that program's unamortized costs are written down to net
realizable value. When estimates of total revenue indicate that a program will
result in an ultimate loss, the entire loss is recognized.
The Company periodically reviews the status of projects in development.
If, in the opinion of the Company's management, any such projects are not
planned for production, the costs and any reimbursements and earned advances
related thereto are charged to the appropriate profit and loss accounts.
Substantially all production and distribution costs are amortized in the initial
year of availability, except with respect to successful television series and
television movies which have the capacity for significant future revenue.
INCOME TAXES
Income taxes are accounted for in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes",
which requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of events that have been included in financial
statements or tax returns. Under this method, deferred tax liabilities and
assets are determined based on the difference between the financial statement
and tax bases of assets and liabilities using enacted tax rates in effect for
the year in which the differences are expected to reverse.
COMPREHENSIVE INCOME
In June 1997, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 130, "Reporting Comprehensive Income", which took effect in 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. The Company does not have any components of
comprehensive income other than net income.
EARNINGS PER SHARE
The Company computes earnings per share in accordance with SFAS No.
128, "Earnings Per Share". Basic earnings per share are computed by dividing net
income by the weighted average number of shares of stock outstanding during the
year. Diluted earnings per share are determined by applying the treasury stock
method to compute dilution for common stock equivalents.
27
DICK CLARK PRODUCTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
On April 25, 2000, the Company declared a 10% stock dividend of common
stock and Class A common stock to holders of record as of the close of business
on May 25, 2000. The Company previously paid a 5% stock dividend of common stock
and Class A common stock to holders of record as of the close of business on May
21, 1999. Accordingly, share data have been retroactively adjusted to include
the effect of the stock dividends.
CASH AND CASH EQUIVALENTS
Cash equivalents consist of investments in interest bearing instruments
issued by banks and other financial institutions with original maturities of 90
days or less. Such investments are stated at cost, which approximates market
value.
ACCOUNTS RECEIVABLE
Accounts receivable represent unsecured balances due from the Company's
various customers and the Company is at risk to the extent such amounts become
uncollectible. The Company performs credit evaluations of each of its customers
and maintains allowances for potential credit losses, if deemed necessary. There
was no allowance for doubtful accounts as of June 30, 2001 and 2000.
MARKETABLE SECURITIES
Marketable securities consist primarily of investments in United States
Treasury Bills and Treasury Notes. The Company classifies its investments in
marketable securities as "held-to-maturity ", and carries the investments at
amortized cost in accordance with SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." This statement requires investments
in debt and equity securities, other than debt securities classified as
"held-to-maturity", to be reported at fair value. The cost of these investments
as of June 30, 2001 and 2000 was $59,088,000 and $53,174,000, respectively, and
the market value as of June 30, 2001 and 2000 was $59,313,000 and $52,353,000,
respectively. As of June 30, 2001, the recorded costs of marketable securities
maturing in fiscal 2002, 2003, 2004, and 2005 thereafter were $20,210,000,
$14,514,000, $17,112,000 and $7,252,000 respectively.
PROPERTY AND EQUIPMENT
Property and equipment is stated at historical cost. Depreciation and
amortization of property and equipment is included in general and administrative
expense and computed under the straight-line method over the expected useful
lives of applicable assets. Useful lives range from 3 to 30 years for buildings
and leasehold improvements and 5 to 7 years for furniture, fixtures and other
equipment. Leasehold improvements are amortized over the shorter of the
estimated useful lives of the assets or the terms of the related leases. When
property is sold or otherwise disposed of, the cost and related accumulated
depreciation is removed from the accounts, and any resulting gain or loss is
included in income. The costs of normal maintenance, repairs and minor
replacements are charged to expense when incurred.
28
DICK CLARK PRODUCTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
Property and equipment is summarized as follows as of June 30:
2001 2000
--------------- ---------------
Land $ 1,322,000 $ 1,322,000
Buildings 3,386,000 3,363,000
Leasehold improvements 6,841,000 6,914,000
Furniture and fixtures 7,085,000 7,555,000
Production and other equipment 2,918,000 3,433,000
--------------- ---------------
21,552,000 22,587,000
Less: accumulated depreciation and amortization (11,543,000) (11,529,000)
--------------- ---------------
Property and equipment, net $ 10,009,000 $ 11,058,000
=============== ===============
GOODWILL AND OTHER ASSETS
Goodwill of $1,044,000 resulting from the Company's acquisition of
Harmon Entertainment Restaurants (see Note 4) in fiscal 1990 is being amortized
on a straight-line basis over 20 years. In the first quarter of the fiscal year
ending June 30, 2000, the Company adopted SOP 98-5, "Reporting on the Costs of
Start-Up Activities". This SOP requires that all non-governmental entities
expense costs of start-up activities (pre-opening, pre-operating and
organizational costs) as those costs are incurred and required the write-off of
any unamortized balances upon implementation. The financial impact of SOP 98-5
was recorded in the first quarter of fiscal year 2000 as a cumulative effect of
an accounting change of $111,000, net of a tax benefit of $60,000. Liquor
license costs of $209,000 and $199,000, which are included in other assets as of
June 30, 2001 and 2000, respectively, are not being amortized. Accumulated
amortization of goodwill and other assets at June 30, 2001 and 2000 was
$3,273,000 and $3,221,000, respectively. Amortization expense related to
goodwill was $52,000 per year during the years ending June 30, 2001, 2000 and
1999.
LONG LIVED ASSETS
The Company has adopted SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of." This statement
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles, and goodwill related to those assets to be
held and used for long-lived assets. 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. As
a result of declining operating results in three of the restaurant units during
the fourth quarter of fiscal 1999, the Company recorded an impairment charge of
$4,092,000.
UNCLASSIFIED BALANCE SHEET
In accordance with the provisions of SOP 00-2, the Company has elected
to present an unclassified balance sheet.
JOINT VENTURES
The Company has a controlling interest in several joint venture
arrangements in which the Company's share of profits and losses exceed 50%. As a
result, the assets, liabilities, revenues and expenses of such joint ventures
are included in the consolidated balance sheets and statements of operations of
the Company with the amounts due to others shown as minority interest. The
Company has a 25% minority interest in Access Records, LLC. This interest is
accounted for using the equity method.
29
DICK CLARK PRODUCTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
RECLASSIFICATIONS
The consolidated financial statements of prior years reflect certain
reclassifications to conform with classifications adopted in the current year
NEW ACCOUNTING PRONOUNCEMENTS
In June 2000, the FASB issued SFAS No. 139, which, effective for
financial statements for fiscal years beginning after December 15, 2000,
rescinds FASB No. 53. The companies that were previously subject to the
requirements of SFAS No. 53 are now required to follow the guidance in the AICPA
issued SOP 00-2, "Accounting by Producers or Distributors of Films," issued June
2000. The primary changes from the guidance of SFAS No. 53 relate to the
accounting for advertising and marketing costs in accordance with SOP 93-7,
"Reporting on Advertising Costs," limitations on certain ultimate revenues that
companies can use in their individual film forecast method, and more specific
guidance related to projects in development. The Company adopted SOP 00-2 during
the first quarter of the fiscal year ending June 30, 2001. The impact of such
adoption was not material to the financial results of the Company.
In June 2001, the FASB issued SFAS No. 141, "Business Combinations."
This statement has eliminated the flexibility to account for some mergers and
acquisitions as pooling of interests, and effective as of July 1, 2001, all
business combinations are to be accounted for using the purchase method. The
Company will adopt SFAS No. 141 as of July 1, 2001, and the impact of such
adoption is not anticipated to have a material impact on the company's financial
statements.
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets." Under this statement goodwill and intangible assets with
indefinite lives are no longer subject to amortization, but rather an annual
assessment of impairment by applying a fair-value-based test. The Company will
implement SFAS No. 142 on July 1, 2002. The impact of such adoption has not been
determined.
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations". This statement addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. The purpose of this statement
is to develop consistent accounting of asset retirement obligations and related
costs in the financial statements and provide more information about future cash
outflows, leverage and liquidity regarding retirement obligations and the gross
investment in long-lived assets. This statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002. The Company
will implement SFAS No. 143 on July 1, 2002. The impact of such adoption has not
been determined.
3. PROGRAM COSTS
The Company is engaged, as one of its principal activities, in the
development and production of a wide range of television and corporate
programming.
Management's estimate of forecasted revenue related to released
programs exceeds the unamortized costs on an individual program basis. Such
forecasted revenue is subject to revision in future periods if warranted by
changing conditions such as market appeal and availability of new markets. The
Company currently anticipates that all of such revenue and related amortization
will be recognized under the individual film forecast method where programs are
available for broadcast in certain secondary markets in years ranging from 2002
through 2011. While management can forecast ultimate revenue based on experience
and current market conditions, specific annual amortization charges to
operations are not predictable because revenue recognition is dependent upon
various external factors including expiration of network license agreements and
availability for broadcasting in certain secondary markets.
Program costs associated with corporate production and communication
are amortized as projects, or identifiable elements pursuant to a contract, are
delivered.
30
DICK CLARK PRODUCTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
The Company capitalized $5,790,000, $4,362,000 and $4,777,000 of
production overhead, consisting of allocable costs of individuals or departments
with exclusive or significant responsibility for the production of films during
the years ended June 30, 2001, 2000 and 1999, respectively.
Based on management's estimates of gross revenue as of June 30, 2001,
approximately 82% of the $5,118,000 of unamortized program costs applicable to
released programs will be amortized during the three fiscal years ending June
30, 2004. During the fiscal year ending June 30, 2002, management expects that
approximately $900,000 of the $5,118,000 of unamortized program costs will be
amortized.
Accrued participation expense included in the balance sheet caption
"Accrued residuals and participations" amounted to $768,000 at June 30, 2001.
Management expects to pay substantially all of the accrued participation expense
during the fiscal year ending June 30, 2002.
Capitalized program costs consist of the following as of June 30:
2001 2000
--------------- ---------------
Released, since inception:
Television programs $ 334,646,000 $ 295,580,000
Communications projects 65,013,000 63,266,000
Movies for television 25,855,000 25,818,000
--------------- ---------------
425,514,000 384,664,000
Less: accumulated amortization (420,931,000) (381,325,000)
--------------- ---------------
4,583,000 3,339,000
--------------- ---------------
In process:
Television programs -- 939,000
Communications projects 311,000 153,000
--------------- ---------------
311,000 1,092,000
--------------- ---------------
Project development costs:
Television programs 311,000 483,000
Communications projects 83,000 157,000
Movies for television -- 2,000
--------------- --------------
394,000 642,000
--------------- ---------------
Program costs, net $ 5,288,000 $ 5,073,000
=============== ===============
31
DICK CLARK PRODUCTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
4. PREPAID ROYALTY
Under a redemption and settlement agreement dated June 14, 1990 (the
"Redemption Agreement"), between the Company and Harmon Entertainment
Corporation ("Harmon"), a previous co-venturer with the Company in its
restaurant business, the Company had an obligation to pay Harmon a royalty of up
to $10,000,000 at a rate of 1.5% of all restaurant revenue of which $1,000,000
was advanced to Harmon at the time the Redemption Agreement was signed. This
agreement was modified on December 31, 1994, and the Company paid Harmon
$3,128,000 as a pre-payment of the remaining portion of this obligation. The
Company is amortizing the prepaid royalty of $3,128,000 at the rate of 1.5% of
total gross restaurant revenue from owned and licensed restaurants. Accumulated
amortization of the royalty at June 30, 2001 and 2000 was $1,041,000 and
$704,000, respectively.
5. INCOME TAXES
The provision for income taxes consists of the following for the year ended June 30:
2001 2000 1999
--------------- --------------- ---------------
Current:
Federal $ 2,098,000 $ 4,966,000 $ 2,229,000
State 283,000 512,000 257,000
Foreign 172,000 195,000 190,000
--------------- --------------- ---------------
2,553,000 5,673,000 2,676,000
--------------- --------------- ---------------
Deferred:
Federal 156,000 (130,000) (1,057,000)
State 6,000 (8,000) (105,000)
--------------- --------------- ---------------
162,000 (138,000) (1,162,000)
--------------- --------------- ---------------
$ 2,715,000 $ 5,535,000 $ 1,514,000
=============== =============== ===============
A reconciliation of the difference between the statutory federal tax
rate and the Company's effective tax rate is as follows for the year ended June 30:
2001 2000 1999
------- ------- ------
Statutory federal rate 34% 34% 34%
State taxes, net of federal income tax benefit 1% 1% 2%
------- ------- -------
35% 35% 36%
======= ====== =======
32
DICK CLARK PRODUCTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
The components of current and deferred income taxes are as follows as
of June 30:
2001 2000
--------------- ----------------
Deferred tax assets:
Accrued participations and residuals $ 715,000 $ 628,000
Pre-opening costs 256,000 239,000
Depreciation 512,000 846,000
Bonus accrual 149,000 228,000
Other 80,000 60,000
--------------- ---------------
1,712,000 2,001,000
--------------- ---------------
Deferred tax liabilities:
Program costs (240,000) (232,000)
Prepaid royalty (720,000) (837,000)
Tax deductible goodwill (161,000) (179,000)
---------------- ---------------
(1,121,000) (1,248,000)
--------------- ---------------
Net deferred tax asset 591,000 753,000
Current taxes payable (516,000) (380,000)
--------------- ---------------
Total current and deferred tax asset $ 75,000 $ 373,000
================ ===============
6. RELATED PARTY TRANSACTIONS
The Company is a tenant under a triple net lease (the "Burbank Lease")
with Olive Enterprises, Inc. ("Olive"), a company owned by the Company's
principal stockholder, covering the premises occupied by the Company in Burbank,
California (see Note 7 for a summary of the terms of the Burbank Lease). The
Company subleases a portion of the space covered by the Burbank Lease to Olive
and to unrelated third parties on a month-to-month basis. In fiscal 2001, 2000
and 1999 the sublease income paid by Olive was $12,000 per year. The Company
believes that the terms of the Burbank Lease and sublease to Olive are no less
favorable to the Company than could have been obtained from unaffiliated third
parties on an arms-length basis. No significant leasehold improvements were made
in fiscal 2001 or 2000. The Company also paid Olive $169,000, $155,000 and
$154,000 for storage services during fiscal 2001, 2000 and 1999, respectively;
the fees for the services were no less favorable than could have been obtained
by an unaffiliated third party on an arms-length basis.
The Company provided management and other services to Olive and other
companies owned by the Company's principal stockholder for which the Company
received $242,000, $200,000 and $191,000 for fiscal 2001, 2000 and 1999,
respectively. Management believes that the fees received for these services are
no less than it would have received from an unaffiliated third party on an
arms-length basis.
The Company retained the services of Mr. Dick Clark, the Company's
majority stockholder, as host for certain of its television programs and other
talent services during fiscal 2001, 2000 and 1999 for which the Company paid him
fees of $1,207,000, $762,000 and $730,000, respectively. These fees increased in
fiscal 2001 as compared to fiscal 2000 primarily as a result of an increase in
television specials he was contracted to host and appear on. Management believes
that the fees paid by the Company are no more than it would have paid to an
unaffiliated third party on an arms-length basis.
33
DICK CLARK PRODUCTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
7. COMMITMENTS AND CONTINGENCIES
The Company has entered into employment agreements with certain key
employees requiring payment of annual compensation of $3,071,000, $2,353,000,
$1,628,000, $1,578,000, and $1,578,000 for the years ending June 30, 2002
through 2006, respectively. Several agreements also provide for the payment by
the Company of certain profit participations based upon the profits from
specific programs, and/or individual subsidiaries or the Company as a
consolidated entity, as provided in the applicable employment agreements.
Several agreements have renewal options of up to two additional years.
In December 2000 the Company entered into an agreement with Lincoln
Restaurant Group in order to outsource restaurant management functions.
Remaining payments for the initial period under this agreement, which expires in
November 2001, are $423,000.
The Company renegotiated its Burbank Lease with Olive extending the
lease term from December 31, 2000 to December 31, 2005. The Burbank Lease
expense for the years ended June 30, 2001, 2000 and 1999 was $671,000, $649,000
and $638,000, respectively. The Burbank Lease provides for rent increases on
January 1, 2003 and January 1, 2005 based on increases in the Consumer Price
Index after December 2000. The Company has entered into lease agreements with
respect to restaurants that terminate at varying dates through December 31,
2012.
Total lease expense for the Company for the years ended June 30, 2001,
2000 and 1999 was $2,011,000, $1,824,000 and $1,570,000, respectively. The
various operating leases to which the Company is presently subject require
minimum lease payments as follows for the years ended June 30:
2002 $ 1,750,000
2003 1,772,000
2004 1,729,000
2005 1,674,000
2006 1,050,000
Thereafter 3,388,000
8. STOCK OPTIONS
Prior to 1996, the Company granted stock options under the 1987
Employee Stock Option Plan of dick clark productions, inc., which plan expired
in 1997. In August 1996, the Company's Board of Directors approved a new
employee stock option plan ("the 1996 plan"). The 1996 plan was ratified by the
stockholders in November 1996. The 1996 plan provides for issuance of up to
1,000,000 shares of the Company's common stock. Options granted under the plan
may be either incentive stock options or non-qualified stock options, with a
maximum limit of 250,000 shares to any employee during any calendar year. The
exercise price of the incentive and non-qualified stock options must be equal to
at least 100 percent of the fair market value of the underlying shares as of the
date of grant. During fiscal years 2001, 2000, and 1999, respectively, 20,000,
35,000, and 37,000 incentive stock options were granted to certain employees of
the Company to purchase shares at prices ranging from $9.00 to $14.50.
As of June 30, 2001, 240,854 of all stock options granted, vested and
outstanding are exercisable at prices ranging from $3.20 to $13.92. As of June
30, 2000 and 1999, 227,217 options and 194,869 options, respectively, were
exercisable. In fiscal year 2002, 27,967 additional options will become
exercisable in fiscal year 2002. During fiscal 2001, 2000 and 1999, 3,639, 5,513
and 10,500 options, respectively, were exercised. These were no equity
instruments other than options granted during 2001.
The Company applies APB Opinion 25 and related interpretations in
accounting for its stock-based compensation plans. Accordingly, compensation
expense recognized was different than what would have otherwise been recognized
under the fair value based method defined in SFAS No. 123, "Accounting for
Stock-Based Compensation." Had compensation cost for the Company's stock-based
compensation plans been determined based
34
DICK CLARK PRODUCTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
on the fair value at the grant dates for awards under those plans consistent
with the method of SFAS No. 123, the Company's net income and net income per
share would have been reduced to the pro forma amounts indicated as follows for
the years ended June 30:
2001 2000 1999
--------------- --------------- -----------------
Net income
As reported $ 5,155,000 $ 10,398,000 $ 2,752,000
Pro forma 5,041,000 10,371,000 2,730,000
Earnings per share
As reported
Basic $ 0.51 $ 1.02 $ 0.27
Diluted 0.50 1.01 0.27
Pro forma
Basic $ 0.49 $ 1.02 $ 0.27
Diluted 0.49 1.00 0.26
The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 2001, 2000 and 1999: expected volatility of 46
percent, 44 percent and 42 to 47 percent, respectively; assumed risk-free
interest rates of 5.8 percent, 7.0 percent and 4.9 to 5.1 percent, respectively;
expected lives of 5 years; and a dividend yield of zero percent. For each year
the weighted-average fair value of options granted during 2001 was $4.36.
35
DICK CLARK PRODUCTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
A summary of the status of the Company's stock option plans as of June
30, 2001, 2000 and 1999, and changes during the years ending on those dates is
presented below:
OPTIONS PRICE RANGE WEIGHTED OPTIONS AVAILABLE
(PER SHARE) AVERAGE PRICE OUTSTANDING FOR GRANT
Balance at June 30, 1998 $ 3.69 - 13.33 $ 4.58 202,388 668,612
Granted 10.00 - 14.50 12.96 37,000 (37,000)
Exercised 9.05 - 10.48 10.33 (10,500) --
Canceled 13.33 - 14.50 13.71 (3,100) --
Stock dividend 3.51 - 12.86 5.30 11,291 (11,291)
-------------------- ----------------- ------------ ------------
Balance at June 30, 1999 3.51 - 12.86 5.29 237,079 620,321
Granted 13.92 - 14.00 13.97 35,000 (35,000)
Exercised 4.08 - 4.08 4.08 (5,513) --
Canceled 9.52 - 9.52 9.52 (6,300) --
Stock dividend 3.20 - 13.92 6.01 24,027 (24,027)
-------------------- ----------------- ------------ ------------
Balance at June 30, 2000 3.20 - 13.92 5.92 284,293 561,295
Granted 9.00 - 9.00 9.00 20,000 (20,000)
Exercised 8.56 - 8.56 8.56 (3,639) --
-------------------- ----------------- ------------ ------------
Balance at June 30, 2001 $ 3.20 - 13.92 $ 6.01 300,654 541,295
==================== ================= ============ ============
The following table summarizes information about stock options
outstanding at June 30, 2001:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------- -------------------
WEIGHTED AVERAGE
RANGE OF NUMBER REMAINING WEIGHTED AVERAGE NUMBER WEIGHTED AVERAGE
EXERCISE PRICE OUTSTANDING CONTRACTUAL LIFE EXERCISE PRICE EXERCISABLE EXERCISE PRICE
--------------- ----------- ---------------- -------------- ------------- --------------
$ 3.20 - 3.20 200,650 1.17 $ 3.20 200,650 $ 3.20
9.00 - 11.69 63,504 4.16 10.72 31,954 11.44
12.73 - 13.92 36,500 3.69 13.27 8,250 13.92
-------------- ----------- ---- ------------- ------------- --------------
$ 3.20 - 13.92 300,654 2.11 $ 6.01 240,854 $ 4.66
=============== =========== ==== ============= ============= ==============
9. BUSINESS SEGMENT INFORMATION
The Company applies the disclosure provisions of SFAS No. 131,
"Disclosure About Segments of an Enterprise and Related 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. Identifiable assets are those assets used in the
operations of the segments.
36
Summarized financial information concerning the Company's reportable
segments is shown in the following table:
DICK CLARK PRODUCTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
BUSINESS SEGMENTS
-----------------
ENTERTAINMENT RESTAURANT TOTAL
------------- ---------- -----
2001
Revenue $ 52,105,000 $ 18,667,000 $ 70,772,000
Gross profit (loss) 11,343,000 (1,095,000) 10,248,000
Operating income (loss) 7,854,000 (3,414,000) 4,440,000
Interest income (3,388,000) (54,000) (3,442,000)
Other (income) expense 22,000 (95,000) (73,000)
Identifiable assets 72,248,000 13,120,000 85,368,000
Depreciation and amortization 188,000 1,746,000 1,934,000
Capital expenditures 206,000 221,000 427,000
2000
Revenue $ 72,173,000 $ 20,070,000 $ 92,243,000
Gross profit (loss) 20,130,000 (1,411,000) 18,719,000
Operating income (loss) 17,337,000 (3,944,000) 13,393,000
Interest (income) (2,697,000) (30,000) (2,727,000)
Other (income) expense (3,000) (427,000) (430,000)
Identifiable assets 67,585,000 15,812,000 83,397,000
Depreciation and amortization 233,000 2,292,000 2,525,000
Capital expenditures 108,000 2,852,000 2,960,000
1999
Revenue $ 51,324,000 $ 21,010,000 $ 72,334,000
Gross profit (loss) 11,963,000 (319,000) 11,644,000
Impairment of long lived assets -- 4,092,000 4,092,000
Operating income (loss) 8,976,000 (6,929,000) 2,047,000
Interest (income) (2,179,000) (70,000) (2,249,000)
Other (income) expense 101,000 (61,000) 40,000
Identifiable assets 53,926,000 15,992,000 69,918,000
Depreciation and amortization 249,000 2,371,000 2,620,000
Capital expenditures 455,000 416,000 871,000
37
DICK CLARK PRODUCTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
Revenue by significant customer as a percentage of total entertainment
revenue is as follows for the year ended June 30:
2001 2000 1999
---- ---- ----
ABC 37% 19% 25%
Fox 26% 28% 17%
NBC 12% 8% 7%
There were no customers in the restaurant segment with revenue in
excess of ten percent of total restaurant revenue.
10. RESULTS OF OPERATIONS BY QUARTER (UNAUDITED)
The following table shows the Company's results of its operations by
quarter.
DILUTED
OPERATING BASIC EARNINGS/
GROSS INCOME NET INCOME EARNINGS/(LOSS) (LOSS) PER
REVENUE PROFIT (LOSS) (LOSS) PER SHARE (1) SHARE (1)
------------- ------------ ------------- ------------ ------------ -----------
1st Quarter
(ending September 30)
2000 $ 10,449,000 $ 823,000 $ (592,000) $ 170,000 $ .02 $ .02
1999 10,585,000 1,054,000 (113,000) 360,000 .04 .03
2nd Quarter
(ending December 31)
2000 $ 16,518,000 $ 151,000 $ (1,307,000) $ (338,000) $ (.03) $ (.03)
1999 22,646,000 2,288,000 1,109,000 998,000 .10 .10
3rd Quarter
(ending March 31)
2001 $ 22,251,000 $ 6,355,000 $ 4,724,000 $ 3,718,000 $ .36 $ .36
2000 31,507,000 9,784,000 8,356,000 5,774,000 .57 .56
4th Quarter
(ending June 30)
2001 $ 21,554,000 $ 2,919,000 $ 1,615,000 $ 1,605,000 $ .16 $ .16
2000 27,505,000 5,593,000 4,041,000 3,266,000 .32 .32
(1) The sum of the quarterly earnings per share may differ from the earnings per
share for the year due to the required method of computing dilution and the
weighted average number of shares.
38
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
ITEM 11. EXECUTIVE COMPENSATION.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by each of the items of Part III is omitted
from this Report. Pursuant to the General Instruction G(3) to Form 10-K, the
information is included in the Company's Proxy Statement for its 2001 Annual
Meeting of Stockholders held on November 8, 2001, and is incorporated herein by
reference. The Company filed such Proxy Statement with the Securities and
Exchange Commission not later than 120 days subsequent to June 30, 2001.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following represents a listing of all financial statements,
financial statement schedules exhibits filed as part of this Report.
(1) Financial Statements (see index to the consolidated financial
statements).
(2) Financial Statement Schedules (see index to the consolidated financial
statements).
(3) Exhibits
NUMBER DESCRIPTION OF DOCUMENT
2.1 Agreement and Plan of Merger, dated as of February 13, 2002,
by and among Capital Communications CDPQ Inc., DCPI Investco,
Inc., DCPI Mergerco, Inc., and the Company (incorporated by
reference to Exhibit 2.1 of the Current Report on Form 8-K
filed on February 15, 2002).
3.1 Certificate of Incorporation of the Registrant dated October
31, 1986 and Certificate of Correction dated November 3, 1986,
(incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement No. 33-9955 on Form S-1 (the
"Registration Statement").
3.2 By-Laws of the Registrant (incorporated by reference to
Exhibit 3.2 of the Registration Statement).
4.1 Form of Warrant issued to Allen & Company Incorporated and
L.F. Rothschild, Towbin, Inc. (incorporated by reference to
Exhibit 4.1 of the Registration Statement).
9.1 Agreement dated October 31, 1986, between Richard W. Clark and
Karen W. Clark with form of voting trust agreement attached
(incorporated by reference to Exhibit 9.1 of the Registration
Statement).
10.1 Lease dated November 1, 1986, between the Registrant and Olive
(incorporated by reference to Exhibit 10.5 of the Registration
Statement).
39
10.2 Shareholders' Agreement dated as of December 23, 1986, among
Richard W. Clark, Karen W. Clark and Francis C. La Maina
(incorporated by reference to Exhibit 10.14 of the
Registration Statement).
10.3 Lease Amendment No. 1 dated June 30, 1989, between Olive
Enterprises, Inc. and the Registrant amending Lease referred
to as Exhibit 10.5 (incorporated by reference to Registrant's
Annual Report on Form 10-K for 1989).
10.4 Employment Agreement dated as of July 1, 1997, between the
Registrant and Richard W. Clark (incorporated by reference to
Exhibit 10.9 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1997).
10.5 Employment Agreement dated as of July 1, 1997, between the
Registrant and Karen W. Clark (incorporated by reference to
Exhibit 10.10 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1997).
10.6 Joint Venture Agreement dated as of June 22, 1993, between
Reno Entertainment, Inc. and RLWH, Inc. (incorporated by
reference to Registrants Annual Report on Form 10-K for 1994).
10.7 Agreement dated December 31, 1994 to amend the Redemption
Agreement dated June 30, 1990 between Harmon Entertainment
Corporation, a New Jersey corporation, and dick clark
restaurants, inc. (incorporated by reference to Exhibit 10.19
to the Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1995).
10.8 Employment Agreement dated as of July 1, 1997, between the
Registrant and Francis C. La Maina (incorporated by reference
to Exhibit 10.13 to the Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 1997).
10.9 1996 Employee Stock Option.
10.10 Assignment dated March 31, 1998 between dick clark
productions, inc. and Olive Enterprises, Inc.
10.11 Employment Agreement dated as of September 1, 2000, between
the Registrant and William S. Simon (incorporated by reference
to Exhibit 10.11 of the Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 2001).
10.12 Lease Amendment No. 2 dated December 31, 2000, between Olive
Enterprises, Inc. and the Registrant amending Lease referred
to in Exhibit 10.1 and Exhibit 10.3 above (incorporated by
reference to Exhibit 10.12 of the Registrant's Annual Report
on Form 10-K for the fiscal year ended June 30, 2001).
21.1 List of subsidiaries and affiliates (incorporated by reference
to Exhibit 21.1 of the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 2001).
99.1 Voting Agreement, dated as of February 13, 2002, by and among
DCPI Investco, Inc., Richard W. Clark, Karen W. Clark, and
Olive Enterprises, Inc. (incorporated by reference to Exhibit
99.1 of the Current Report on Form 8-K filed on February 15,
2002).
(4) Reports on Form 8-K
Current Report on Form 8-K filed on February 15, 2002.
SIGNATURES
- ----------
Pursuant to the requirements of Section 13 or 15 (d) 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.
dick clark productions, inc.
By: /s/ William S. Simon
-------------------------------------
William S. Simon
Chief Financial Officer,
Vice President of Finance and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
May 21, 2002