1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended August 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For transition period from to
Commission file number: 1-9244
KING WORLD PRODUCTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2565808
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1700 Broadway
New York, New York 10019
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: 212-315-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
Common Stock, New York Stock Exchange
$.01 par value
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark whether the registrant (1) has filed
all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
2
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
or any amendment to this Form 10-K. [x]
The aggregate market value of the Common Stock of the
registrant held by non-affiliates as of November 1, 1996 was approximately $1.1
billion.
As of November 1, 1996, there were 37,344,545 outstanding
shares of the registrant's Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant's definitive proxy statement for its 1997
annual meeting of stockholders (which is to be filed pursuant to Regulation 14A
not later than December 29, 1996) is incorporated by reference into Part III of
this Form 10-K.
3
PART I
Item 1. BUSINESS
GENERAL
King World was founded in 1964 by the late Charles and Lucille
King to distribute or syndicate feature length films and television programs to
television stations. King World currently distributes programming to
approximately 400 television stations in over 200 of the 211 designated
television markets in the United States (as defined by A.C. Nielsen Co.
("Nielsen")) and in Canada and a number of other foreign countries directly and
through sales agents and subdistributors. Three of Mr. and Mrs. King's children,
namely Roger King, King World's Chairman of the Board, Michael King, King
World's President, Chief Executive Officer and Interim Chief Operating Officer,
and Diana King, a Vice President and the Secretary of King World, are actively
involved in the management of King World. In addition, one other child of King
World's founders, Richard King, serves as a director of the Company and another,
Robert King, is Senior Vice President for Strategic Planning/Acquisitions.
King World Productions, Inc., a Delaware corporation, was
incorporated in October 1984 and is the successor to a corporation incorporated
in 1964 under the laws of the State of New Jersey. King World's corporate
headquarters are located at 1700 Broadway, New York, New York 10019 ((212)
315-4000). Except as otherwise indicated or as implied by the context,
references to "King World" or the "Company" include King World Productions,
Inc., its consolidated subsidiaries and its predecessor corporation.
The Company operates in only one business segment: production
and distribution of television programming in the United States, Canada and a
number of other foreign countries, and related operations.
PROGRAMMING AND RELATED OPERATIONS
First-run Television Syndication
King World's revenues currently are derived primarily from the
first-run strip syndication of the television series The Oprah Winfrey Show,
Wheel of Fortune, Jeopardy! and Inside Edition. These series are four of the top
ten series in national syndication, as reported in the July 1996 Nielsen
Designated Market Area Ranking Report. Wheel of Fortune and Jeopardy! had the
two highest ratings among all syndicated television shows and The Oprah Winfrey
Show had the highest ratings among all national television talk shows. According
to Nielsen, Wheel of Fortune has had the highest ratings among shows in national
syndication for the last 51 consecutive sweeps periods, Jeopardy! has had the
4
second highest ratings among such shows for each of the last 44 consecutive
sweeps periods and The Oprah Winfrey Show has had the third highest ratings
among such shows for 31 of the last 39 sweeps periods. Based primarily on the
success of The Oprah Winfrey Show, Wheel of Fortune and Jeopardy!, King World's
revenues have grown from $80.6 million in fiscal 1985 to $663.4 million in
fiscal 1996 and its net income has increased from $9.8 million in fiscal 1985 to
$150.0 million in fiscal 1996. Revenues derived from The Oprah Winfrey Show,
Wheel of Fortune, Jeopardy! and Inside Edition (including revenues derived from
the sale of retained advertising time) accounted for approximately 83% of King
World's revenues for the fiscal year ended August 31, 1996.
At present, King World distributes television programming
primarily to network-owned-and-operated stations and net-work-affiliated
stations. First-run syndicated programming distributed by the Company competes
primarily with other first-run syndicated programming, network reruns and
programming produced by local television stations.
The United States television market is served primarily by
network-owned-and-operated stations, network-affiliated stations, independent
stations and cable operators. During hours commonly referred to as "prime-time"
(currently, with limited exceptions, 8 p.m. to 11 p.m. in the Eastern and
Pacific time zones and 7 p.m. to 10 p.m. in the Central and Mountain time
zones), stations owned and operated by the four major broadcast networks (the
ABC Television Network, the CBS Television Network, the NBC Television Network
and the Fox Broadcasting Company), and stations affiliated with those networks,
broadcast schedules consisting primarily of programming produced for initial
exhibition by the networks. In non-prime time, such stations broadcast network
programming, off-network programming (reruns), programming produced by the local
stations themselves or by independent producers and first-run syndicated
programming (programming produced for initial distribution on a syndicated
basis). Independent television stations, during both prime and non-prime time,
broadcast their own programming, off-network programming and first-run
syndicated programming; some of such stations are affiliated with the WB or the
United Paramount Network, each of which currently supplies its respective
affiliates with prime-time programming three evenings per week and with several
hours per week of non-prime-time programming. Some cable operators, in addition
to other services that they offer, telecast syndicated programming.
Nielsen divides the United States into 211 designated market
areas and approximately 29 additional special market areas that, on the basis of
size and the other Nielsen criteria, do not qualify as designated market areas.
The approximately 240
2
5
Nielsen designated and special market areas are referred to below as the
"Nielsen market areas".
In the 1983-1984 broadcast season, King World introduced a
syndicated version of Wheel of Fortune, which had premiered on daytime network
television in 1975. For both the 1995-1996 broadcast season and the current
broadcast season, Wheel of Fortune was licensed to television stations in 203
Nielsen market areas in the United States, covering approximately 99% of total
domestic television households.
For the 1984-1985 broadcast season, the Company introduced
Jeopardy!, a remake of the successful game show originally broadcast on network
television between 1964 and 1975. For the 1995-1996 broadcast season, Jeopardy!
was licensed to television stations in 196 Nielsen market areas in the United
States, covering approximately 98% of total domestic television households, and
for the current broadcast season has been licensed to television stations in 196
Nielsen market areas, covering approximately 99% of total domestic television
households.
For the 1986-1987 broadcast season, King World introduced into
national television syndication The Oprah Winfrey Show, a talk show hosted by
Oprah Winfrey which, until October 1988, was produced by WLS-TV, an ABC
owned-and-operated station. Commencing in October 1988, Harpo, Inc. ("Harpo"),
an entity controlled by Ms. Winfrey, assumed production of the series. For both
the 1995-1996 broadcast season and the current broadcast season, The Oprah
Winfrey Show was licensed to television stations in 207 Nielsen market areas in
the United States, covering more than 99% of total domestic television
households.
Inside Edition, a half-hour first-run syndicated newsmagazine
series hosted by Deborah Norville that is produced and distributed by King
World, premiered in January 1989. It is the first television series produced by
King World. Inside Edition is produced at the Company's production facility in
New York and has a correspondent bureau in Los Angeles to enhance the ability of
the program to provide nationwide coverage. For the 1995-1996 broadcast season,
Inside Edition was licensed to television stations in 162 Nielsen market areas,
covering approximately 93% of total domestic television households, and for the
current broadcast season, the series has been licensed to television stations in
122 Nielsen market areas, covering approximately 81% of total domestic
television households.
American Journal, a half-hour first-run syndicated
newsmagazine series that is also produced by King World in New York, premiered
in September 1993. American Journal is anchored by Nancy Glass, the Emmy
Award-winning former senior correspondent of Inside Edition. For the 1995-1996
broadcast season, American Journal was licensed to television stations in 125
3
6
Nielsen market areas, covering approximately 87% of total domestic television
households, and for the current broadcast season, the series has been licensed
to television stations in 118 Nielsen market areas, covering approximately 85%
of total domestic television households.
Rolonda, a daytime talk show that is also produced by King
World in New York, premiered in January 1994. It is hosted by Rolonda Watts, a
popular broadcast journalist. For the 1995-1996 broadcast season, Rolonda was
licensed to television stations in 86 Nielsen market areas, covering
approximately 73% of total domestic television households. For the current
broadcast season, Rolonda has been licensed to television stations in 95 Nielsen
market areas, covering approximately 75% of total domestic television
households.
Each of The Oprah Winfrey Show, Wheel of Fortune, Jeopardy!,
Inside Edition, and American Journal has been licensed to television stations
for exhibition in the current and in future broadcast seasons, commencing with
the 1997-1998 broadcast season and extending, in certain cases, as far into the
future as the 1999-2000 broadcast season. Revenues and related expenses under
such license agreements will not be recognized until the license periods
thereunder have begun and certain other conditions are satisfied. As of October
17, 1996, the gross amount of license fees under such agreements approximated
$1.4 billion, of which approximately $850 million is payable to producers and
others and is to be recognized as an expense. The recognition of such amounts in
the consolidated financial statements of the Company in fiscal years subsequent
to August 31, 1996 is subject to the satisfaction of several conditions,
including, with respect to amounts attributable to The Oprah Winfrey Show, the
commitment of the producer and Ms. Winfrey to continue to produce and host the
show after the 1997-1998 television season (which they are not contractually
obligated to do). Such amounts do not include sales of advertising time retained
during the broadcast of such program material or foreign license fees and do not
reflect the production costs to be incurred for programming produced by King
World.
There can be no assurance that any of these programs will be
licensed for additional years through renewal of existing licenses or issuance
of new licenses or, if so licensed, that the terms of the license agreements
will be as favorable to King World as those of the existing licenses. There can
be no assurance that the key personalities on such programs, such as Oprah
Winfrey, Pat Sajak, Vanna White and Alex Trebek, will continue to participate in
the production of their respective programs. If for any reason they do not do
so, there could be a material adverse effect on the Company's business.
4
7
Acquisition and Development of Properties for Distribution
King World's business is dependent on obtaining new television
programs and series for distribution. King World may acquire properties for
domestic, foreign or worldwide television distribution by entering into
distribution agreements with independent producers, by producing its own
programs, by co-producing programs in association with others, or by purchasing
distribution rights.
The terms under which the Company obtains the right to
distribute programming from independent producers vary in each instance. The
Company distributes The Oprah Winfrey Show pursuant to an agreement with Harpo,
the producer of the series. Under the terms of the agreement currently in
effect, the Company has been granted the exclusive right, and has agreed, to
distribute episodes of The Oprah Winfrey Show produced through the 1999-2000
broadcast season, subject to Harpo's and Ms. Winfrey's right to decline to
produce and host the series in any season after the 1995-1996 season. In October
1995, Harpo and Ms. Winfrey committed to produce and host the series through the
1997-1998 season. It is uncertain whether Harpo and Ms. Winfrey will elect to
produce and host the series for seasons beyond the 1997-1998 season. Their
failure to do so would have a material adverse effect on the Company's results
of operations.
The Company's agreement with Harpo establishes, among other
things, the production fees payable to Harpo through the 1996-1997 broadcast
season and commits the Company to guarantee payments to Harpo at levels which,
commencing with the 1995-1996 season, are substantially higher than those
previously in effect. In addition, in the 1997-1998 season and thereafter,
profit sharing arrangements between Harpo and the Company currently in effect
will terminate and the Company will instead receive distribution fees based on a
percentage of gross revenues derived from the series. After the 1999-2000
television season, Harpo will not be obligated to distribute the series through
the Company, if it elects to produce the series at all.
Under the terms of the agreement with Harpo, Ms. Winfrey is
subject until the 2000-2001 television season to certain restrictions on her
ability to appear in television shows with the same or similar format as The
Oprah Winfrey Show. In the event of certain corporate transactions constituting
a "change in control" of the Company under the amended agreement, Harpo has the
right to terminate such restrictions and, under certain circumstances, receive
additional consideration for continuing to produce the series.
The financial arrangements in the amended agreement with Harpo
are less favorable to the Company than those contained in prior agreements
between the Company and Harpo and, unless
5
8
offset by significant increases in license fees paid by television stations for
the series in forthcoming seasons, increased barter revenues from the series, or
both, the Company's net profits derived from The Oprah Winfrey Show will decline
in the coming years.
The Company's agreements with Columbia TriStar Television, the
producer of Wheel of Fortune and Jeopardy!, provide that King World will be the
exclusive distributor for each such series so long as the Company has obtained
sufficient broadcast commitments to cover the production and distribution costs
of that series and that the Company may not, unless otherwise agreed by Columbia
TriStar Television, distribute game shows for first-run strip syndication so
long as the Company is distributing Wheel of Fortune or Jeopardy!.
In acquiring new programming, King World has attempted, based
on research concerning television programs currently being broadcast, to
identify programs and series that King World believes will have broad-based
audience appeal and satisfy the programming needs of television stations for
particular time periods. Historically, the Company had relied on independent
producers for new programming. In recent years, however, in order to satisfy
what King World believes to be audience demands and station programming needs,
the Company has, for the most part, been developing and producing original
programming on its own or in cooperation with others.
The introduction of new television programs requires
substantial capital investment to fund programming development costs, the
production of pilot programs and the production, distribution and promotion of
the initial episodes of programming for syndication. The Company has funded and
intends to continue to fund such capital investments out of its internal cash
resources.
License and Distribution Fees
For certain first-run syndicated programs produced by
independent companies for distribution by King World, the Company earns
distribution fees that are based on a percentage of the license fees paid by
television stations for the right to broadcast the program and the amounts paid
by national advertisers for advertising time retained by the Company and sold in
connection with such program. The Company also recoups some or all of the
distribution expenses that it incurs in connection with the distribution of
these series, which consist principally of advertising, promotion, satellite and
tape costs and related expenses. Amounts remaining in excess of King World's
distribution fees and recouped expenses are remitted to the producers of such
series.
6
9
In other cases, the Company's fees for distributing first-run
syndicated programming produced by independent companies are based upon a
negotiated percentage of the profits derived from the exploitation of the
programming after recoupment of the production, advertising, promotion and other
distribution fees and expenses of the programming. In such cases, the Company
generally finances all or a substantial portion of the production costs and may
commit itself to advancing the producer and/or talent fixed minimum amounts as
advances against their participation fees, irrespective of the amount of license
fees and other revenues that may actually be generated by the programming. In
acquiring distribution rights for new programming from independent producers,
King World has generally tried to limit its risk by not making major commitments
to independent producers until it has obtained commitments from a substantial
number of television station licensees.
In recent years, the new shows introduced by the Company in
first-run syndication have been developed and produced by the Company itself. In
such cases, the Company hires a production team, leases production facilities,
engages talent, assumes all of the costs and expenses of developing, producing,
advertising, promoting and distributing the programming and, after any required
payments to the production team and talent, retains the net profits derived from
the exploitation of the programming.
License fees payable by stations for the rights to broadcast
television programs are payable in the form of cash, retained advertising time
or both. A television station that enters into a license agreement for a
particular program becomes obligated to pay the contracted license fee (which
will often depend on the time period in which the program is aired by that
station) and provide advertising time, if applicable, upon the delivery by the
Company of the program in question. Advertising time retained by King World in
connection with program distribution is sold to national advertisers by a
wholly-owned subsidiary of the Company. See "Sale of Advertising Time".
In the 1996 fiscal year, approximately 12% of the Company's
revenues were derived from license fees under contracts with television stations
owned by ABC, Inc. No other television station, broadcast group or advertiser
accounted for ten percent or more of the Company's revenues in the fiscal year.
Marketing
Sales to domestic television stations are made by the Company
through a sales force that numbered 11 persons as of November 1, 1996. The
Company's marketing strategy concentrates on a select number of programs that
the Company considers to have
7
10
good prospects for high audience ratings and expects will meet television
stations' programming needs for specific time periods.
Although the Company has been dependent upon the active
participation of members of the King family since its formation in 1964, the
Company believes that it has significantly lessened its reliance on certain key
executive officers by adding experienced executive, programming and marketing
personnel. Nevertheless, the loss of key personnel might have an adverse effect
on the Company's operations.
Sale of Advertising Time
Camelot Entertainment Sales, Inc. ("Camelot"), a wholly-owned
subsidiary of King World, sells advertising time within television programs. As
of November 1, 1996, Camelot employed eight salespersons.
The value of advertising on any particular program varies
significantly depending on the audience ratings and demographics for such
program and conditions in the market for television advertising time in general.
In order for advertising time on a particular syndicated television program to
be valuable to national advertisers, the program must, as a general rule, be
broadcast in television markets covering at least 70% of the total domestic
television households. For the 1996-1997 broadcast season, The Oprah Winfrey
Show has been licensed to stations covering more than 99% of the total domestic
television households; Wheel of Fortune and Jeopardy! have each been licensed to
stations covering approximately 99% of the total domestic television households;
Inside Edition has been licensed to stations covering approximately 81% of the
total domestic television households; American Journal has been licensed to
stations covering approximately 85% of the total domestic television households;
and Rolonda has been licensed to stations covering approximately 75% of the
total domestic television households.
Fees for advertising time are established on the basis of
household audience ratings or, more frequently, on the basis of the delivery of
a certain demographic category of the viewing audience. The desired household
rating or demographic delivery, as the case may be, is negotiated in advance
with the advertiser or its agency. If the television program does not deliver at
least the agreed-upon audience coverage, Camelot is obligated either to make
available, at no additional cost, additional advertising time within the same
program or other programs that are expected to deliver at least the agreed-upon
audience coverage, or to refund that portion of the advertising fee attributable
to the underdelivery.
Generally, a portion of the Company's contracts for the
sale of its advertising time may be cancelled by the advertiser
8
11
upon 90 days' notice. Each television station is obligated to broadcast
advertising time retained by King World even if the program or episode on which
the time was retained is preempted by the station.
Historically, Camelot has sold advertising time primarily on
television programs distributed by King World. However, a portion of Camelot's
revenues has in recent years been attributable to commissions earned on sales of
advertising time on television programs distributed by companies other than King
World. Camelot has agreements currently in effect with, among others, Western
International Syndication to sell advertising time in It's Showtime at the
Apollo, a variety program.
Foreign Sales
The Company licenses episodes of Wheel of Fortune, Jeopardy!,
The Oprah Winfrey Show and Inside Edition in Canada and certain other
English-speaking foreign territories. The Company also licenses the production
of foreign versions of Wheel of Fortune and Jeopardy! in a number of other major
foreign territories. Under licenses from King World, Unilever, N.V. licenses the
production of local versions of Wheel of Fortune and Jeopardy! for broadcast in
a number of Western European markets. In addition, the Company has recently
become more active in acquiring rights for the distribution of television
programming solely outside the United States. Revenues from foreign sales
(including Canada) accounted for approximately 7% of King World's revenues in
fiscal 1996.
Merchandising and Film Library
The Company has granted licenses to others to produce Wheel of
Fortune and Jeopardy! boxed board games and to exploit certain of its
merchandising rights in The Little Rascals. King World also distributes its own
library of over 60 feature length films and over 200 television programs,
including 14 Sherlock Holmes, 13 The East Side Kids, 9 Mr. Moto and 11 Charlie
Chan feature length films and episodes from The Little Rascals, Topper, Branded
and The Guns of Will Sonnett television series. In acquiring feature length
films and television programs for its own library, the Company has attempted to
emphasize classic programming -- films and television series with broad and
enduring audience appeal. King World holds long-term television and related
distribution rights to the properties in its library. The Company is not
generally required to make any material royalty or similar payments with respect
to the properties in its library. Revenues from merchandising and the film
library accounted for less than 1% of the Company's revenues in fiscal 1996.
9
12
Direct Response Marketing
The Company operates King World Direct Inc., a direct response
marketing subsidiary. King World Direct handles key aspects of direct response
marketing campaigns, including production, order fulfillment and media
placement.
King World Direct has developed direct response telemarketing
campaigns for, among others, the Wild America video series and Sears Craftsman
Robogrip pliers. Revenue from direct response marketing activities accounted for
approximately 4% of the Company's revenues in fiscal 1996.
Competition
The production and distribution of television programming and
the sale of associated advertising time is a highly competitive business. King
World competes with many companies that have resources substantially greater
than those of King World.
The most important competitive factors in television program
distribution are marketing, quality and variety of programming and research and
promotional services. King World's success is highly dependent upon those
factors as well as the continuing availability of writers, performers and other
creative talent and the viewing preferences of television audiences. King World
has attempted to concentrate on the distribution of programs that it believes
will have broad or enduring audience appeal in order to reduce its exposure to
changes in viewer preferences. King World has also developed an experienced
television syndication sales organization as well as strong programming
acquisition, research and advertising and promotion departments. See "Marketing"
above.
Regulation of the Television Industry
Prime-Time Access Rule/Financial Interest and Syndica-
tion Rule
Until August 1996, a rule promulgated by the Federal
Communications Commission ("FCC") in the 1970's and known as the "prime-time
access rule" prohibited (subject to certain significant exceptions)
network-owned and network-affiliated television stations in the 50 largest
television markets from broadcasting more than a total of three hours per day of
programming supplied by or previously aired on a network during the prime-time
period (defined under the rule as 7-11 p.m. Eastern and Pacific time and 6-10
p.m. Central and Mountain time). Due to the rule, network-owned and
network-affiliated stations often acquired either one hour or one-half hour of
program material for exhibition during
10
13
the prime-time access period from independent television producers and
syndicators such as the Company.
In July 1995, following proceedings looking toward
reconsideration or modification of the prime-time access rule, the FCC issued a
decision concluding that the rule no longer served the public interest because
the networks no longer had market power sufficient to foreclose access by
independent producers and syndicators of first-run programming to the prime-
time access period. In order to permit an orderly transition, the FCC held that
programming supplied by or previously aired on a network may not be aired during
the prime-time access period for 12 months from the August 1995 effective date
of its decision, but during such period stations subject to the rule were
permitted to enter into contracts providing for the airing of such programming
in the access period after August 1996.
Pursuant to consent decrees entered into in the mid to late
1970's between the three largest television networks (the ABC Television
Network, the CBS Television Network and the NBC Television Network) and the
United States Department of Justice (the "Consent Decrees"), such networks were,
until mid-November 1993 (when the Decrees were lifted), prohibited from
domestically syndicating television programs and from acquiring financial
interests in such programs or in network programming (other than the right to
network exhibitions) produced by independent production companies. In the mid
1970's, the FCC implemented rules (the "Rules") that substantially paralleled
the prohibitions of the Consent Decrees. The Rules enhanced the Company's
ability to license its programs to stations owned and operated by the major
television networks (licensees that are, in most instances, very important to
the success of a series distributed through first-run syndication).
In May 1991, the FCC issued a decision (the "1991 Decision")
to modify, but not to repeal, the Rules. The modified Rules substantially
relaxed the restrictions upon the ability of a network to acquire financial
interests in, and to syndicate, television programs previously aired by that
network (a sector of programming in which King World has not to date had
substantial involvement). However, the 1991 Decision retained stringent
limitations on network involvement in first-run syndication activities, which
remained in place after the FCC further relaxed the Rules in 1993.
In August 1995, upon further review of the remaining Rules,
the FCC held that the Rules, including the restrictions on network entry into
first-run syndication activities, were no longer necessary. Under the resulting
FCC order, the Rules expired in August 1995.
11
14
As a result of the repeal of the prime-time access rule and
the elimination of the remaining restrictions of the financial interest and
syndication rules, the Company will have more difficulty licensing its
programming to stations owned and operated by the three major television
networks and anticipates that, even if the Company is able to so license its
programming, the profitability of such programming to the Company will, as a
result of terms imposed by such stations, be likely to be reduced.
Legislation and Other FCC Rules and Proposals Affecting
the Television Industry
The Telecommunications Act of 1996 (the "1996 Act"), signed in
February 1996, among other things, requires the FCC to relax its regulation (the
"Multiple Ownership Rules") limiting the aggregate number of television stations
that may be under common ownership. Prior to passage of the 1996 Act, the
Multiple Ownership Rules permitted common ownership of, in most circumstances,
up to twelve television stations, subject (in the case of station groups) to
certain limitations based upon audience reach. As required by the 1996 Act, the
FCC (in March 1996) eliminated the numerical limitation on common ownership and
relaxed the audience reach limitation.
The 1996 Act also requires the FCC to re-examine provisions of
the Multiple Ownership Rules which prohibit the common ownership of stations
serving the same market. In proceedings now pending before it, the FCC is
considering relaxing the existing restrictions on common ownership of television
stations serving the same market and permitting, subject to certain
restrictions, joint venture (including joint programming) arrangements between
independently owned stations in circumstances where common ownership would
otherwise be prohibited. King World is unable to predict the outcome of these
proceedings. King World believes that increases in the concentration of
television station ownership by broadcast groups will tend to increase the
relative power of the broadcast groups in the market for television programming
and, consequently, could adversely affect King World's bargaining position
vis-a-vis its principal customers.
The 1996 Act requires that (not later than 1998) all
television sets manufactured or imported into the United States be equipped with
a device (the "V-chip") which will enable viewers to block display of certain
programs based upon content. The 1996 Act affords the program production and
distribution industries a period of twelve months (until February 1997) within
which to establish voluntary rules for identifying and rating video programming
that contains sexual, violent or other indecent material and to agree to
voluntarily transmit such ratings in a format capable of being read by the
V-chip technology. If a
12
15
voluntary code is not established (or if such a code is not acceptable to the
FCC) within that time frame, then the FCC is required, in consultation with an
advisory committee, to establish and enforce a rating code. Although the Company
believes that none of its programming contains sexual, violent or other indecent
material, it is actively participating in industry efforts to establish a
voluntary code. However, the Company is unable to predict the outcome of these
industry deliberations or of any alternative FCC proceedings. To the extent that
program series (or episodes of such series) produced or distributed by King
World are subjected to restrictive ratings, whether voluntary or FCC-imposed,
there may be an adverse effect on viewing of such program or series.
In June 1995, the FCC initiated two proceedings in which it is
considering repeal or relaxation of certain of its regulations restricting or
forbidding certain contractual arrangements between a network and its
affiliates. Among the matters under examination are: a rule that forbids a
network from entering into a contract with any affiliate that either enables the
network to reserve any time on the affiliate's station before the network has
committed to use the time, or requires the station to make time available for
network programming in substitution for programming already scheduled by the
affiliate ("Time Optioning Rule"); a rule that forbids a network from penalizing
affiliated stations for rejecting network programming and substituting
programming deemed by the station to be of greater local or national interest;
and a rule that forbids stations from affiliating with any network organization
that operates more than one network. Separately, the FCC is reexamining a rule
that prohibits a network from directly or indirectly controlling the advertising
rates charged by an affiliate in connection with the broadcast of non-network
programming ("Station Rates Rule") and a rule that forbids a network from acting
as a sales representative for affiliated stations for the sale of advertising
time in connection with non-network programming ("Station Rep Rule").
The Company is unable to predict the outcome of these
proceedings. Although the Company believes that certain of the conduct
prohibited by the FCC's rules, such as the Station Rates Rule, are proscribed or
curtailed under the anti-trust laws, the Company anticipates that repeal or
substantial relaxation of the Time Optioning Rule and the Station Rep Rule will
tend to increase the relative power of the networks in the market for television
programming and for the sale of advertising time and will consequently adversely
affect King World's bargaining position vis-a-vis network-affiliated stations,
and the sale of King World's barter time.
Other Regulatory and Legislative Matters
13
16
In October 1992, Congress enacted legislation imposing certain
new regulations on the cable television industry (the "1992 Cable Act"). The
legislation includes provisions that require each local television station (as
defined) to make an election between demanding carriage on any cable system
within its service area on a "must-carry" basis (for which the station receives
no compensation) or demanding that such cable system obtain the consent of the
station and pay compensation (and/or furnish other consideration) to the station
for the right to carry its signal. The election made by the station as to each
such cable system remains in effect for three years. Since the advent of these
"retransmission consent" provisions, which became operative in October 1993, a
small number of cable systems have refused to or failed to reach carriage
agreements with particular local television stations and consequently ceased the
carriage of such stations, thus resulting in decreased audience for King World
programming aired on those stations, and in the future other cable systems could
refuse or fail to reach such agreements. The Company has suffered no discernible
adverse impact to date.
Litigation concerning the constitutionality of the "must
carry" provisions of the 1992 Cable Act is pending in the United States Supreme
Court. In April 1993, a three-judge district court, by a divided vote, upheld
the must carry requirements, against a First Amendment challenge initiated by
Turner Broadcasting System and other cable interests. In June 1994, the United
States Supreme Court overturned that decision and remanded the case to the
district court for further proceedings. In December 1995, the three-judge
district court held that the government has a substantial interest in compelling
cable systems to carry television stations in order to protect the viability of
over-the-air television service in the United States, that the must-carry rules
therefore do not substantially burden the rights of cable operators and that
such rules do not violate the First Amendment. Cable interests have appealed
this second determination to the Supreme Court, which heard oral argument in
October 1996; a decision is expected in early 1997. In a lawsuit that is related
to, but separate from, the litigation concerning must carry, the retransmission
consent provisions of the 1992 Act have been held to be constitutional.
The Company is unable to predict the outcome of the litigation
with respect to the must carry rules. However, if those rules are held
unconstitutional, stations which fail to reach carriage agreements with cable
systems (under the retrans- mission consent procedures) will very likely be
deleted from such systems, thus resulting in decreased audience for King World
programming aired on such stations.
The FCC has initiated proceedings relating to the
deployment of Advanced Television Technologies ("ATV"). These
14
17
technologies would, among other things, enable television stations to
simultaneously broadcast more than one program at the same time; and the FCC has
tentatively concluded that it will permit the use of the additional channel
capacity resulting from ATV to be used for entertainment programming purposes.
Because the evolution of ATV technology and the formulation of regulations
governing its deployment and uses is in formative stages, the Company is unable
to predict the outcome of these developments or their impact upon the Company,
if any.
The 1996 Act repealed provisions of the Communications Act
that prohibited any telephone company from acquiring financial interests in
video programming and from distributing video programming in the same geographic
area in which such telephone company provides telephone service. Under the 1996
Act, telephone companies are permitted, in most circumstances, to own and
operate cable television systems, in which event they are subject to all of the
requirements applicable to such systems including the must-carry/retransmission
consent requirements of the 1992 Cable Act. Alternatively, the 1996 Act permits
telephone companies to directly enter the multi-channel video distribution
business on a quasi-common carrier basis ("Open Video Systems"), pursuant to
which the Open Video System operator leases channel capacity to programmers on a
non-discriminatory basis; each such operator is required to reserve, in cases
where demand exceeds channel capacity, up to two-thirds of its channel capacity
for programmers with which such operator is not affiliated. The statute also
requires that Open Video System operators extend retransmission
consent/must-carry rights to over-the-air television stations in the market
served. The FCC has initiated proceedings looking toward implementation of,
among other things, the must-carry and retransmission consent requirements as
applicable to Open Video Systems. King World is unable to predict the outcome of
these proceedings. However, to the extent that telephone company entry into the
production and distribution of video programming weakens the position of
over-the-air television stations in the video marketplace or increases the cost
to such stations of access to audience, this could result in decreased audience
for King World programming aired on those stations, or a reduction in the
profitability to King World of such programming.
Employees
As of November 1, 1996, the Company employed approximately 490
persons. Of this number, approximately 340 are involved in the production of
Inside Edition, American Journal and Rolonda. Twenty-nine of the Company's
employees are covered by collective bargaining agreements.
Item 2. DESCRIPTION OF PROPERTIES
15
18
The Company's corporate headquarters are located in New York,
New York, where it leases office space for executive offices, the operations of
Camelot and the Company's eastern U.S. and foreign sales staff. The Company's
accounting, contract administration and research departments are located in
leased offices in Short Hills, New Jersey. The Company also leases office space
in Los Angeles for executive offices, its advertising and promotion department,
program development and direct response marketing operations and its western
U.S. sales staff, and in Chicago, Boca Raton, Florida and Dallas for regional
sales offices.
The Company leases office and production facilities in New
York and Los Angeles for its internally produced programming.
Item 3. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings other than
routine litigation incidental to the conduct of its business.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
None.
16
19
PART II
Item 5. MARKET FOR THE COMPANY'S COMMON STOCK
AND RELATED SECURITY HOLDER MATTERS
King World's Common Stock is listed and traded on the New York
Stock Exchange under the symbol KWP. The following table sets forth, for the
fiscal periods indicated, the range of high and low closing sale prices for the
Common Stock as reported by the New York Stock Exchange.
High Low
------ ------
Fiscal 1995
First Quarter Ended
November 30, 1994......................... 39 1/8 34 5/8
Second Quarter Ended
February 28, 1995......................... 36 7/8 32 3/4
Third Quarter Ended
May 31, 1995.............................. 43 35 1/8
Fourth Quarter Ended
August 31, 1995........................... 43 3/8 37 1/2
Fiscal 1996
First Quarter Ended
November 30, 1995......................... 39 7/8 34 3/8
Second Quarter Ended
February 29, 1996......................... 43 1/4 36 1/8
Third Quarter Ended
May 31, 1996.............................. 44 1/2 39 1/4
Fourth Quarter Ended
August 31, 1996........................... 41 3/4 34 1/4
As of the close of business on October 17, 1996, there were
641 holders of record of the Company's Common Stock.
The Company has no present intention to pay dividends on its
Common Stock. The Company requires capital resources to fund development,
production and promotion costs for its programming, and intends to use its cash
reserves and future earnings to finance such expenses and the development and
expansion of its business. See "Management's Discussion and Analysis of Results
of Operations and Financial Condition -- Liquidity and Capital Resources".
On March 27, 1996, the Company issued 450,000 shares of Common
Stock to Ms. Oprah Winfrey and Mr. Jeffrey D. Jacobs in connection with the
exercise of options granted to Ms. Winfey and Mr. Jacobs pursuant to Option
Agreements, each dated January 25, 1996, between the Company and each of Ms.
Winfrey and Mr. Jacobs. The exercise price of the options so exercised was
$25.50 per share. See Note 5 of Notes to Consolidated Financial Statements. Such
issuance was exempt from registration with the Securities and Exchange
Commission pursuant to Section 4(2) of the Securities Act of 1993.
17
20
Item 6. SELECTED FINANCIAL DATA
The following selected financial data have been derived from
the consolidated financial statements of King World and its subsidiaries for the
five years ended August 31, 1996, which have been audited and reported upon by
Arthur Andersen LLP, independent public accountants. The unaudited 1995 and 1994
pro forma information presents selected financial data assuming that a change in
accounting for revenue recognition adopted prospectively in the fourth quarter
of fiscal 1994 had not been made. The information set forth below should be read
in conjunction with "Management's Discussion and Analysis of Results of
Operations and Financial Condition" and the Consolidated Financial Statements
and the Notes thereto included elsewhere in this Annual Report.
Statements of Income: Year Ended August 31,
-----------------------------------------------------------------------------------------------------
1995 1994
Pro Pro
1996 1995(1) forma(1) 1994(1) forma(1) 1993 1992
---- ---- ----- ---- ----- ---- ----
(unaudited) (unaudited)
(Dollars in thousands except per share data)
Revenues $ 663,426 $574,186 $575,732 $480,659 $541,390 $474,312 $503,174
Income from operations 191,585 162,416 162,736 127,578 148,151 150,950 152,481
Income before provision
for income taxes 231,610(3) 183,258 183,578 140,839 161,412 162,592 164,725
Net income 150,000(3) 117,312 117,490 88,300 101,196 101,936 94,880(2)
========== ======== ======== ======== ======== ======== ========
Primary earnings
per share $ 3.98(3) $ 3.14 $ 3.15 $ 2.33 $ 2.67 $ 2.65 $ 2.432
========== ======== ======== ======== ======== ======== ========
Balance Sheets: August 31,
-----------------------------------------------------------------------------------------------------
1995 1994
Pro Pro
1996 1995(1) forma(1) 1994(1) forma(1) 1993 1992
---- ---- ----- ---- ----- ---- ----
(unaudited) (unaudited)
(Dollars in thousands)
Cash and investments $644,380 $529,025 $529,025 $430,048 $430,048 $384,489 $355,612
Working capital 519,613 477,794 477,972 294,336 307,232 286,348 273,086
Total assets 854,141 686,786 688,332 569,562 630,293 535,546 498,240
Stockholders' equity 737,885 575,737 575,915 459,077 471,973 394,173 342,919
======== ======== ======== ======== ======== ======== ========
18
21
- -----------------------
1. The results of operations for fiscal 1995 and 1994 reflect a change in
accounting for revenue recognition adopted prospectively in the fourth
quarter of fiscal 1994. The one-time impact of adopting such change was
to cause revenues, income from operations, income before provision
for income taxes, net income and primary earnings per share in the
fourth quarter of fiscal 1994 to be approximately $60.7 million, $20.6
million, $20.6 million, $12.9 million and $.34 lower, respectively,
than they would have been under the Company's prior revenue recognition
practice. Such revenues were recognized in fiscal 1995 under the
modified accounting practice. The results of operations for fiscal 1995
would have been substantially the same as that actually reported if the
Company's prior revenue recognition practice had been in effect for all
of fiscal 1995. The unaudited 1995 and 1994 pro forma data are
presented for comparison purposes only and represent the results of
operations and balance sheet information assuming the Company's prior
revenue recognition practice had been in effect in the fourth quarter
of fiscal 1994 and in fiscal 1995. See Note 1 of Notes to Consolidated
Financial Statements.
2. Net income and primary earnings per share include the effect of a net
loss from the deconsolidated operations of Buffalo Broadcasting Co.
Inc. ("Buffalo"), a former subsidiary of the Company, of approximately
$7.7 million and $.20, respectively. See Note 8 of Notes to
Consolidated Financial Statements.
3. Income before provision for income taxes, net income and primary
earnings per share include a nonrecurring gain of approximately $14.1
million, $10.3 million and $.27, respectively, as a result of the
Company's sale of Buffalo to LIN Television Corporation for $95 million
in cash which closed in October 1995. See Note 8 of Notes to
Consolidated Financial Statements.
19
22
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
GENERAL
The Company's revenues consist principally of fees from the
licensing of syndicated television programs and series which may be in the form
of cash, retained advertising time or both. In addition, revenues include fees
from the sale of advertising time on programs distributed to television stations
by others.
The Company typically receives a portion of the fees derived
from the licensing of syndicated television programming in the form of retained
advertising time, which is sold to advertisers by Camelot Entertainment Sales,
Inc. ("Camelot"), a wholly-owned subsidiary of the Company. Such revenues are
recognized at the same time as the cash portion of the license fees derived from
such programming is recognized, in amounts adjusted for expected ratings. See
Note 1 of Notes to Consolidated Financial Statements.
RESULTS OF OPERATIONS
COMPARISON OF FISCAL 1996 AND FISCAL 1995
Revenues
Revenues for fiscal 1996 increased by approximately 16%
compared to fiscal 1995. Such increase was primarily due to increased cash
license fees from The Oprah Winfrey Show and a general increase in revenues
derived from the sale of retained advertising time primarily on The Oprah
Winfrey Show, Inside Edition and American Journal, as a result of a 50% increase
in the number of 30-second advertising spots retained by the Company in each
such series commencing with the 1995-1996 television season. In addition,
revenues from King World Direct, the Company's direct response marketing
subsidiary, increased substantially in fiscal 1996 compared with fiscal 1995,
due primarily to the successful telemarketing campaigns for the Wild America
video series and the Sears Craftsman Robogrip pliers.
The Oprah Winfrey Show, Wheel of Fortune, Jeopardy! and Inside
Edition accounted for approximately 39%, 19%, 17% and 8%, respectively, of the
Company's revenues for fiscal 1996 compared to 37%, 21%, 18% and 8%,
respectively, for fiscal 1995. American Journal accounted for approximately 4%
of the Company's revenues for each of fiscal 1996 and fiscal 1995, and Rolonda
accounted for approximately 2% of the Company's revenues for fiscal 1996 and 3%
for fiscal 1995. King World Direct accounted for approximately 4% of the
Company's revenues for fiscal 1996 and 1% for fiscal 1995.
20
23
Producers' fees, programming and other direct operating costs
Producers' fees, programming and other direct operating costs
include primarily the producers' share of both cash license fees from the sale
of programming to television stations and revenues derived from the sale of
retained advertising time to advertisers with respect to programming distributed
by the Company; participation payments payable by the Company to producers and
talent; and production and distribution costs for first-run syndicated
programming. The share of revenues payable by the Company to producers, talent
and others is generally paid as cash license fees and revenues derived from the
sale of retained advertising time are received from television stations and
advertisers.
Producers' fees, programming and other direct operating costs
increased by approximately 16% in fiscal 1996 compared to fiscal 1995, primarily
as a result of the higher level of revenues generated by The Oprah Winfrey Show
(a portion of which is payable to the producer), increased production fees
associated with The Oprah Winfrey Show in the 1995-1996 television season and
increased operating expenses for King World Direct.
Selling, general and administrative expenses
In December 1995, the Company entered into new employment
agreements with its President and Chief Executive Officer and its Chairman of
the Board. The agreements provide, among other things, for performance-based
bonuses, including bonuses payable upon the introduction of new shows and
bonuses which vary depending on the Company's net income and Common Stock price
during preestablished measurement periods. As a result, the Company's
compensation expense will increase if the Company introduces a new series in
syndication, if the Company's net income increases or if the Common Stock price
exceeds the specified levels during the applicable measurement periods. The
Company has recognized the impact of certain of these bonuses in its operating
results for fiscal 1996 which includes all amounts payable in accordance with
the terms of such employment agreements.
Selling, general and administrative expenses for fiscal 1996
increased by approximately 6% from fiscal 1995, but decreased as a percentage of
revenues from 12% in fiscal 1995 to 11% in fiscal 1996. The increase in selling,
general and administrative expenses was due to higher advertising and promotion
costs for The Oprah Winfrey Show in the 1995-1996 broadcast season and an
increase in executive compensation under the executive employment agreements
discussed above.
21
24
Net income and primary earnings per share
Due to the factors discussed above, the Company's operating
income for fiscal 1996 increased by approximately 18% compared to fiscal 1995.
In addition, during the first quarter of fiscal 1996, the Company recorded a
nonrecurring gain of approximately $14.1 million on the sale of Buffalo
Broadcasting Co. Inc. ("Buffalo") to LIN Television Corporation.
Net income increased by approximately $32.7 million, or 28%,
for fiscal 1996 compared to fiscal 1995, reflecting the increase in operating
income, the nonrecurring gain on the sale of Buffalo and higher interest income
earned on the Company's cash and investments. In addition, the Company's
effective tax rate for fiscal 1996 was slightly lower than in fiscal 1995, due
principally to the nontaxability of a portion of the Buffalo gain. Primary
earnings per share increased by $.84 per share, or approximately 27%, to $3.98
per share in fiscal 1996 compared to fiscal 1995, as a result of the increase in
net income, offset slightly by the greater number of shares outstanding.
Excluding the nonrecurring gain on the sale of Buffalo, net income increased by
approximately $22.4 million, or 19%, for fiscal 1996 compared to fiscal 1995,
and primary earnings per share increased by $.57 per share, or approximately
18%, for fiscal 1996 to $3.71 per share.
The Company's results of operations are highly dependent upon
the viewing preferences of television audiences and the Company's ability to
acquire distribution rights to, or itself produce, television programming that
achieves broad and enduring audience acceptance. The success of the Company's
programming could be significantly affected by changes in viewer preferences or
the unavailability of new programming or talent. Moreover, the amount of revenue
derived from the sale of retained advertising time is dependent upon a large
number of factors, such as household ratings, the demographic composition of the
viewing audience and economic conditions in general and in the advertising
business in particular.
Due to the success of the shows distributed by the Company and
in order to mitigate the influence of some of the factors referred to above, the
Company has been obtaining multi-year licenses and license renewals from
television stations for its principal distribution properties, extending as far
into the future as the 1999-2000 broadcast season. In general, these licenses
and renewals have been at rates as favorable or more favorable to the Company
than the rates applicable to the 1995-1996 broadcast season. All such licenses
and renewals are contingent upon the continued production of the series by their
respective producers through the broadcast seasons for which the licenses run.
22
25
The Company believes that the impact of inflation on its
operations has not been significant.
COMPARISON OF FISCAL 1995 AND FISCAL 1994
Revenues
Revenues for fiscal 1995 increased by approximately 19%
compared to fiscal 1994 due to the adoption of a change in accounting for
revenue recognition on a prospective basis in the fourth quarter of fiscal 1994.
See Note 1 of Notes to Consolidated Financial Statements. Had revenues been
recognized in fiscal 1995 and the fourth quarter of fiscal 1994 on a basis
comparable to that of the first nine months of fiscal 1994, revenues in fiscal
1995 would have been approximately 6% higher than the prior year, due primarily
to increased cash license fees from The Oprah Winfrey Show and, to a lesser
extent, an increase in revenues derived from the sale of retained advertising
time in Wheel of Fortune and Jeopardy! as a result of the retention of one
additional 30-second advertising spot per episode commencing with the 1994-1995
television season.
The Oprah Winfrey Show, Wheel of Fortune, Jeopardy! and Inside
Edition accounted for approximately 37%, 21%, 18% and 8%, respectively, of the
Company's revenues for fiscal 1995 compared to 41%, 17%, 15% and 9%,
respectively, for fiscal 1994. American Journal accounted for approximately 4%
of the Company's revenues for fiscal 1995 and 5% for fiscal 1994. Rolonda, which
debuted in January 1994, accounted for approximately 3% of the Company's
revenues for fiscal 1995 and 2% for fiscal 1994. The Les Brown Show, which was
canceled in January 1994, accounted for approximately 2% of the Company's
revenues for fiscal 1994. Had the prior method of revenue recognition been
employed in fiscal 1995 and the fourth quarter of fiscal 1994, The Oprah Winfrey
Show, Wheel of Fortune, Jeopardy! and Inside Edition would have accounted for
approximately 37%, 21%, 18% and 8%, respectively, of the Company's revenues for
fiscal 1995, and 36%, 21%, 18% and 8%, respectively, for fiscal 1994. American
Journal and Rolonda would have accounted for approximately 4% and 3%,
respectively, of the Company's revenues for fiscal 1995 and 4% and 2%,
respectively, for fiscal 1994. The Les Brown Show would have accounted for
approximately 1% of the Company's revenues in fiscal 1994.
Producers' fees, programming and other direct operating costs
Producers' fees, programming and other direct operating costs
increased by approximately 22% in fiscal 1995 compared to fiscal 1994. Because
the recognition of these costs generally coincides with the recognition of the
revenues with which they are associated, the adoption of the modified accounting
practice in the fourth quarter of fiscal 1994 caused such costs to be
substantially lower in the fourth quarter of fiscal 1994 than
23
26
they would have been under the prior revenue recognition practice. On a basis of
accounting comparable to that employed prior to the fourth quarter of fiscal
1994, producers' fees, programming and other direct operating costs would have
increased by approximately 7% in fiscal 1995 over the prior fiscal year,
primarily as a result of the higher level of revenues generated by The Oprah
Winfrey Show, Wheel of Fortune and Jeopardy! (a portion of which is payable to
the producers of such series) and, to a lesser extent, increased production
costs associated with Inside Edition, American Journal and Rolonda.
Selling, general and administrative expenses
Selling, general and administrative expenses decreased by
approximately 5% in fiscal 1995 from the prior fiscal year primarily due to
lower advertising and promotion costs. On a basis of accounting comparable to
that employed prior to the fourth quarter of fiscal 1994, such expenses would
have been substantially the same as that actually reported.
In December 1993, the Company entered into new employment
agreements with four executive officers. The agreements provide, among other
things, for new bonuses intended to qualify as "performance based compensation"
(within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as
amended), including bonuses payable upon the introduction of new shows and
bonuses contingent upon the Company's Common Stock achieving specified target
prices during pre-established measurement periods.
As of May 31, 1995, the performance targets associated with
certain stock and stock appreciation units granted in December 1993 to Roger
King, the Company's Chairman of the Board, and Michael King, the Company's
President and Chief Executive Officer, were achieved, resulting in the payment
by the Company subsequent to May 31 of a lump-sum pre-tax cash bonus to each of
them of approximately $5 million. These units had become eligible for redemption
on August 31, 1994 and each of the subsequent fiscal quarters through the third
quarter of fiscal 1995, subject to the achievement of the specified performance
goals. The performance goals specified for the units that became eligible for
redemption on August 31, 1995 were not achieved and the units expired on such
date.
Net income and primary earnings per share
The Company's operating income for fiscal 1995 increased by
approximately 27% compared to the prior year, primarily due to the change in
accounting for revenue recognition. Had the prior method of revenue recognition
been employed in fiscal 1995 and the fourth quarter of fiscal 1994, the
Company's operating income would have been approximately 10% higher in fiscal
24
27
1995 than in fiscal 1994. Reported net income for fiscal 1995 increased by 33%
compared to the prior year. Absent the accounting change, net income would have
been approximately $16.3 million (or 16%) higher than fiscal 1994, reflecting
higher operating income, higher interest income earned on the Company's cash and
investments (due primarily to an increase in interest rates over the prior
year), and a lower effective tax rate for fiscal 1995. Primary earnings per
share, which were $.81 higher in fiscal 1995 compared to fiscal 1994, would have
been $.48 (or 18%) higher in fiscal 1995 compared with fiscal 1994 had the prior
method of revenue recognition been employed, due to the increase in net income
and a smaller number of shares outstanding as a result of the Company's ongoing
stock repurchase program.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires capital resources to fund development,
production and promotion costs of independently produced programming, including,
in some instances, advances to producers and talent, to produce its own programs
and to acquire distribution rights to new programming. In acquiring distribution
rights from independent producers, King World has tried to avoid making
significant capital commitments to such producers until it has obtained
broadcast commitments from a substantial number of television stations. As a
result of this strategy and the success of its existing syndication properties,
to date, King World has funded substantially all programming acquisition,
development, production and promotion costs and advances from its operations.
The distribution of television programming is highly
competitive and the Company may be obliged to offer, among other things,
guarantees and cash advances to acquire, renew or extend distribution rights.
Under the terms of the Company's agreement with Harpo, Inc. ("Harpo"), the
producer of The Oprah Winfrey Show, the Company has the exclusive right, and has
agreed, to distribute episodes of The Oprah Winfrey Show produced through the
1999-2000 television season, subject to Harpo's and Ms. Winfrey's right to
decline to produce and host the show in any season after the 1995-1996 season.
To date, Harpo and Ms. Winfrey have committed to produce and host the show
through the 1997-1998 broadcast season. Under the agreement, the Company has,
among other things, agreed to pay Harpo production fees and to guarantee
participation payments to Harpo at levels which, commencing with the 1995-1996
season, are substantially higher than those previously in effect. In addition,
in the 1997-1998 season and thereafter, the profit sharing arrangements between
Harpo and the Company currently in effect will terminate and the Company will
instead receive distribution fees based on a percentage of gross revenues
derived from the series. These arrangements are less favorable to the Company
than those contained
25
28
in prior agreements between the Company and Harpo and, unless offset by
significant increases in license fees paid by television stations for the series
in forthcoming seasons, increased barter revenues from the series, or both, the
Company's net profits and cash flow derived from The Oprah Winfrey Show will
decline in the coming years.
In fiscal 1994, the Company paid Harpo a $60 million advance
against its minimum participation payments for the 1995-1996 broadcast season,
all of which was recouped during fiscal 1996. In addition, on January 2, 1996,
the Company paid Harpo two advances of $65 million each against its aggregate
minimum participation payments for the 1996-1997 and 1997-1998 broadcast
seasons. Based on the license agreements in place for the seasons covered by
such advances, the Company believes that revenues from the series will be
sufficient to enable the Company to recoup such advances. Such advances are
refundable to the Company by Harpo and Ms. Winfrey if King World terminates the
agreement due to Harpo's failure to deliver episodes of the series.
From time to time, the Company has used cash reserves and/or
borrowed funds to make acquisitions of and investments in properties in the
media field, to repurchase shares of its Common Stock and to fund the
development, production and promotion costs of new programming. The Company
continues to evaluate opportunities in these areas, and may seek to raise
capital in public or private securities markets to finance such activities if it
considers it advantageous to do so. The Company recently formed a new division,
King World Ventures, which will have primary responsibility for the Company's
investment and acquisition program including analysis of business opportunities.
In December 1992, the Company announced that the Board of
Directors had approved a program to repurchase up to 2,000,000 shares of its
Common Stock from time to time in the open market and in privately negotiated
transactions. By August 31, 1996, the Company had repurchased all 2,000,000
shares authorized to be repurchased under such program. In the fiscal years
ended August 31, 1996, 1995 and 1994, 301,200, 180,500 and 753,100 shares,
respectively, of Common Stock were repurchased in open market transactions for
aggregate consideration of approximately $10.9 million (or approximately $36.20
per share), $6.1 million (or approximately $33.80 per share), and $28.9 million
(or approximately $38.40 per share), respectively.
The Company has entered into agreements with television
stations for the future distribution of program material in television seasons
commencing with the 1996-1997 season and extending as far into the future as the
1999-2000 broadcast season, under which the revenues and related expenses will
not be recognized until the license periods thereunder have begun and
26
29
certain other conditions are satisfied. As of October 17, 1996, the gross amount
of license fees under such agreements approximated $1.4 billion, of which
approximately $850 million is payable to producers and others and is to be
recognized as an expense. The recognition of such amounts in the consolidated
financial statements of the Company in fiscal years subsequent to August 31,
1996 is subject to the satisfaction of several conditions, including, with
respect to amounts attributable to The Oprah Winfrey Show, the agreement of the
producer and Ms. Winfrey to continue to produce and host the show after the
1997-1998 television season (which they are not contractually obligated to do).
Such amounts do not include sales of advertising time retained during the
broadcast of such program material or foreign license fees and do not reflect
the production costs to be incurred for programming produced by King World.
In October 1995, the Company closed its agreement to sell WIVB-TV,
the CBS-affiliated VHF television station in Buffalo, New York, to LIN
Television Corporation for $95 million in cash. As a result of this transaction,
the Company recorded a nonrecurring gain of approximately $14.1 million, of
which approximately $9.8 million represents cash proceeds to the Company from
the sale. The remaining $4.3 million of such gain represents the reversal of
previously recognized accounting losses (with no associated income tax effect)
in excess of the Company's original investment.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the Financial Statements listed in the accompanying Index
to Consolidated Financial Statements which appear elsewhere in this Annual
Report. Information required by the schedules called for under Regulation S-X is
either not applicable or is included in the consolidated financial statements or
notes thereto.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
27
30
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Report of Independent Public Accountants . . . . . . . . 29
Consolidated Balance Sheets as of August 31, 1996
and 1995 . . . . . . . . . . . . . . . . . . . . . . . 30
Consolidated Statements of Income for the years
ended August 31, 1996, 1995 and 1994 . . . . . . . . . 32
Consolidated Statements of Stockholders' Equity for
the years ended August 31, 1996, 1995 and 1994 . . . . 33
Consolidated Statements of Cash Flows for the years
ended August 31, 1996, 1995 and 1994 . . . . . . . . . 34
Notes to Consolidated Financial Statements . . . . . . . 35
28
31
Report of Independent Public Accountants
To King World Productions, Inc.:
We have audited the accompanying consolidated balance sheets
of King World Productions, Inc. (a Delaware corporation) and subsidiaries as of
August 31, 1996 and 1995, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the period
ended August 31, 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. 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 financial statements referred to above
present fairly, in all material respects, the financial position of King World
Productions, Inc. and subsidiaries as of August 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the three years in
the period ended August 31, 1996, in conformity with generally accepted
accounting principles.
Arthur Andersen LLP
New York, New York
October 24, 1996
29
32
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
August 31,
----------------------------
1996 1995
--------- ---------
(Dollars in thousands)
CURRENT ASSETS:
Cash and cash equivalents $ 344,766 $ 446,896
Short-term investments 153,969 --
Accounts receivable (net of
allowance for doubtful accounts
of $4,196 in 1996 and 1995) 60,378 51,356
Producer advances and
deferred costs 74,824 90,085
Other current assets 1,932 506
--------- ---------
Total current assets 635,869 588,843
--------- ---------
LONG-TERM INVESTMENTS, at cost,
which approximates market value 145,645 82,129
--------- ---------
FIXED ASSETS, at cost:
Furniture and office equipment 7,926 7,558
Leasehold improvements 2,832 2,775
Film and videotape masters 2,626 2,622
--------- ---------
13,384 12,955
Less-accumulated depreciation and
amortization (10,503) (9,703)
--------- ---------
2,881 3,252
--------- ---------
PRODUCER ADVANCES
AND OTHER ASSETS 69,746 12,562
--------- ---------
$ 854,141 $ 686,786
========= =========
The accompanying Notes to Consolidated Financial
Statements are an integral part of these balance sheets.
30
33
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
August 31,
--------------------------
1996 1995
--------- ---------
(Dollars in thousands)
CURRENT LIABILITIES:
Accounts payable and accrued
liabilities ..................... $ 15,237 $ 11,070
Payable to producers and others ... 71,920 74,349
Income taxes payable:
Current ......................... 29,099 23,986
Deferred ........................ -- 1,644
--------- ---------
Total current liabilities ..... 116,256 111,049
--------- ---------
COMMITMENTS AND CONTINGENCIES
(Note 4)
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value;
5,000,000 shares authorized,
none issued ..................... -- --
Common stock, $.01 par value;
75,000,000 shares authorized,
50,734,739 shares and 49,893,745
shares issued in 1996 and 1995,
respectively .................... 507 499
Paid-in capital ................... 110,666 87,628
Retained earnings ................. 932,651 782,651
Treasury stock, at cost; 13,442,594
and 13,141,394 shares in 1996 and
1995, respectively .............. (305,939) (295,041)
--------- ---------
737,885 575,737
$ 854,141 $ 686,786
========= =========
The accompanying Notes to Consolidated Financial
Statements are an integral part of these balance sheets.
31
34
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year Ended August 31,
--------------------------------------
1996 1995(1) 1994(1)
-------- -------- --------
(Dollars in thousands except
per share data)
REVENUES ......................... $663,426 $574,186 $480,659
-------- -------- --------
EXPENSES:
Producers' fees, programming and
other direct operating costs . 397,494 341,536 279,465
Selling, general and admini-
strative expenses ............ 74,347 70,234 73,616
-------- -------- --------
471,841 411,770 353,081
-------- -------- --------
Income from operations ......... 191,585 162,416 127,578
INTEREST AND DIVIDEND INCOME ..... 25,965 20,842 13,261
NONRECURRING GAIN - Sale of
Buffalo Broadcasting Co. Inc. .. 14,060 -- --
-------- -------- --------
Income before provision for
income taxes ................. 231,610 183,258 140,839
PROVISION FOR INCOME TAXES ....... 81,610 65,946 52,539
-------- -------- --------
Net income ..................... $150,000 $117,312 $ 88,300
======== ======== ========
PRIMARY EARNINGS PER SHARE ....... $ 3.98 $ 3.14 $ 2.33
======== ======== ========
(1) The results of operations for fiscal 1995 and fiscal 1994 reflect a
change in accounting for revenue recognition adopted prospectively in the
fourth quarter of fiscal 1994. See Note 1.
The accompanying Notes to Consolidated Financial
Statements are an integral part of these statements.
32
35
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock Paid-in Retained Treasury
Shares $ Capital Earnings Stock
---------- ----- ------- -------- -------
(Dollars in thousands)
Balance -
August 31, 1993 .......... 49,505,363 $495 $ 76,647 $577,039 $(260,008)
Exercise of stock options 216,855 2 5,524 -- --
Purchase of treasury stock -- -- -- -- (28,922)
Net income ............... -- -- -- 88,300 --
---------- ---- -------- -------- ---------
Balance -
August 31, 1994 .......... 49,722,218 497 82,171 665,339 (288,930)
Exercise of stock options 171,527 2 5,457 -- --
Purchase of treasury stock -- -- -- -- (6,111)
Net income ............... -- -- -- 117,312 --
---------- ---- -------- -------- ---------
Balance -
August 31, 1995 .......... 49,893,745 499 87,628 782,651 (295,041)
Exercise of stock options 840,994 8 23,038 -- --
Purchase of treasury stock -- -- -- -- (10,898)
Net income ............... -- -- -- 150,000 --
---------- ---- -------- -------- ---------
Balance -
August 31, 1996 .......... 50,734,739 $507 $110,666 $932,651 $(305,939)
========== ==== ======== ======== =========
The accompanying Notes to Consolidated Financial
Statements are an integral part of these statements.
33
36
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended August 31,
-------------------------------------------
1996 1995 1994
--------- --------- ---------
(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ........................ $ 150,000 $ 117,312 $ 88,300
Items not affecting cash:
Gain on sale of Buffalo
Broadcasting Co. Inc. ...... (14,060) -- --
Depreciation and amortization 800 606 577
Change in assets and liabilities:
Accounts receivable .......... (9,022 (10,095) 60,298
Producer advances and
deferred costs ............. (46,740) (6,271) (49,589)
Accounts payable and accrued
liabilities ................ 4,167 (3,710) 6,948
Payable to producers and
others ..................... 1,829 4,702 (39,369)
Income taxes payable ......... 3,469 (428) 1,533
Other, net ................... 3,391 (163) 824
--------- --------- ---------
Net cash provided by operating
activities ...................... 93,834 101,953 69,522
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in investments (217,485) 6,062 (3,921)
Proceeds from sale of Buffalo
Broadcasting Co. Inc. ........... 9,802 -- --
Additions to fixed assets ......... (429) (2,324) (567)
--------- --------- ---------
Net cash (used in) provided by
investing activities ............ (208,112) 3,738 (4,488)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common
stock ........................... 23,046 5,459 5,526
Purchase of treasury stock ........ (10,898) (6,111) (28,922)
--------- --------- ---------
Net cash provided by (used in)
financing activities ............ 12,148 (652) (23,396)
--------- --------- ---------
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS .................. (102,130) 105,039 41,638
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR ................. 446,896 341,857 300,219
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT
END OF YEAR ....................... $ 344,766 $ 446,896 $ 341,857
========= ========= =========
The accompanying Notes to Consolidated Financial
Statements are an integral part of these statements.
34
37
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of significant accounting policies
Principles of consolidation
The accompanying consolidated financial statements include the
accounts of King World Productions, Inc. and its subsidiaries. All significant
intercompany transactions have been eliminated. Unless the context suggests
otherwise, the "Company", as used herein, means King World Productions, Inc.
("King World") and its consolidated subsidiaries.
Revenue recognition
Historically, King World had followed a practice of
recognizing license fees from the distribution of first-run syndicated
television properties at the commencement of the license period and as each show
was produced (even though the particular show may not have been broadcast by a
television station for several months). This practice had the effect of creating
variations in the Company's reported revenues and earnings from quarter to
quarter, corresponding to the greater or smaller number of shows that were
produced in a particular quarter, which were not necessarily indicative of
longer term trends in the Company's business.
In the fourth quarter of the 1994 fiscal year, the Company
adopted a change in accounting for revenue recognition which was accounted for
prospectively as a change in accounting estimate. Under the modified practice,
license fees from first- run syndicated television properties are recognized at
the commencement of the license period pursuant to noncancelable agreements and
as each show is made available to the licensee via satellite transmission,
rather than at the time the show is produced. Because transmission to the
satellite takes place, on the average, no more than two to three days prior to
the broadcast of the programming and in some cases up to three months after the
programming is produced, the effect of adopting the modified practice is to
cause revenues from certain series to be recognized closer to the air date than
under the prior practice. In addition, the accounting change eliminates the
quarterly revenue and earnings fluctuations that were attributable to variations
in production schedules.
The one-time impact of adopting the change was to cause fourth
quarter fiscal 1994 revenues, net income and earnings per share to be
approximately $60.7 million, $12.9 million and $.34 lower, respectively, than
they would have been under the prior practice, with no impact on cash flow. Such
revenues were recognized in fiscal 1995 under the modified accounting practice.
The
35
38
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of significant accounting policies (continued)
results of operations for fiscal 1995 would have been substantially the same as
that actually reported if the Company's prior revenue recognition practice had
been in effect for all of fiscal 1995.
The following pro forma financial information assumes the
Company's prior revenue recognition practice was in effect for the fourth
quarter of fiscal 1994 and in fiscal 1995:
Year Ended August 31,
-----------------------------------------
1995 Pro forma 1994 Pro forma
-------------- --------------
(unaudited) (unaudited)
(Dollars in thousands except per share data)
Revenues .................. $575,732 $541,390
Income from operations .... 162,736 148,151
Income before provision for
income taxes ............ 183,578 161,412
Net income ................ 117,490 101,196
======== ========
Primary earnings per
share ................... $ 3.15 $ 2.67
======== ========
The Company typically receives a portion of the fees derived
from the licensing of syndicated television programming in the form of retained
advertising time, which is sold to advertisers by Camelot Entertainment Sales,
Inc. ("Camelot"), a wholly-owned subsidiary of the Company. Such revenues are
recognized at the same time as the cash portion of the license fees derived from
such programming is recognized, in amounts adjusted for expected ratings.
License fees for non-first-run syndicated properties are
recognized at the gross contract amount (net of discount to present value for
license periods greater than one year) at the commencement of the license
period.
The Company's principal properties are licenses to distribute
The Oprah Winfrey Show, Wheel of Fortune and Jeopardy!; and Inside Edition, a
first-run syndicated series produced and distributed by the Company. The Oprah
Winfrey Show accounted for approximately 39%, 37% and 41% of revenues in fiscal
1996, 1995 and 1994, respectively. Wheel of Fortune accounted for approximately
19%, 21% and 17% of revenues in fiscal 1996, 1995 and 1994, respectively.
Jeopardy! accounted for approximately 17%, 18% and 15% of revenues in fiscal
1996, 1995 and 1994, respectively. Inside Edition accounted for approximately
8%, 8% and 9% of revenues in fiscal 1996, 1995 and 1994, respectively. American
Journal accounted for approximately 4%, 4% and 5% of
36
39
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of significant accounting policies (continued)
revenues in fiscal 1996, 1995 and 1994, respectively. Rolonda, which debuted in
January 1994, accounted for approximately 2%, 3% and 2% of revenues for fiscal
1996, 1995 and 1994, respectively. On a basis of accounting comparable to that
employed prior to the fourth quarter of fiscal 1994, The Oprah Winfrey Show,
Wheel of Fortune, Jeopardy!, and Inside Edition would have accounted for
approximately 37%, 21%, 18% and 8%, respectively, of the Company's revenues
for fiscal 1995 and 36%, 21%, 18% and 8%, respectively, of the Company's
revenues for fiscal 1994. American Journal and Rolonda would have accounted for
approximately 4% and 3%, respectively, of the Company's revenues for fiscal
1995, and 4% and 2%, respectively, of the Company's revenues for fiscal 1994.
The Company distributes The Oprah Winfrey Show pursuant to an
agreement with Harpo, Inc. ("Harpo"), the producer of the series. Under the
terms of the Company's agreement with Harpo, the Company has the exclusive
right, and has agreed, to distribute episodes of The Oprah Winfrey Show produced
through the 1999-2000 television season, subject to Harpo's and Ms. Winfrey's
right to decline to produce and host the show in any season after the 1995-1996
season. To date, Harpo and Ms. Winfrey have committed to produce and host the
show through the 1997-1998 broadcast season. Under the agreement, the Company
has, among other things, agreed to pay Harpo production fees and to guarantee
participation payments to Harpo at levels which, commencing with the 1995-1996
season, are substantially higher than those previously in effect. In addition,
in the 1997-1998 season and thereafter, the profit sharing arrangements between
Harpo and the Company currently in effect will terminate and the Company will
instead receive distribution fees based on a percentage of gross revenues
derived from the series. These arrangements are less favorable to the Company
than those contained in prior agreements between the Company and Harpo and,
unless offset by significant increases in license fees paid by television
stations for the series in forthcoming seasons, increased barter revenues from
the series, or both, the Company's net profits and cash flow derived from The
Oprah Winfrey Show will decline in the coming years.
The Company's agreements with Columbia TriStar Television
provide that the Company shall be the exclusive distributor for Wheel of Fortune
and Jeopardy! so long as the Company has obtained sufficient broadcast
commitments to cover such series' respective production and distribution costs
and that the Company may not, unless otherwise agreed by Columbia TriStar
Television, distribute game shows for "strip" first-run syndication so long as
the Company is distributing Wheel of Fortune or Jeopardy!.
37
40
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of significant accounting policies (continued)
Producers' fees, programming and other direct operating costs
Producers' fees, programming and other direct operating costs
include primarily the producers' share of both cash license fees from the sale
of programming to television stations and revenues derived from the sale of
retained advertising time to advertisers with respect to programming distributed
by the Company; participation fees payable by the Company to producers and
talent; production and distribution costs for first-run syndicated programming;
and the direct operating costs of King World Direct, the Company's direct
response marketing subsidiary. That portion of recognized revenue that is to be
paid to producers and owners of programming is accrued as the license fees are
earned. The share of license fees payable by the Company to such producers and
others is generally paid as cash license fees and revenues derived from the sale
of retained advertising time are received from television stations and
advertisers.
Selling, general and administrative expenses
Selling, general and administrative expenses include
advertising and promotion costs associated with programming distributed by the
Company, which amounted to $31,329,000, $28,084,000 and $29,824,000 in fiscal
1996, 1995 and 1994, respectively. Had the prior method of revenue recognition
been employed in fiscal 1995 and the fourth quarter of fiscal 1994, such costs
would have amounted to $27,831,000 and $31,184,000 in fiscal 1995 and 1994,
respectively. These amounts include the producers' share of such costs.
Cash equivalents and short-term investments
Cash equivalents and short-term investments are comprised
principally of municipal obligations, money market funds, money market preferred
investments, commercial paper and United States Treasury and other agency
obligations whose maturities are one year or less and are carried at amortized
cost, which approximates market value. The Company considers its highly liquid
short-term investments purchased with a maturity of three months or less to be
cash equivalents.
Producer advances and deferred costs
Producer advances and deferred costs includes production and
promotion costs, as well as talent and producer participation advances, in
connection with certain first-run syndicated
38
41
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of significant accounting policies (continued)
programs distributed by the Company for broadcast during seasons subsequent to
August 31, 1996. Such costs are charged to expense as the revenues from such
programs are earned. Advances are recouped from the share of revenues payable by
the Company to producers, talent and others.
In connection with the extension of Harpo's commitment to
produce The Oprah Winfrey Show for the 1995-1996 broadcast season, in fiscal
1994 the Company paid Harpo an advance against its minimum participation
payments for such season in the amount of $60 million, all of which was recouped
during fiscal 1996. In addition, on January 2, 1996, the Company paid Harpo two
advances of $65 million each against its minimum participation payments for each
of the 1996-1997 and 1997-1998 broadcast seasons. Based on license agreements in
place for the seasons covered by such advances, the Company believes that
revenues from the series will be sufficient to enable the Company to recoup such
advances. Such advances are refundable to the Company by Harpo and Ms. Winfrey
if King World terminates the agreement due to Harpo's failure to deliver
episodes of the series.
The Financial Accounting Standards Board has issued Statement
of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of".
The Company believes that the impact of adopting SFAS No. 121 will not be
significant.
Long-term investments
Long-term investments are comprised principally of
intermediate-term municipal obligations and United States Treasury and other
agency obligations whose maturities are between one and two years.
In fiscal 1995, the Company adopted SFAS No. 115, "Accounting
for Certain Investments in Debt and Equity Securities". Under the provisions of
SFAS No. 115, the Company's investments have been classified as "held to
maturity" and, accordingly, are recorded at amortized cost, which approximates
market value. The effect of adopting SFAS No. 115 was not material.
Fixed assets
Fixed assets are carried at cost less accumulated depreciation
and amortization. Depreciation and amortization are computed using the
straight-line method for financial reporting
39
42
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of significant accounting policies (continued)
purposes and accelerated methods for tax purposes, with estimated useful lives
of 3 to 5 years for furniture and office equipment and 5 years for film and
videotape masters. Leasehold improvements are amortized over the shorter of
their useful lives and the lease term. Depreciation and amortization expense was
approximately $800,000, $606,000 and $527,000 in fiscal 1996, 1995 and 1994,
respectively.
Stockholders' equity
Primary earnings per share has been computed using the
weighted average number of common shares outstanding of 37,684,000, 37,343,000
and 37,862,000 for the fiscal years ended August 31, 1996, 1995 and 1994,
respectively, which includes the dilutive effect from the assumed exercise of
vested and unvested stock options outstanding as of the end of each year
reported. The difference between primary and fully diluted earnings per share
for each such fiscal year was not significant.
The Company is authorized to issue 5,000,000 shares of
Preferred Stock, $.01 par value. The Board of Directors is empowered, without
further stockholder approval, to establish from time to time one or more series
of Preferred Stock and to determine the powers, preferences and special rights
of any unissued series of Preferred Stock, including voting rights, dividend
rights, terms of redemption, liquidation preferences, conversion rights and the
designation of any such series.
Industry segments and customers
The Company operates in one business segment, television
programming. The Company's major customers and principal facilities are located
within the United States. In the 1996, 1995 and 1994 fiscal years, approximately
12%, 14% and 11%, respectively, of the Company's revenues were derived from
license fees under contracts with a single broadcast group.
Use of estimates
The preparation of financial statements in conformity with
generally accepted accounting principles 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.
40
43
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(2) Pension and profit sharing plans
The Company maintains the King World Productions, Inc.
Retirement Savings Plan with an employee pre-tax salary deferral contribution
program under Section 401(k) of the Internal Revenue Code. Under the plan,
employer matching contributions may not exceed 3% of annual compensation per
employee and employer fixed contributions are limited to 3% of annual salary per
employee, subject to a maximum total employer contribution of approximately
$9,000 per employee for fiscal 1996. The plan covers substantially all of the
Company's employees.
Contributions by the Company to the plan were approximately
$491,000, $372,000 and $576,000 in fiscal 1996, 1995 and 1994, respectively.
(3) Income taxes
The components of the Company's provision for income taxes are
summarized as follows:
Year Ended August 31,
----------------------------------------
1996 1995 1994
-------- -------- --------
(Dollars in thousands)
Federal:
Current ................ $ 71,525 $ 56,741 $ 51,176
Deferred ............... (2,293) (858) (7,867)
-------- -------- --------
69,232 55,883 43,309
-------- -------- --------
State and local:
Current ................ 12,511 10,113 9,777
Deferred ............... (133) (50) (547)
-------- -------- --------
12,378 10,063 9,230
-------- -------- --------
Total .............. $ 81,610 $ 65,946 $ 52,539
======== ======== ========
Deferred income taxes and benefits are provided for any income
and expense items that are recognized in different years for tax return and
financial reporting purposes. For fiscal years prior to 1994, such deferred
income taxes arose primarily due to differences in the revenue recognition
methods employed by the Company with respect to license fee income. As discussed
in Note 1, in the fourth quarter of fiscal 1994 the Company prospectively
adopted a change in accounting for revenue recognition. As a result of such
change, license fees are now recognized in the same year for tax return and
financial reporting purposes. Accordingly, as of August 31, 1994, no temporary
difference existed with respect to this item. No other individual temporary
difference gives rise to significant deferred tax assets or liabilities.
41
44
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The current provision in each period presented above does not
include reductions to income taxes payable attributable to the exercise of stock
options. See Note 5.
Following is a reconciliation of the Company's provi-
sion for income taxes to the tax computed at the U.S. statutory
rate:
Year Ended August 31,
----------------------------------------
1996 1995 1994
-------- -------- --------
(Dollars in thousands)
Tax at U.S. statutory
rate ............................................ $ 81,064 $ 64,140 $ 49,293
State tax provision, net
of Federal benefit .............................. 8,046 6,541 6,000
Tax-exempt interest and
dividend income ................................. (5,370) (4,799) (3,367)
Other, net ........................................ (2,130) 64 613
-------- -------- --------
$ 81,610 $ 65,946 $ 52,539
======== ======== ========
Income taxes paid approximated $76.8 million, $64.6 million
and $49.8 million in fiscal 1996, 1995 and 1994, respectively.
(4) Commitments and contingencies
License fees
The Company has entered into agreements with television
stations for the future distribution of program material in television seasons
commencing with the 1996-1997 season and extending as far into the future as the
1999-2000 broadcast season, under which the revenues and related expenses will
not be recognized until the license periods thereunder have begun and certain
other conditions are satisfied. As of October 17 1996, the gross amount of
license fees under such agreements approximated $1.4 billion, of which
approximately $850 million is payable to producers and others and is to be
recognized as an expense. The recognition of such amounts in the consolidated
financial statements of the Company in fiscal years subsequent to August 31,
1996 is subject to the satisfaction of several conditions, including, with
respect to amounts attributable to The Oprah Winfrey Show, the commitment of the
producer and Ms. Winfrey to continue to produce and host the show after the
1997-1998 television season (which they are not contractually obligated to do).
Such amounts do not include sales of advertising time retained during the
broadcast of such program material or foreign
42
45
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(4) Commitments and contingencies (continued)
license fees and do not reflect the production costs to be incurred for
programming produced by King World.
Operating leases
Rent expense under operating leases covering office
facilities, production studios and equipment amounted to approximately
$2,559,000, $2,548,000 and $2,599,000 for fiscal 1996, 1995 and 1994,
respectively. Office and studio leases are subject to price escalations for
certain costs. Aggregate future minimum rental commitments for these leases as
of August 31, 1996 were as follows:
Year Ending August 31,
----------------------
(Dollars in thousands)
1997............................... $2,220
1998............................... 1,217
1999............................... 1,032
2000............................... 1,011
2001............................... 1,044
Employment and production agreements
As of August 31, 1996, the Company had entered into employment
agreements and agreements with independent contractors relating to programming
being or to be produced by King World which provide for aggregate minimum annual
compensation as follows:
Year Ending August 31,
----------------------
(Dollars in thousands)
1997.............................. $22,032
1998.............................. 6,554
1999.............................. 5,269
2000.............................. 3,800
2001.............................. --
In December 1995, the Company entered into new employment
agreements with its President and Chief Executive Officer and its Chairman of
the Board. The agreements provide, among other things, for performance-based
bonuses, including bonuses payable upon the introduction of new shows and
bonuses which vary depending on the Company's net income and Common Stock price
during preestablished measurement periods. The Company has recognized the impact
of certain of these bonuses in its operating results for fiscal 1996, which
includes all amounts payable in accordance with the terms of such employment
agreements.
43
46
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(4) Commitments and contingencies (continued)
Legal matters
The Company is subject to legal proceedings and claims which
arise in the ordinary course of its business. In the opinion of management, the
amount of ultimate liability, if any, with respect to these actions will not
have a material adverse effect on the financial position of the Company.
(5) Stock plans
In fiscal 1996, the Company adopted the 1995 Amended and
Restated Stock Option and Restricted Stock Purchase Plan (the "Option/Stock
Plan"), which amended and restated the Company's Amended and Restated Stock
Option and Restricted Stock Purchase Plan and reserved 3,000,000 additional
shares for grants and awards thereunder. The Option/Stock Plan provides for
grants of incentive stock options ("ISOs") and non-qualified stock options, as
well as awards of shares of restricted stock, subject to certain conditions. The
Option/Stock Plan is currently administered by the Compensation Committee of the
Board of Directors.
For ISOs granted pursuant to the Option/Stock Plan, the
exercise price of options may not be less than the fair market value of the
shares on the date of grant and the options may not have a term in excess of ten
years. The Compensation Committee has the power to determine the vesting periods
for options granted under the Option/Stock Plan. Only full-time employees of the
Company and its subsidiaries may be granted ISOs under the Option/Stock Plan.
ISOs granted under the Option/Stock Plan are intended to qualify as "incentive
stock options" within the meaning of Section 422(b) of the Internal Revenue Code
of 1986, as amended (the "Code").
For non-qualified options granted pursuant to the Option/Stock
Plan, the exercise price of options may be more than, less than or equal to the
fair market value of the shares on the date of grant (in the discretion of the
Compensation Committee), and the options may be immediately exercisable (in the
discretion of the Compensation Committee) and may not have a term in excess of
ten years and one day. Employees, directors and officers of, and consultants or
suppliers to, the Company and its subsidiaries may be granted non-qualified
options under the Option/Stock Plan.
Awards of restricted stock may be granted under the Op-
tion/Stock Plan to purchase shares of Common Stock for a price per share that
may be more than, equal to or less than the fair
44
47
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5) Stock plans (continued)
market value of such shares on the date of the award. The Compensation Committee
has the right to determine vesting provisions, transfer restrictions and other
conditions or restrictions with respect to each award. To date, no awards of
restricted stock have been granted under the Option/Stock Plan or its
predecessor plans.
In fiscal 1989, the Company adopted the Incentive Equity Plan
for Senior Executives, pursuant to which an aggregate 2,550,000 shares of Common
Stock were reserved for issuance to the Company's Chairman of the Board,
President and Chief Executive Officer, and Executive Vice President and Chief
Operating Officer, upon the exercise of options granted thereunder. Each of the
Chairman of the Board and the President and Chief Executive Officer was granted
non-qualified stock options to purchase 1,200,000 shares of Common Stock,
975,000 at an exercise price of $15.75 (the approximate fair market value on the
date of grant) and 225,000 at an exercise price of $.01; the Executive Vice
President was granted non-qualified stock options to purchase 150,000 shares of
Common Stock, 120,000 at an exercise price of $15.75 and 30,000 at an exercise
price of $.01. No additional options may be granted under the Executive Plan.
The following tables set forth options outstanding as well as
options exercisable and available for grant at August 31, 1995 and 1996, and
options forfeited and exercised during fiscal 1995 and 1996, together with the
related option prices:
45
48
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5) Stock plans (continued)
Option/Stock
Plan
----------------------------
Non-Qualified Executive
Fiscal 1995 ISOs Options Plan
----------- ---------------------------- -------
Granted .............. -- 91,000 --
Prices ranging:
From ............. -- $ 35.50 --
To ............... -- $ 40.13 --
Forfeited ............ -- 170,600 --
Exercised ............ 9,000 162,527 --
Prices ranging:
From ............. $ 15.75 $ 10.00 --
To ............... $ 26.59 $ 36.38 --
Outstanding at
August 31, 1995 .... 92,800 1,621,602 510,000
Prices ranging:
From ............. $ 7.05 $ .01 $ .01
To ............... $ 37.25 $ 40.88 $ 15.75
Exercisable at
August 31, 1995 .... 50,237 746,865 510,000
Prices ranging:
From ............. $ 7.05 $ .01 $ .01
To ............... $ 37.25 $ 40.88 $ 15.75
Available for
grant at
August 31, 1995...... 1,047,698 --
--------------------------- --------
Option/Stock
Plan
-----------------------------
Non-Qualified Executive
Fiscal 1996 ISOs Options Plan
----------- ----------------------------- -------
Granted .............. -- 3,432,500 --
Prices ranging:
From ............. -- $ 35.38 --
To ............... -- $ 43.59 --
Forfeited ............ 40,563 98,937 --
Exercised ............ 35,454 355,540 --
Prices ranging:
From ............. $ 7.05 $ .01 --
To ............... $ 24.17 $ 40.88 --
Outstanding at
August 31, 1996 .... 16,783 4,599,625 510,000
Prices ranging:
From ............. $ 7.06 $ 8.55 $ .01
To ............... $ 37.25 $ 43.59 $ 15.75
Exercisable at
August 31, 1996 .... 15,283 1,374,325 510,000
Prices ranging:
From ............. $ 7.06 $ 8.55 $ .01
To ............... $ 37.25 $ 40.88 $ 15.75
Available for
grant at
August 31, 1996..... 754,698 --
--------------------------- ----------
In addition, in connection with the extensions of the
Company's rights to distribute The Oprah Winfrey Show for the 1993-1994,
1994-1995 and 1995-1996 broadcast seasons, the Company granted options to the
principals of Harpo to purchase an aggregate 1.5 million shares of Common Stock.
During fiscal 1996, options to purchase 450,000 shares of Common Stock were
exercised at an exercise price of $25.50 per share. As of August 31, 1996,
options to purchase 1.05 million shares of Common Stock remained outstanding,
all of which were fully vested. Options to purchase 550,000 such shares bear
exercise prices of $25.50 per share and
46
49
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5) Stock plans (continued)
the remainder bear exercise prices of $33.625 per share. On October 6, 1995, in
connection with Harpo's and Ms. Winfrey's commitment to continue to produce and
host the show for the 1996-1997 and 1997-1998 broadcast seasons, the Company
granted options to the principals of Harpo to purchase an aggregate 500,000
shares of Common Stock, which options are exercisable at a price of $36.00 per
share (the closing market price of the Common Stock on the date of grant). The
Company has agreed to grant the principals of Harpo options to purchase 250,000
additional shares of Common Stock if Harpo and Ms. Winfrey elect to produce and
host The Oprah Winfrey Show for distribution by the Company in the 1998-1999
broadcast season, and 250,000 additional shares if they elect to produce and
host the show for distribution by the Company in the 1999-2000 broadcast season.
The exercise prices of such options will be the closing market prices of the
Common Stock on the date on which the election to produce and host the series
for the additional season in question is made.
The Company realizes a tax benefit in respect of non-qualified
stock options based on the difference between the exercise price of the Common
Stock subject to the option and the market price thereof on the date of
exercise. Tax deductions related to compensation expense in excess of that taken
for financial reporting purposes are added to paid-in capital in the period of
the tax deduction. The amount of such tax deductions added to paid-in capital
approximated $1,342,000, $1,758,000 and $1,162,000 in fiscal 1996, 1995 and
1994, respectively.
(6) Stock repurchases
In December 1992, the Company announced that the Board of
Directors had approved a program to repurchase up to 2,000,000 shares of its
Common Stock from time to time in the open market and in privately negotiated
transactions. By August 31, 1996, the Company had purchased all 2,000,000 shares
authorized to be purchased under such program. In the fiscal years ended August
31, 1996, 1995 and 1994, 301,200, 180,500 and 753,100 shares, respectively, of
Common Stock were repurchased in open market transactions for aggregate
consideration of approximately $10.9 million (or approximately $36.20 per
share), $6.1 million (or approximately $33.80 per share), and $28.9 million (or
approximately $38.40 per share), respectively.
47
50
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(7) Quarterly financial summaries (unaudited)
1st 2nd 3rd 4th Fiscal
Quarter Quarter Quarter Quarter Year
------- ------- ------- ------- ----
(Dollars in thousands except per share data)
Fiscal 1996:
Revenues ....... $162,139 $176,784 $165,763 $158,740 $663,426
Revenues less
direct costs . 64,048 68,744 67,115 66,025 265,932
Income before
provision
for income
taxes ........ 66,320(1) 55,393 55,227 54,670 231,610(1)
Net income ..... 43,662(1) 35,162 35,186 35,990 150,000(1)
Primary earnings
per share .... $ 1.17(1) $ .93 $ .92 $ .95 $ 3.98(1)
======== ======== ======== ======== ========
(1) Income before provision for income taxes, net income and primary earnings
per share include a nonrecurring gain of approximately $14.1 million, $10.3
million and $.27, respectively, as a result of the Company's sale of Buffalo to
LIN Television Corporation for $95 million in cash which closed in October 1995.
See Note 8.
1st 2nd 3rd 4th Fiscal
Quarter Quarter Quarter Quarter Year
------- ------- ------- ------- ----
(Dollars in thousands except per share data)
Fiscal 1995:
Revenues ....... $147,084 $143,732 $142,632 $140,738 $574,186
Revenues less
direct costs . 58,646 58,398 58,368 57,238 232,650
Income before
provision
for income
taxes ........ 44,555 45,716 45,600 47,387 183,258
Net income ..... 27,868 29,891 29,221 30,332 117,312
Primary earnings
per share .... $ .75 $ .80 $ .78 $ .81 $ 3.14
======== ======== ======== ======== ========
(8) Buffalo Broadcasting Co. Inc.
In October 1995 the Company closed its agreement to sell WIVB-TV, the
CBS-affiliated VHF television station in Buffalo, New York, to LIN Television
Corporation for $95 million in cash. As a result of this transaction, the
Company recorded a nonrecurring gain of approximately $14.1 million, of which
approximately $9.8 million represents cash proceeds to the Company from the
sale. The remaining $4.3 million of such gain represents the reversal of
previously recognized accounting losses (with no associated income tax effect)
in excess of the Company's original investment.
The Company acquired Buffalo Broadcasting Co. Inc. ("Buffalo") in
December 1988 in a highly leveraged transaction. In April 1992, the Company and
Buffalo's lenders entered into an agreement providing for a financial
restructuring of Buffalo effective August 4, 1992. As a result of such
restructuring, Buffalo ceased to be a consolidated subsidiary of King World.
48
51
KING WORLD PRODUCTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company's investment in Buffalo subsequent to the restructuring was carried
at cost.
49
52
PART III
The information required by Part III of Form 10-K is
incorporated by reference from the registrant's definitive proxy statement for
its 1997 annual meeting of stockholders, which is to be filed pursuant to
Regulation 14A not later than December 29, 1996.
PART IV
Item 10. EXHIBITS, FINANCIAL STATEMENTS
AND REPORTS ON FORM 8-K
(a)(1 and 2) Financial Statements. See Index to
Consolidated Financial Statements which appears on page 28 of
this Annual Report.
(3) Exhibits:
Exhibit
Number Description
- ------ -----------
3.1. Registrant's Restated Certificate of Incorpo-
ration (incorporated by reference to Exhib-
it 3.1 to the Registrant's Registration
Statement No. 2-93987).
3.2. Certificate of Amendment to the Registrant's
Restated Certificate of Incorporation (incor-
porated by reference to Exhibit 3.3 to the
Registrant's Registration Statement No. 33-
8357).
3.3. Registrant's By-laws, as amended April 28,
1988 and October 10, 1996.
10.1. Agreement dated July 12, 1984 between Leo A.
Gutman, Inc. and the Registrant with exhibits
(incorporated by reference to Exhibit 10.3 to
the Registrant's Registration Statement
No. 2-93987).
10.2. Agreements dated August 6, 1970, July 31,
1970, and May 29, 1969, between Hal Roach
Studios, Inc. and the Registrant, with amend-
ment dated June 8, 1983 and exhibits (incor-
porated by reference to Exhibit 10.5 to the
Registrant's Registration Statement No. 2-
93987).
50
53
Exhibit
Number Description
- ------ -----------
10.3.** Distribution Agreement dated December 15,
1982, between Califon Productions, Inc. and
the Registrant, with amendment dated July 8,
1983 (incorporated by reference to
Exhibit 10.7 to the Registrant's Registration
Statement No. 2-93987).
10.4.** Amendment, dated April 23, 1990, to the Dis-
tribution Agreement dated December 15, 1982,
between Califon Productions, Inc. and the
Registrant (incorporated by reference to
Exhibit 10.4 to the Registrant's Annual Re-
port on Form 10-K for the fiscal year ended
August 31, 1995).
10.5.** Distribution Agreement dated November 1,
1983, between Califon Productions, Inc. and
the Registrant, with amendment dated
March 26, 1984 (incorporated by reference to
Exhibit 10.9 to the Registrant's Registration
Statement No. 2-93987).
10.6. Employment Agreement, dated December 20,
1995, between Mr. Roger King and the Regis-
trant (incorporated by reference to Exhibit
10.1 to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended Febru-
ary 29, 1996).
10.7. Employment Agreement, dated December 20,
1995, between Mr. Michael King and the Regis-
trant (incorporated by reference to Exhibit
10.2 to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended Febru-
ary 29, 1996).
10.8. Employment or consulting agreements, date De-
cember 23, 1993, between the Registrant and
Stephen W. Palley (incorporated by reference
to Exhibit 10.6 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
August 31, 1994).
- -----------------------
* Certain information in this exhibit is deleted pursuant to an order of the
Securities and Exchange Commission granting confidential treatment.
** Certain information in this exhibit is deleted pursuant to a request to the
Securities and Exchange Comission for confidential treatment.
51
54
Exhibit
Number Description
- ------ -----------
10.9. Employment between the Registrant and the
individuals named below:
Name of Employee
or Consultant Date of Agreement
------------- -----------------
Steven Hirsch . . . . . September 3, 1996
Jonathan Birkhahn . . . September 1, 1996
Michael Spiessbach. . . September 3, 1996
Robert V. Madden. . . . September 3, 1996
10.10. King World Productions, Inc. Retirement Sav-
ings Plan dated September 17, 1992 (incorpo-
rated by reference to Exhibit 10.7 to the
Registrant's Annual Report on Form 10-K for
the fiscal year ended August 31, 1993).
10.11. Amended and Restated Stock Option and Restricted Stock
Purchase Plan of the Registrant (incorporated by reference to
the Registrant's Registration Statement No. 33-54691).
10.12. Incentive Equity Compensation Plan for Senior
Executives of the Registrant (incorporated by
reference to Exhibit 4.1 to the Registrant's
Registration Statement No. 33-30695).
10.13. Agreement dated as of May 1, 1991, among the
Registrant and the stockholders named there-
in.
10.14. Form of Indemnification Agreement between the Registrant and
the Registrant's directors (incorporated by reference to
Exhibit 10.15 to the Registrant's Annual Report on Form 10- K
for the fiscal year ended August 31, 1992).
10.15.** Agreement dated January 30, 1987 between the
Registrant and Harpo, Inc. and amendment
thereto dated July 29, 1988 (incorporated by
reference to Exhibit 10.12 to the
- -----------------------
* Certain information in this exhibit is deleted pursuant to an order of the
Securities and Exchange Commission granting confidential treatment.
** Certain information in this exhibit is deleted pursuant to a request to the
Securities and Exchange Comission for confidential treatment.
52
55
Exhibit
Number Description
- ------ -----------
Registrant's Annual Report on Form 10-K for
the fiscal year ended August 31, 1993)
10.16.** Amendment dated as of October 15, 1989 to the Agreement dated
January 30, 1987 between the Registrant and Harpo, Inc.
(incorporated by reference to Exhibit 10.13 to the
Registrant's Annual report on Form 10-K for the fiscal year
ended August 31, 1995).
10.17.* Agreement dated as of January 28, 1991 be-
tween the Registrant and Harpo, Inc.
10.18.** Agreement dated as of March 17, 1994 between
the Registrant and Harpo, Inc. (incorporated
by reference to 8-K/A dated May 18, 1994).
10.19.* Agreement dated as of October 6, 1995 between
the Registrant and Harpo, Inc. (incorporated
by reference to Exhibit 10.3 to the
Registrant's Quarterly Report on Form 10-Q/A
for the fiscal quarter ended February 29,
1996).
10.20. Stock Option Agreement dated as of
January 28, 1991 between the registrant and Oprah Winfrey
(incorporated by reference to Exhibit 10.2 to the Registrant's
Registration Statement No. 33-71696).
10.21. Stock Option Agreement dated as of
January 28, 1991 between the registrant and
Jeffrey D. Jacobs (incorporated by reference
to Exhibit 10.3 to the Registrant's Registra-
tion Statement No. 33-71696).
10.22. Form of Stock Option Agreement between the registrant and
Oprah Winfrey (incorporated by reference to Exhibit 10.19 to
the Registrant's Annual report on Form 10-K for the fiscal
year ended August 31, 1995).
- -----------------------
* Certain information in this exhibit is deleted pursuant to an order of the
Securities and Exchange Commission granting confidential treatment.
** Certain information in this exhibit is deleted pursuant to a request to the
Securities and Exchange Comission for confidential treatment.
53
56
Exhibit
Number Description
- ------ -----------
10.23. Form of Stock Option Agreement between the registrant and
Jeffrey D. Jacobs (incorporated by reference to Exhibit 10.20
to the Registrant's Annual report on Form 10-K for the fiscal
year ended August 31, 1995).
10.24.* Agreement dated as of June 2, 1988 between
King World F.S.C. Corporation and Unilever
N.V. and amendment thereto dated as of June
13, 1989 (incorporated by reference to Exhib-
it 10.20 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended August
31, 1994).
10.25.* Amendment dated as of September 19, 1991 to
the Agreement dated as of June 2, 1988 be-
tween King World F.S.C. Corporation and
Unilever N.V. (incorporated by reference to
Exhibit 10.20 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
August 31, 1992).
10.26* Amendment dated June 13, 1994 to the
Agreement dated June 2, 1988, as amended as
of June 13, 1989 and September 19, 1991,
between King World F.S.C. Corporation and
Unilever N.V. (incorporated by reference to
Exhibit 10.22 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
August 31, 1994).
10.27* Amendment dated as of July 11, 1995 to the
Agreement dated June 2, 1988, as amended as
of June 13, 1989, September 19, 1991 and as
of June 13, 1994 between King World F.S.C.
Corporation and Unilever N.V. (incorporated
by reference to Exhibit 10.24 to the
Registrant's Annual Report on Form 10-K for
the fiscal year ended August 31, 1995).
10.28** Amendment dated as of September 1, 1996 to
the Agreement dated June 2, 1988, as amended
as of June 13, 1989, September 19, 1991, June
- -----------------------
* Certain information in this exhibit is deleted pursuant to an order of the
Securities and Exchange Commission granting confidential treatment.
** Certain information in this exhibit is deleted pursuant to a request to the
Securities and Exchange Comission for confidential treatment.
54
57
Exhibit
Number Description
- ------ -----------
13, 1994 and July 11, 1995 between King World F.S.C.
Corporation and Unilever N.V.
10.29. Restructuring Agreement dated as of April 30,
1992 among Buffalo Broadcasting Co. Inc., the
Holders named therein and Buffalo Management
Enterprises Co., Inc., together with Exhibits
thereto.
10.30. Letter Agreements dated December 18, 1992 be-
tween the Registrant and each of Roger King
and Michael King and Cross Receipt dated
December 18, 1992 (incorporated by reference
to Exhibit 10.20 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
August 31, 1993).
21.1. List of Subsidiaries of the Registrant.
23.1. Consent of Independent Public Accountants.
(b) Reports on Form 8-K filed during the last quarter of the
fiscal year ended August 31, 1996:
None.
55
58
For the purposes of complying with the amendments to
the rules governing Form S-8 under the Securities Act of 1933, as
amended, the undersigned registrant hereby undertakes as follows, which
undertaking shall be incorporated by reference into registrant's
Registration Statements on Form S-8 Nos. 33-30694 and 33-30695 (filed
August 24, 1990), No. 33-54691 (filed on July 22, 1994) and No.
333-11363 (filed on September 4, 1996):
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than for the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
56
59
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.
Date: November 14, 1996 KING WORLD PRODUCTIONS, INC.
By /s/ Michael King
------------------------------
Michael King
President and Interim
Chief Operating Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
President and November 14, 1996
Director (principal
/s/ Michael King executive officer)
- ---------------------
Michael King
/s/ Roger King Director November 14, 1996
- ---------------------
Roger King
/s/ Diana King Director November 14, 1996
- ---------------------
Diana King
/s/ Richard King Director November 14, 1996
- ---------------------
Richard King
/s/ Ronald S. Konecky Director November 14, 1996
- ---------------------
Ronald S. Konecky
/s/ James M. Rupp Director November 14, 1996
- ---------------------
James M. Rupp
57
60
Signature Title Date
- --------- ----- ----
/s/ Joel Chaseman Director November 14, 1996
- ---------------------
Joel Chaseman
/s/ Steven A. LoCascio
- --------------------- Interim Chief Financial November 14, 1996
Steven A. LoCascio Officer (principal
financial officer)
/s/ Steven A. Locascio
- --------------------- Vice President and November 14, 1996
Steven A. LoCascio Controller
(principal accounting
officer)
58
61
EXHIBIT INDEX
Exhibit
No. Description
- --- -----------
3.1. Registrant's Restated Certificate of Incorpora-
tion (incorporated by reference to Exhibit 3.1
to the Registrant's Registration Statement
No. 2-93987).
3.2. Certificate of Amendment to the Registrant's
Restated Certificate of Incorporation (incorpo-
rated by reference to Exhibit 3.3 to the Regi-
strant's Registration Statement No. 33-8357).
3.3. Registrant's By-laws, as amended April 28, 1988
and October 10, 1996.
10.1. Agreement dated July 12, 1984 between Leo A.
Gutman, Inc. and the Registrant with exhibits
(incorporated by reference to Exhibit 10.3 to
the Registrant's Registration Statement
No. 2-93987).
10.2. Agreements dated August 6, 1970, July 31, 1970,
and May 29, 1969, between Hal Roach Studios,
Inc. and the Registrant, with amendment dated
June 8, 1983 and exhibits (incorporated by
reference to Exhibit 10.5 to the Registrant's
Registration Statement No. 2-93987).
10.3.** Distribution Agreement dated December 15, 1982,
between Califon Productions, Inc. and the Reg-
istrant, with amendment dated July 8, 1983
(incorporated by reference to Exhibit 10.7 to
the Registrant's Registration Statement
No. 2-93987).
10.4.** Amendment, dated April 23, 1990, to the Distribu-
tion Agreement dated December 15, 1982, between
Califon Productions, Inc. and the Registrant
(incorporated by reference to Exhibit 10.4 to
the Registrant's Annual Report on Form
- -----------------------
* Certain information in this exhibit is deleted pursuant to an order of the
Securities and Exchange Commission granting confidential treatment.
** Certain information in this exhibit is deleted pursuant to a request to the
Securities and Exchange Commission for confidential treatment.
62
Exhibit
No. Description
- --- -----------
10-K for the fiscal year ended August 31,
1995).
10.5.** Distribution Agreement dated November 1, 1983,
between Califon Productions, Inc. and the Reg-
istrant, with amendment dated March 26, 1984
(incorporated by reference to Exhibit 10.9 to
the Registrant's Registration Statement
No. 2-93987).
10.6. Employment Agreement, dated December 20, 1995,
between Mr. Roger King and the Registrant
(incorporated by reference to Exhibit 10.1 to
the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended February 29, 1996).
10.7. Employment Agreement, dated December 20, 1995,
between Mr. Michael King and the Registrant
(incorporated by reference to Exhibit 10.2 to
the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended February 29,
1996).
10.8. Employment or consulting agreements, date De-
cember 23, 1993, between the Registrant and
Stephen W. Palley (incorporated by reference to
Exhibit 10.6 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended August
31, 1994).
10.9. Employment between the Registrant and the indi-
viduals named below:
Name of Employee
or Consultant Date of Agreement
------------- -----------------
Steven Hirsch . . . . . September 3, 1996
Jonathan Birkhahn . . . September 1, 1996
Michael Spiessbach. . . September 3, 1996
Robert V. Madden. . . . September 3, 1996
- -----------------------
* Certain information in this exhibit is deleted pursuant to an order of the
Securities and Exchange Commission granting confidential treatment.
** Certain information in this exhibit is deleted pursuant to a request to the
Securities and Exchange Commission for confidential treatment.
2
63
Exhibit
No. Description
- --- -----------
10.10. King World Productions, Inc. Retirement Savings
Plan dated September 17, 1992 (incorporated by
reference to Exhibit 10.7 to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended August 31, 1993).
10.11. Amended and Restated Stock Option and Re-
stricted Stock Purchase Plan of the Registrant
(incorporated by reference to the Registrant's
Registration Statement No. 33-54691).
10.12. Incentive Equity Compensation Plan for Senior
Executives of the Registrant (incorporated by
reference to Exhibit 4.1 to the Registrant's
Registration Statement No. 33-30695).
10.13. Agreement dated as of May 1, 1991, among the
Registrant and the stockholders named therein.
10.14. Form of Indemnification Agreement between the
Registrant and the Registrant's directors
(incorporated by reference to Exhibit 10.15 to
the Registrant's Annual Report on Form 10-K
for the fiscal year ended August 31, 1992).
10.15.** Agreement dated January 30, 1987 between the
Registrant and Harpo, Inc. and amendment thereto
dated July 29, 1988 (incorporated by reference to
Exhibit 10.12 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended August 31,
1993)
10.16.** Amendment dated as of October 15, 1989 to the
Agreement dated January 30, 1987 between the
Registrant and Harpo, Inc. (incorporated by
reference to Exhibit 10.13 to the Registrant's
Annual report on Form 10-K for the fiscal year
ended August 31, 1995).
- -----------------------
* Certain information in this exhibit is deleted pursuant to an order of the
Securities and Exchange Commission granting confidential treatment.
** Certain information in this exhibit is deleted pursuant to a request to the
Securities and Exchange Commission for confidential treatment.
3
64
Exhibit
No. Description
- --- -----------
10.17.* Agreement dated as of January 28, 1991 between
the Registrant and Harpo, Inc.
10.18.** Agreement dated as of March 17, 1994 between
the Registrant and Harpo, Inc. (incorporated by
reference to 8-K/A dated May 18, 1994).
10.19.* Agreement dated as of October 6, 1995 between the
Registrant and Harpo, Inc. (incorporated by
reference to Exhibit 10.3 to the Registrant's
Quarterly Report on Form 10-Q/A for the fiscal
quarter ended February 29, 1996).
10.20. Stock Option Agreement dated as of January 28,
1991 between the registrant and Oprah Winfrey
(incorporated by reference to Exhibit 10.2 to the
Registrant's Registration Statement No. 33-71696).
10.21. Stock Option Agreement dated as of January 28,
1991 between the registrant and Jeffrey D.
Jacobs (incorporated by reference to Exhibit
10.3 to the Registrant's Registration Statement
No. 33-71696).
10.22. Form of Stock Option Agreement between the
registrant and Oprah Winfrey (incorporated by
reference to Exhibit 10.19 to the Registrant's
Annual report on Form 10-K for the fiscal year
ended August 31, 1995).
10.23. Form of Stock Option Agreement between the
registrant and Jeffrey D. Jacobs (incorporated by
reference to Exhibit 10.20 to the Registrant's
Annual report on Form 10-K for the fiscal year
ended August 31, 1995).
10.24.* Agreement dated as of June 2, 1988 between King
World F.S.C. Corporation and Unilever N.V. and
amendment thereto dated as of June 13, 1989
- -----------------------
* Certain information in this exhibit is deleted pursuant to an order of the
Securities and Exchange Commission granting confidential treatment.
** Certain information in this exhibit is deleted pursuant to a request to the
Securities and Exchange Commission for confidential treatment.
4
65
Exhibit
No. Description
- --- -----------
(incorporated by reference to Exhibit 10.20 to
the Registrant's Annual Report on Form 10-K for
the fiscal year ended August 31, 1994).
10.25.* Amendment dated as of September 19, 1991 to the
Agreement dated as of June 2, 1988 between King
World F.S.C. Corporation and Unilever N.V.
(incorporated by reference to Exhibit 10.20 to
the Registrant's Annual Report on Form 10-K for
the fiscal year ended August 31, 1992).
10.26* Amendment dated June 13, 1994 to the Agreement
dated June 2, 1988, as amended as of June 13,
1989 and September 19, 1991, between King World
F.S.C. Corporation and Unilever N.V. (incorpo-
rated by reference to Exhibit 10.22 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended August 31, 1994).
10.27* Amendment dated as of July 11, 1995 to the
Agreement dated June 2, 1988, as amended as of
June 13, 1989, September 19, 1991 and as of
June 13, 1994 between King World F.S.C. Corpo-
ration and Unilever N.V. (incorporated by ref-
erence to Exhibit 10.24 to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended August 31, 1995).
10.28** Amendment dated as of September 1, 1996 to the
Agreement dated June 2, 1988, as amended as of
June 13, 1989, September 19, 1991, June 13,
1994 and July 11, 1995 between King World
F.S.C. Corporation and Unilever N.V.
10.29. Restructuring Agreement dated as of April 30,
1992 among Buffalo Broadcasting Co. Inc., the
Holders named therein and Buffalo Management
Enterprises Co., Inc., together with Exhibits
thereto.
- -----------------------
* Certain information in this exhibit is deleted pursuant to an order of the
Securities and Exchange Commission granting confidential treatment.
** Certain information in this exhibit is deleted pursuant to a request to the
Securities and Exchange Commission for confidential treatment.
5
66
Exhibit
No. Description
- --- -----------
10.30. Letter Agreements dated December 18, 1992 be-
tween the Registrant and each of Roger King and
Michael King and Cross Receipt dated Decem-
ber 18, 1992 (incorporated by reference to
Exhibit 10.20 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended
August 31, 1993).
21.1. List of Subsidiaries of the Registrant.
23.1. Consent of Independent Public Accountants.
- -----------------------
* Certain information in this exhibit is deleted pursuant to an order of the
Securities and Exchange Commission granting confidential treatment.
** Certain information in this exhibit is deleted pursuant to a request to the
Securities and Exchange Commission for confidential treatment.
6