<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------
Form 10-Q
[X]Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 for the quarterly period ended September 30, 2000.
or
[_]Transition report pursuant to Section 13 of 15(d) of the Securities
Exchange Act of 1934 for transition period from to .
Commission File No. 333-38689
----------------
FOX SPORTS NETWORKS, LLC
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 95-4577574
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
1440 South Sepulveda Boulevard, Los Angeles, CA 90025
(Address of principal executive offices)
Registrant's telephone number, including area code: (310) 444-8123
----------------
Indicate by check mark whether the Registrant has (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) been subject to such
filing requirements for the past 90 days.
Yes [X] No [_]
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<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
FOX SPORTS NETWORKS, LLC
(A Delaware Limited Liability Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2000 and June 30, 2000
(Dollars in thousands)
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
------------- ----------
(unaudited)
<S> <C> <C>
ASSETS
------
Current assets:
Cash and cash equivalents........................... $ 30,483 $ 25,891
Trade and other receivables, net of allowance for
doubtful accounts of $8,232 at September 30, 2000
and $9,621 at June 30, 2000........................ 194,396 165,010
Receivables from equity affiliates, net............. 23,055 5,616
Program rights...................................... 138,228 127,667
Prepaid expenses and other current assets........... 37,478 29,322
---------- ----------
Total current assets.............................. 423,640 353,506
Property and equipment, net........................... 62,084 58,186
Investments in affiliates............................. 939,873 952,723
Program rights........................................ 158,470 138,262
Excess cost, net...................................... 476,623 480,087
Other assets.......................................... 45,085 43,633
---------- ----------
Total Assets...................................... $2,105,775 $2,026,397
========== ==========
LIABILITIES AND MEMBERS' EQUITY
-------------------------------
Current liabilities:
Accounts payable and accrued expenses............... $ 149,662 $ 169,390
Program rights payable.............................. 99,123 79,688
Current portion of long-term debt................... 2,511 2,470
Accrued interest.................................... 6,194 16,988
Other current liabilities........................... 11,288 11,532
---------- ----------
Total current liabilities......................... 268,778 280,068
Non-current program rights payable.................... 100,020 107,310
Long-term debt, net of current portion................ 1,668,522 1,588,914
Minority interest..................................... 27,211 25,412
Commitments and contingencies
Members' equity....................................... 41,244 24,693
---------- ----------
Total Liabilities and Members' Equity............. $2,105,775 $2,026,397
========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
2
<PAGE>
FOX SPORTS NETWORKS, LLC
(A Delaware Limited Liability Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended September 30, 2000 and 1999
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
----------------------
2000 1999
----------- ----------
(unaudited) (unaudited)
<S> <C> <C>
Revenues:
Programming........................................... $116,370 $101,120
Advertising........................................... 57,832 52,949
Direct broadcast...................................... 37,623 31,940
Other................................................. 21,058 20,489
-------- --------
232,883 206,498
-------- --------
Expenses:
Operating............................................. 147,587 142,882
General and administrative............................ 21,284 17,612
Depreciation and amortization......................... 13,869 7,072
-------- --------
182,740 167,566
-------- --------
Operating income........................................ 50,143 38,932
-------- --------
Other (income) expenses:
Interest, net......................................... 35,457 30,628
Subsidiaries' income tax (benefit) expense, net....... -- (75)
Equity (income) loss of affiliates, net............... (3,680) 2,044
Other, net............................................ 16 69
Minority interest..................................... 1,799 1,874
-------- --------
33,592 34,540
-------- --------
Net income.............................................. $ 16,551 $ 4,392
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
FOX SPORTS NETWORKS, LLC
(A Delaware Limited Liability Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended September 30, 2000 and 1999
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
----------------------
2000 1999
----------- ----------
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income........................................... $ 16,551 $ 4,392
Adjustments to reconcile net income to net cash used
in operating activities:
Depreciation and amortization...................... 13,869 7,072
Interest accretion and amortization of debt
issuance costs.................................... 8,621 8,797
Loss on sale of assets............................. 17 --
Equity (income) loss of affiliates, net............ (3,680) 2,044
Minority interest.................................. 1,799 1,874
Changes in operating assets and liabilities:
Trade and other receivables........................ (29,386) (15,357)
Program rights..................................... (30,769) (17,608)
Prepaid expenses and other operating assets........ (15,819) (5,383)
Accounts payable and accrued expenses.............. (19,728) (25,897)
Program rights payable............................. 12,145 23,994
Other operating liabilities........................ (11,038) 1,326
--------- --------
Net cash used in operating activities............ (57,418) (14,746)
--------- --------
Cash flows from investing activities:
Advances from equity affiliates...................... 999 6,826
Advances to equity affiliates........................ (18,438) (28,716)
Purchases of property and equipment.................. (8,695) (4,482)
Investments in equity affiliates..................... (8,828) (6,827)
Distributions from equity affiliates................. 25,358 5,715
--------- --------
Net cash used in investing activities............ (9,604) (27,484)
--------- --------
Cash flows from financing activities:
Borrowings of long-term debt......................... 200,569 93,738
Repayment of long-term debt.......................... (128,955) (93,569)
Distribution to minority shareholder of subsidiary... -- (480)
--------- --------
Net cash provided by (used in) financing
activities...................................... 71,614 (311)
--------- --------
Net increase (decrease) in cash and cash equivalents... 4,592 (42,541)
Cash and cash equivalents, beginning of period......... 25,891 59,145
--------- --------
Cash and cash equivalents, end of period............... $ 30,483 $ 16,604
========= ========
Supplemental Cash Flow disclosure:
Cash paid for interest............................... $ 22,188 $ 24,615
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE>
FOX SPORTS NETWORKS, LLC
(A Delaware Limited Liability Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000 (unaudited)
(Dollars in thousands)
(1) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of
Fox Sports Networks, LLC (the "Company") have been prepared by the Company
pursuant to the instructions for Form 10-Q and, accordingly, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted where permitted by regulation. In
management's opinion, the accompanying unaudited condensed consolidated
financial statements reflect all adjustments, primarily consisting of normal
recurring accruals, necessary for a fair presentation of the consolidated
results of operations for the interim periods presented. The condensed
consolidated results of operations for such interim periods are not
necessarily indicative of the results that may be expected for future interim
periods or for the year ended June 30, 2001. These interim condensed
consolidated financial statements and the notes thereto should be read in
conjunction with the audited consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the year
ended June 30, 2000.
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities at
the date of the consolidated financial statements, and the reported amounts of
revenues and expenses during the reporting period. Because of the use of
estimates inherent in the financial reporting process, actual results could
differ from those estimates.
The Company consolidates all subsidiaries in which voting control is held by
either the Company or Fox Entertainment Group, Inc. ("Fox"), its parent. The
degree to which the Company controls the management and operation of a
Regional Sports Network ("RSN"), determines the appropriate accounting
treatment for the Company's interest in that particular RSN. If the Company
owns a majority interest in a particular RSN, but neither the Company nor Fox
have voting control, the ownership interest is accounted for using the equity
method of accounting.
In July 1999, The News Corporation Limited acquired from Liberty Media
Corporation ("Liberty") substantially all of Liberty's 50% interest in the
Company and transferred that interest to Fox in exchange for common stock. In
connection with this transaction, voting control of certain majority-owned
subsidiaries of the Company, previously held by Liberty, was acquired by Fox
and, accordingly, these subsidiaries have been consolidated commencing with
the three months ended September 30, 1999. (See Note 4.) These majority-owned
subsidiaries which were previously accounted for using the equity method of
accounting, are:
Fox Sports Net Pittsburgh, LP (formerly Liberty/Fox KBL LP)
Fox Sports Net Chicago Holdings, LLC (formerly Fox/Liberty Chicago LP)
Fox Sports Net Bay Area Holdings, LLC (formerly Fox/Liberty Bay Area LP)
Fox Sports Net Upper Midwest Holdings, LP (formerly Fox/Liberty Upper
Midwest LP)
Fox Sports Net Distribution, LP (Fox/Liberty Distribution LP)
5
<PAGE>
FOX SPORTS NETWORKS, LLC
(A Delaware Limited Liability Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
September 30, 2000 (unaudited)
(Dollars in thousands)
(2) Debt
Debt at September 30, 2000 and June 30, 2000 is summarized as follows:
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
------------- ----------
(unaudited)
<S> <C> <C>
19th Holdings Corporation.......................... $ 824,603 $ 749,990
Senior Notes....................................... 500,000 500,000
Senior Discount Notes.............................. 338,884 331,002
Other.............................................. 7,546 10,392
---------- ----------
1,671,033 1,591,384
Less current portion............................... 2,511 2,470
---------- ----------
$1,668,522 $1,588,914
========== ==========
</TABLE>
In July 1999, 19th Holdings Corporation ("19th Holdings"), a wholly-owned
subsidiary of Fox acquired the debt outstanding under a bank facility from a
group of banks, ("the 19th Facility"). Borrowings under the 19th Facility bear
interest at a fixed rate determined on an annual basis by 19th Holdings. 19th
Holdings has determined that the rate of interest on this debt through June
2001 shall be 8%. In July 2000, the 19th Facility was amended to increase the
total amount available for borrowing to $900,000.
(3) Summarized Financial Information
Summarized unaudited statement of operations information for subsidiaries
accounted for under the equity method for which separate financial information
would be required for annual periods, is as follows:
<TABLE>
<CAPTION>
Three Months Ended
---------------------------
September 30, September 30,
2000 1999
------------- -------------
(unaudited) (unaudited)
<S> <C> <C>
Revenue.......................................... $302,837 $228,219
Operating income................................. 12,597 2,565
Net income....................................... 8,754 4,228
</TABLE>
(4) Supplemental Disclosure to Condensed Consolidated Statements of Cash Flows
The consolidation of certain majority-owned subsidiaries previously
accounted for using the equity method (see Note 1) is a non-cash investing
activity that resulted in increases to various assets and liabilities on the
Company's condensed consolidated balance sheet that are not reflected in the
condensed consolidated statements of cash flows for the three months ended
September 30, 1999. Such increases primarily consisted of a $78,072 increase
in investments in equity affiliates, a $48,148 decrease in receivables from
equity affiliates and a $20,428 increase in minority interest.
Debt increased by $15,731 and $9,244 in the three months ended September 30,
2000 and 1999, respectively, related to accrued interest on the debt
outstanding under the 19th Facility.
(5) Reclassifications
Certain reclassifications have been made to the prior year financial
statements in order to conform to the current year presentation.
6
<PAGE>
This document contains statements that constitute "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act
of 1934, as amended, and Section 27A of the Securities Act of 1933, as
amended. The words "expect," "estimate," "anticipate," "predict," "believe"
and similar expressions and variations thereof are intended to identify
forward-looking statements. These statements appear in a number of places in
this document and include statements regarding the intent, belief or current
expectations of the Company, its members or its officers with respect to,
among other things, trends affecting the Company's financial condition or
results of operations. The readers of this document are cautioned that any
such forward-looking statements are not guarantees of future performance and
involve risks and uncertainties, including those risks and uncertainties
discussed in this document under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and in the
Company's Annual Report on Form 10-K for the year ended June 30, 2000 under
the headings "Business" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations." The Company does not ordinarily make
projections of its future operating results and undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise. Readers should carefully
review the risk factors discussed in the other documents filed by the Company
with the Securities and Exchange Commission. This report should be read in
conjunction with the unaudited condensed consolidated financial statements of
the Company and related notes set forth elsewhere herein.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis should be read in conjunction with the
Management's Discussion and Analysis included in the Company's Annual Report
on Form 10-K for the year ended June 30, 2000.
Introduction
Fox Sports Networks, LLC (together with its subsidiaries, the "Company") was
formed to provide cable programming through its interests in regional sports
networks ("RSNs") and Fox Sports Net ("FSN"), a national sports programming
service, and through FX Network ("FX"), a general entertainment network. The
Company's interests in the sports programming business are derived through its
99.5% ownership interests in Fox Sports Net, LLC and Fox Sports RPP Holdings,
LLC, while its interest in FX is derived through its 99% ownership interest in
FX Networks, LLC. The Company was formed in April 1996, pursuant to a 50%/50%
joint venture between Fox Entertainment Group, Inc. ("Fox"), a majority owned
subsidiary of The News Corporation Limited ("News Corporation") and Liberty
Media Corporation ("Liberty"), a wholly-owned subsidiary of Tele-
Communications, Inc. ("TCI").
In July 1999, News Corporation acquired from Liberty substantially all of
Liberty's 50% interest in the Company and its businesses. News Corporation
transferred the acquired interests to Fox in exchange for common stock of Fox.
In August 1997, the Company issued $500.0 million aggregate principal amount
of its 8 7/8% Senior Notes due 2007 and $405.0 million aggregate principal
amount at maturity ($252.3 million gross proceeds) of its 9 3/4% Senior
Discount Notes due 2007 (together, the "Offering"). The net proceeds from
these notes were used, along with proceeds from the Bank Facility (as defined
below), to finance the Company's acquisition of a 40% interest in Regional
Programming Partners ("RPP") which was formed to hold interests in RSNs and
related businesses then owned by Rainbow Media Sports Holdings, Inc.
("Rainbow"). In connection with this transaction ("the Rainbow Transaction"),
the Company and Rainbow also formed National Sports Partners (the "National
Sports Partnership") as a 50%/50% partnership to operate FSN, and National
Advertising Partners (the "National Advertising Partnership") as a 50%/50%
partnership to act as a national advertising sales representative for the RSNs
which are affiliated with FSN. RPP is managed by Rainbow, while the National
Sports Partnership and the National Advertising Partnership are managed by the
Company.
In connection with the consummation of the Rainbow Transaction, the Company
and a group of banks amended and restated an existing credit agreement to
permit borrowings by Fox Sports Net, LLC, Fox Sports
7
<PAGE>
RPP Holdings, LLC and FX Networks, LLC, each a subsidiary of the Company
(together, the "Co-Borrowers"), in the amount of $800.0 million (the "Bank
Facility"). The Bank Facility was comprised of a $400.0 million revolving
credit facility and a $400.0 million term loan facility. The proceeds of the
loans under the Bank Facility were used to finance, in part, the Rainbow
Transaction.
In July 1999, 19th Holdings Corporation ("19th Holdings"), a wholly-owned
subsidiary of Fox, acquired the debt outstanding under the Bank Facility from
the group of banks, and in so doing, assumed the rights and obligations of the
group of banks under the Bank Facility. The Company and 19th Holdings
subsequently amended and restated the Bank Facility to provide, among other
things, a fixed rate of interest, determined by 19th Holdings on an annual
basis, and eliminated substantially all of the affirmative and negative
covenants other than with respect to the payment of principal and interest
(the "19th Facility"). In July 2000, the Company and 19th Holdings amended the
19th Facility to increase the revolving facility to $500.0 million and the
total facility to $900.0 million. The Company currently expects that remaining
availability under the 19th Facility will primarily be used for investments in
certain subsidiaries of the Company and for working capital purposes.
Significant Accounting Practices
Basis of Presentation
The Company's ownership interests in the RSNs are held either directly or
indirectly and have different voting rights attached thereto. The Company
consolidates all subsidiaries in which it has a majority interest and voting
control is held by either the Company or Fox, its parent. The percentage of
ownership, together with the degree to which the Company controls the
management and operation of an RSN, determines the appropriate accounting
treatment for the Company's interest in that particular RSN. If the Company
owns a majority interest in a particular RSN, but neither the Company nor Fox
have voting control, the ownership interest is accounted for using the equity
method of accounting. Under the equity method of accounting, the financial
condition and results of operations of entities are not reflected on a
consolidated basis and, accordingly, the consolidated revenues and expenses of
the Company, as reported on its consolidated statements of operations, do not
include revenues and expenses related to the entities accounted for under the
equity method.
The following RSNs, together with Fox Sports Direct and FX Networks, LLC are
consolidated in the financial statements of the Company, at September 30, 2000
and 1999: West RSN, West 2 RSN, Northwest RSN, Utah RSN, Arizona RSN, South
RSN, Southwest RSN, Rocky Mountain RSN, Midwest RSN, Pittsburgh RSN, and
Detroit RSN.
As of September 30, 2000 and 1999, the following are accounted for using the
equity method of accounting: Sunshine RSN, Chicago RSN, Bay Area RSN,
D.C./Baltimore RSN, RPP, National Sports Partnership and National Advertising
Partnership.
Because the Company reports the results of a significant number of its
subsidiary entities on the equity method, its financial results do not
represent the total combined revenues and expenses of all the businesses in
which the Company holds ownership interests.
Results of Operations
Three months ended September 30, 2000 as compared with the three months ended
September 30, 1999
Total revenues for the three months ended September 30, 2000 were $232.9
million, an increase of $26.4 million, or 13%, over the three months ended
September 30, 1999. Programming revenue was the largest source of revenue,
representing 50% of total revenue, or $116.4 million, for the three months
ended September 30, 2000. Advertising and direct broadcast revenue represented
25% and 16%, respectively, of total revenue, or $57.8 million and $37.6
million, respectively, for the three months ended September 30, 2000. For the
three months ended September 30, 1999, programming revenue was $101.1 million
and advertising and direct broadcast revenue were $52.9 and $31.9 million,
respectively, or 49%, 26% and 15%, respectively of total revenues.
8
<PAGE>
Programming and advertising revenue increased by $15.3 million and $4.9
million, respectively in the three months ended September 30, 2000 as compared
to the three months ended September 30, 1999. These increases represent a 15%
and 9% increase in programming and advertising revenue, respectively, between
the periods. The increase in programming revenue is comprised primarily of the
continued subscriber growth of FX, which reached 54.2 million households as of
September 30, 2000, a 25% increase over September 30, 1999 and rate increases,
primarily at the RSNs, arising from new affiliation agreements. The increase
in advertising revenue of 9% is comprised of a 20% increase in advertising
revenue by FX and a 4% increase by the RSNs. Increased total day ratings
within a particular demographic audience profile on FX, coupled with the
significant increase in subscribers, resulted in a 28% increase in average
audience during the three months ended September 30, 2000, as compared to the
same period in the prior year. The increased ratings, increased subscribers
and the resulting increase in average audience combined to generate increased
CPMS from advertisers on FX. These factors all contributed to the 20% increase
in advertising revenue for FX. Higher advertising revenues throughout most of
the RSNs, which are primarily due to an increase in the number of MLB events,
contributed to the RSNs 4% increase in advertising revenue in the current
period.
Operating expenses totaled $147.6 million for the three months ended
September 30, 2000, representing 63% of total revenues and an increase of $4.7
million, or 3%, over the same period in the prior year. These expenses consist
primarily of rights fees, programming and production costs. Operating expenses
for the three months ended September 30, 1999 totaled $142.9 million, or 69%
of total revenues. The increase in operating expenses in the current year is
primarily due to increases in rights fees and production expenses of the RSNs
as a result of an increase in the number of MLB cable and broadcast events as
compared to the prior year.
General and administrative expenses totaled $21.3 million for the three
months ended September 30, 2000, which represented 9% of total revenues.
General and administrative expenses for the three months ended September 30,
1999 totaled $17.6 million, or 9% of total revenues. The increase in general
and administrative expenses is primarily due to increases in salaries and
fringe benefits arising from increases in the number of employees and wage
increases.
Depreciation and amortization expenses totaled $13.9 million and $7.1
million for the three months ended September 30, 2000 and 1999, respectively.
The increase between the periods is primarily due to increased amortization of
cable carriage fees and increased depreciation of capital expenditures.
Interest expense for the three months ended September 30, 2000 and 1999
totaled $35.9 million and $30.9 million, respectively. The increase in
interest expense is primarily due to additional borrowings under the
19th Facility.
Equity income of affiliates for the three months ended September 30, 2000
was $3.7 million compared to a $2.0 million loss for the three months ended
September 30, 1999. The improvement over the same period in the prior year is
primarily due to improvements in operations at RPP, the National Sports
Partnership, Sunshine RSN and Bay Area RSN.
Liquidity and Capital Resources
The Company's liquidity requirements arise from (i) funding general working
capital needs, (ii) its strategic plan to invest in and secure national
distribution for its network sports and general entertainment programming,
(iii) the acquisition of programming rights, and (iv) capital expenditure
requirements.
Net cash used in operating activities for the three months ended September
30, 2000 were $57.4 million, an increase of $42.7 million over the three
months ended September 30, 1999. The increase was primarily attributed to
contractual rights prepayments on certain long-term rights deals.
Net cash flows used in investing activities for the three months ended
September 30, 2000 were $9.6 million, a decrease of $17.9 million over the
three months ended September 30, 1999. The decrease in cash used in investing
activities was primarily due to higher distributions from equity affiliates.
9
<PAGE>
Net cash flows provided by financing activities for the three months ended
September 30, 2000 were $71.6 million, an increase of $71.9 million over the
three months ended September 30, 1999. The increase in cash provided by
financing activities was primarily due to an increase in borrowings resulting
from a decrease in cash provided by operations.
In August 1997, the Company issued $500.0 million aggregate principal amount
of its 8 7/8% Senior Notes due 2007 and $405.0 million aggregate principal
amount at maturity ($252.3 million gross proceeds) of its 9 3/4% Senior
Discount Notes due 2007 (collectively, the "Notes") through the Offering. The
indentures pursuant to which the Notes were issued include certain covenants
regarding, among other things, limitations on the incurrence of debt and
distributions to partners.
The Company has a credit facility with 19th Holdings, a wholly-owned
subsidiary of Fox. Borrowings under the 19th Facility bear interest at a fixed
rate determined on an annual basis by 19th Holdings. 19th Holdings has
determined that the rate of interest on this debt through June 2001 shall be
8%. During the three months ended September 30, 2000, the Company incurred net
borrowings of $74.6 million bringing the total amount borrowed under the 19th
Facility to $824.6 million as of September 30, 2000. The total unused
commitment pursuant to the 19th Facility was $75.4 million as of September 30,
2000.
Future capital requirements will be substantial as the Company continues to
invest in developing networks, acquire sports programming rights and explore
opportunities to expand its distribution. Although no assurances can be given
in this regard, the Company believes that its existing funds and the proceeds
from borrowings under its credit facility, will be sufficient to meet its plan
to secure national distribution, maintain and/or acquire programming, make
anticipated capital expenditures, and meet its projected working capital
requirements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
10
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable.
Item 2. Changes in Securities and Use of Proceeds
Not Applicable.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
Item 5. Other Information
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibits are filed as part of this report:
<TABLE>
<C> <S>
10.10 Amendment, dated as of July 3, 2000, to Amended and Restated Credit
Agreement among Fox Sports Net, LLC, FX Networks, LLC, Fox Sports RPP
Holdings, LLC, as Borrowers, Fox Sports Networks, LLC and 19th Holdings
Corporation, as Lender.
27 Financial Data Schedule (for SEC purposes only).
</TABLE>
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the period covered by this
report.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FOX SPORTS NETWORKS, LLC
Dated: November 14, 2000
/s/ Dennis Farrell
By: _________________________________
Dennis Farrell
Senior Vice President, Finance
(Principal Financial Officer and
Principal Accounting Officer)
12
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No.
-----------
<C> <S>
10.10 Amendment, dated as of July 3, 2000, to Amended and Restated
Credit Agreement among Fox Sports Net, LLC, FX Networks, LLC, Fox
Sports RPP Holdings, LLC, as Borrowers, Fox Sports Networks, LLC
and 19th Holdings Corporation, as Lender.
27 Financial Data Schedule (for SEC purposes only).
</TABLE>
13
