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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SPECIAL FINANCIAL REPORT ON
FORM 10-K/A
(MARK ONE)
[X]* ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
* THIS SPECIAL REPORT CONTAINS ONLY FINANCIAL STATEMENTS FOR THE
YEAR ENDED DECEMBER 31, 1997 IN ACCORDANCE WITH RULE 15d-2.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER 333-40281
ACME TELEVISION, LLC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 4833 52-2050589
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) NUMBER)
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2101 E. FOURTH ST., SUITE 202
SANTA ANA, CA 92705
(714) 245-9499
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ ] No [X]
(Registrant has not been subject to such filing requirements for the past
90 days).
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. [ ]
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ACME TELEVISION, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
YEAR ENDED DECEMBER 31, 1997
(3) ACQUISITIONS-- (CONTINUED)
On October 7, 1997, the Company acquired Crossville Limited Partnership, the
owner of Station WINT, in exchange for $13,200,000 in cash. Subsequent to the
acquisition, the Company changed the call letters of the station to WBXX. The
acquisition was accounted for using the purchase method. The excess of the
purchase price over the fair value of net assets acquired of approximately
$13,287,000, has been recorded as broadcast licenses and is being amortized over
a period of 20 years.
The unaudited pro forma financial information set forth below reflects the net
revenue and net loss assuming the KWBP and WBXX transactions had occurred on
January 1, 1997. No pro forma adjustment has been made for the WBXX transaction
because WBXX did not begin broadcasting or significant operations until
subsequent to the acquisition date. This unaudited pro forma financial
information does not necessarily reflect the results of operations that would
have occurred had the acquisition occurred on January 1, 1997.
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YEAR ENDED
DECEMBER 31, 1997
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Net Revenues....................................... $11,347,000
Net Loss........................................... $(5,934,000)
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During 1997, ACME Parent entered into and contributed to the Company the right
to: (i) acquire 49% of the licensee of Station KZAR in exchange for member units
in ACME Parent valued at $6 million, (ii) pay $3 million for an option to
acquire the remaining 51% of the licensee of Station KZAR for $5 million,
exercisable immediately after the station commences on-air operations, which is
expected to occur in the second quarter of 1998.
On December 15, 1997, the Company acquired the 49% interest in the licensee of
Station KZAR, paid $3 million to acquire the option and loaned the sellers $4
million. This 49% interest is accounted for using the equity method. In the
event the Company exercises the option to acquire the remaining 51%, the $4
million loan will be applied against the remaining purchase price. In addition,
the Company considers the $3 million paid to acquire the option as part of the
purchase price. Accordingly, at December 31, 1997, the amount paid to acquire
the option and the loan have been included in other non-current assets.
On January 22, 1998, ACME Parent issued $6 million of its member units to the
sellers of the 49% interest in the license of Station KZAR in connection with
the above transaction. The amount of the issuance was based upon a fixed dollar
amount of consideration. ACME Parent contributed this investment to the Company
in exchange for membership units in the Company. The Company did not record the
$6 million investment or increase in capital until the consideration was issued
in January of 1998.
(4) SUBSEQUENT AND PENDING ACQUISITIONS
On July 29, 1997, ACME Parent entered into and subsequently contributed to
ACME Missouri a stock purchase agreement to acquire Koplar Communications, Inc.
(KCI). On September 30, 1997, ACME Missouri placed $143 million into an escrow
account, classified as a deposit on the accompanying Consolidated Balance Sheet,
in connection with this acquisition, entered into a long-term LMA with Station
KPLR and filed requisite applications with the FCC for the transfer of the
Station's license to ACME Missouri.
Pursuant to the LMA entered into on September 30, 1997 relating to Station KPLR,
the Company retained all revenues generated by the station, bore substantially
all operating expenses of the station and was obligated to pay an LMA fee. These
revenues and expenses for the period October 1 through December 31, 1997 are
included in the Company's operating results. However, since the Company did not
acquire KCI until after December 31, 1997, the assets and liabilities of KCI are
not included in the Company's consolidated balance sheet at December 31, 1997.
On March 13, 1998, the acquisition of KCI was consummated and the LMA was
terminated.
In connection with the acquisition of KCI, ACME Missouri entered into a
management agreement with Edward J. Koplar (the 'Management Agreement'),
providing for an annual fee of $1 million over an initial term of three years
(which is deemed to have commenced on October 1, 1997). Mr. Koplar has the right
to voluntarily terminate his services thereunder at any time and be paid any
remaining consulting fees that would be payable for the remaining term of the
agreement at the effective date of such termination. The Company does not intend
to renew the Management Agreement and has no right to require Mr. Koplar to
provide services pursuant thereto in exchange for the compensation payable
thereunder. Accordingly, the Company intends to treat the $3 million payable
pursuant to the Management Agreement as additional purchase price in connection
with the acquisition, allocate such amount to broadcast licenses, and amortize
such amount over a 20-year period.
On August 22, 1997, ACME New Mexico entered into an agreement with affiliates of
the sellers of Station KZAR to acquire 100% of the interests in the construction
permit for Station KAUO for a consideration of $10,000. This agreement was
consummated on January 22, 1998.
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SIGNATURES
Pursuant to the requirements of Sections 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.
ACME TELEVISION, LLC
By: /s/ THOMAS ALLEN
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Thomas Allen
Executive Vice President, Chief
Financial officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K (containing only financial statements for the period
in question in accordance with Rule 15d-2) has been signed by the following
persons on behalf of the registrant in the capacities and on the dates
indicated.
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SIGNATURE TITLE DATE
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/s/ JAMIE KELLNER Chairman of the Board and Chief April 10, 1998
- ----------------------------------------------------- Executive Officer
Jamie Kellner
/s/ DOUGLAS GEALY President, Chief Operating April 10, 1998
- ----------------------------------------------------- Officer, Secretary and Director
Douglas Gealy
/s/ THOMAS ALLEN Executive Vice President, Chief April 10, 1998
- ----------------------------------------------------- Financial Officer and Director
Thomas Allen
/s/ THOMAS ALLEN Majority Member April 10, 1998
- -----------------------------------------------------
ACME INTERMEDIATE HOLDINGS, LLC
By: Thomas Allen
Title: Executive Vice President and Chief
Financial Officer
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