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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACTS OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED March 31, 1998
COMMISSION FILE NUMBERS:
ACME Intermediate Holdings, LLC 333-40277
ACME Television, LLC 333-40281
-------------------------------
ACME TELEVISION, LLC
and
ACME INTERMEDIATE HOLDINGS, LLC
(Exact name of registrants as specified in their charter)
---------------------
Delaware ACME Television, LLC 52-2050588
Delaware ACME Intermediate Holdings, LLC 52-2050589
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
---------------------
2101 E. Fourth Street
Santa Ana, California 92705
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: 714-245-9499
---------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered:
------------------- ---------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrants (1) have filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months, and (2) have been subject to such
filing requirements for the past 90 days. Yes X No --- ---
100% of the membership units of ACME TELEVISION, LLC are owned directly
or indirectly by ACME INTERMEDIATE HOLDINGS, LLC. 92% of the membership units of
ACME INTERMEDIATE HOLDINGS, LLC are owned by ACME Television Holdings, LLC. Such
membership units are not publicly traded and have no quantifiable market value.
Indicate the number of membership units outstanding of each of ACME
Television, LLC's classes of equity as of the latest practicable date: At May
14, 1998, there were outstanding 200 membership units, without par value.
Indicate the number of membership units outstanding of each of ACME
Intermediate Holdings, LLC's classes of equity, as of the latest practicable
date: At May 14, 1998, there were 895,425 membership units without par value.
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ACME TELEVISION, LLC AND
ACME INTERMEDIATE HOLDINGS, LLC
FORM 10-Q/A
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Item
Number Page
------ ----
<S> <C>
PART I - FINANCIAL STATEMENTS
Item 1. FINANCIAL STATEMENTS
Introductory Comments . . . . . . . . . . . . . . . . . . . . . . . 1
ACME INTERMEDIATE HOLDINGS, LLC and
ACME TELEVISION, LLC . . . . . . . . . . . . . . . . . . . . . . . 1
Consolidated Balance Sheets as of
December 31, 1997 and March 31, 1998. . . . . . . . . . . . . 2
Consolidated Statements of Operations and
Members' Capital for the Three Months
Ended March 31, 1998 and March 31, 1997 . . . . . . . . . . . 3
Consolidated Statements of Cash Flows for
the Three Months Ended March 31, 1998
and March 31, 1997. . . . . . . . . . . . . . . . . . . . . . 4
Notes to Consolidated Financial Statements . . . . . . . . . . . 5
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . 6
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. . . . . 9
PART II - OTHER INFORMATION
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
<PAGE> 3
ACME TELEVISION, LLC AND
ACME INTERMEDIATE HOLDINGS, LLC
This document contains forward-looking statements. In addition, when used in
this document, the words "intends to", "believes", "anticipates", "expects" and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to a number of risks and uncertainties. Actual results in
the future could differ materially and adversely from those described in the
forward-looking statements. Differences could come about as a result of various
important factors including but not limited to: the impact of changes in
national and regional economies, successful integration of acquired television
stations, completion of pending acquisitions, pricing fluctuations in local and
national advertising, and volatility in programming costs. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements that may be made to reflect any future events
or circumstances.
Certain Definitions and Market and Industry Data
Unless otherwise indicated, information set forth herein as to designated
market area, rank demographic statistics, station audience and revenue share
and number of commercial broadcasters is as currently reported by BIA
Publications, Inc. or by A.C. Nielsen Company. Set forth below are certain
terms commonly used in the broadcast television industry that are used
throughout this report. Unless the context otherwise requires, such terms shall
have the respective meanings set forth below.
DMA........................... Designated Market Area. There are 211 DMAs in
the United States with each county in the
continental United States assigned uniquely to
one DMA. Ranking of DMAs is based upon Nielsen
Media Research estimates of the number of
television households.
LMA........................... Local marketing agreement, time brokerage
agreement or licensee pursuant to which the
broadcaster provides similar arrangement between
a broadcaster and a station programming to,
sells advertising time for and funds operating
expenses for the applicable station, manages
certain station activities, and retains the
advertising revenues of such station, in
exchange for fees paid to the licensee.
Syndicated programming........ Programming purchased from production studios to
be broadcast during non-network time periods.
Syndicated programming includes both original
programming and previously broadcast
programming.
PART 1
ITEM 1. FINANCIAL STATEMENTS
Important Explanatory Note
This integrated Form 10-Q is filed pursuant to the Securities Exchange Act of
1934, as amended, for each of ACME Intermediate Holdings, LLC ("ACME
Intermediate") and its subsidiary, ACME Television, LLC ("ACME Television").
Separate financial information has been provided for each entity and, where
appropriate, separate disclosure. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been omitted pursuant to such rules and
regulations. It is suggested that these Consolidated Financial Statements be
read in conjunction with the financial information set forth in the Annual
Reports on Form 10-K of each of ACME Intermediate Holdings, LLC and ACME
Television, LLC for the fiscal year ended December 31, 1997.
Unless the context requires otherwise, references to the "Company" refers to
both ACME Intermediate and ACME Television.
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ACME TELEVISION, LLC AND
ACME INTERMEDIATE HOLDINGS, LLC
CONSOLIDATED BALANCE SHEETS
(Unaudited - in thousands)
<TABLE>
<CAPTION>
December 31, 1997 March 31, 1998
----------------------------- ----------------------------
ACME ACME
ACME INTERMEDIATE ACME INTERMEDIATE
TELEVISION HOLDINGS TELEVISION HOLDINGS
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 8,820 $ 8,820 $ 3,570 $ 3,570
Accounts receivable, net 699 677 5,640 5,640
Due from affiliates 162 54 200 75
Current portion of program
broadcast rights 614 614 4,360 4,360
Prepaid expenses and other assets 3,032 3,060 915 915
Deferred income taxes -- -- 342 342
-------- -------- -------- --------
Total current assets 13,327 13,225 15,027 14,902
Property and Equipment, net 7,346 7,346 12,150 12,150
Program broadcast rights,
less current portion 587 587 5,611 5,611
Intangible assets, net 36,004 36,004 187,855 187,855
Investment in affiliates -- -- 4,989 4,989
Deposits 143,000 143,000 4,725 4,725
Other assets 17,418 19,010 10,779 12,391
-------- -------- -------- --------
Total assets $217,682 $219,172 $241,136 $242,623
======== ======== ======== ========
LIABILITIES AND MEMBERS' CAPITAL
Current Liabilities
Accounts payable $ 3,361 $ 3,363 $ 4,324 $ 4,324
Accrued expenses 651 651 3,442 3,442
Current portion of program
rights payable 653 653 5,636 5,636
Current portion of obligations
under lease 292 292 292 292
Other current liabilities -- -- 1,317 1,317
-------- -------- -------- --------
Total current liabilities 4,957 4,959 15,011 15,011
Program broadcast rights
payable, net of current portion 1,351 1,351 4,903 4,903
Obligations under lease, net of
current portion 443 443 372 372
Deferred taxes -- -- 1,500 1,500
Other liabilities -- -- 2,214 2,214
Senior discount notes 130,833 130,833 134,296 134,296
Senior secured notes -- 36,863 -- 38,076
-------- -------- -------- --------
Total liabilities 137,584 174,449 158,296 196,372
-------- -------- -------- --------
Members' capital 85,516 51,357 91,514 57,352
Accumulated deficit (5,418) (6,634) (8,674) (11,101)
-------- -------- -------- --------
Total members' capital 80,098 44,723 82,840 46,251
-------- -------- -------- --------
Total liabilities and
members' capital $217,682 $219,172 $241,136 $242,623
======== ======== ======== ========
</TABLE>
2
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ACME TELEVISION, LLC AND
ACME INTERMEDIATE HOLDINGS, LLC
CONSOLIDATED STATEMENTS OF OPERATIONS AND MEMBERS' CAPITAL
(Unaudited - in thousands)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1997 1998
--------------------------- ------------------------
ACME ACME
ACME INTERMEDIATE ACME INTERMEDIATE
TELEVISION HOLDINGS TELEVISION HOLDINGS
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Broadcast revenues $ 645 $ 645 $ 7,757 $ 7,757
Operating expenses:
Programming 287 287 2,330 2,330
Selling, general and administrative 922 922 4,209 4,209
Depreciation and amortization 61 61 849 849
------ ------ -------- -------
Operating expenses 1,270 1,270 7,388 7,388
Operating income (loss) (625) (625) 369 369
Interest income -- -- 45 45
Interest expense 267 267 3,652 4,864
------ ------ -------- -------
Loss before taxes (892) (892) (3,238) (4,450)
Income taxes -- -- 20 20
------ ------ -------- -------
Net loss $( 892) $ (892) $ (3,258) $(4,470)
Parent's contribution 450 450 6,000 6,000
Members' capital at
beginning of period -- -- 80,098 44,721
------ ------ -------- -------
Members' capital (deficit)
at end of period $ (442) $ (442) $ 82,840 $46,251
====== ====== ======== =======
</TABLE>
3
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ACME TELEVISION, LLC AND
ACME INTERMEDIATE HOLDINGS, LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
<TABLE>
<CAPTION>
Three Months Ended March 31,
-----------------------------------------------------------------
1997 1998
------------------------------ -----------------------------
ACME ACME
ACME INTERMEDIATE ACME INTERMEDIATE
TELEVISION HOLDINGS TELEVISION HOLDINGS
------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (892) $ (892) $ (3,258) $ (4,470)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation and amortization 61 61 849 849
Amortization of discount on
Senior Notes and
debt issuance costs -- -- 3,463 4,675
Changes in assets and liabilities:
Increase in accounts receivable, net -- -- (318) (318)
Increase in programming rights -- -- (778) (778)
Decrease in prepaid expenses
and other current assets -- -- 1,102 1,102
Decrease in accounts payable -- -- (42) (42)
Increase in accrued expenses 381 381 442 442
Increase in programming
rights payable -- -- 277 277
------- ------ -------- --------
Net cash provided by (used in)
operating activities (450) (450) 1,737 1,737
------- ------ -------- --------
Cash flows from investing activities
Purchase of property and equipment -- -- (2,970) (2,970)
Cash acquired in acquisition -- -- 779 779
Deposits for other stations -- -- (4,725) (4,725)
------- ------ -------- --------
Net cash used in
investing activities -- -- (6,916) (6,916)
------- ------ -------- --------
Cash flows from financing activities
Contribution from parent 450 450 -- --
Repayment of capital leases -- -- (71) (71)
------- ------ -------- --------
Net cash provided by (used in)
financing activities 450 450 (71) (71)
------- ------ -------- --------
Net decrease in cash -- -- (5,250) (5,250)
Cash at beginning of period -- -- 8,820 8,820
------- ------ -------- --------
Cash at end of period $ -- $ -- $ 3,570 $ 3,570
======= ====== ======== ========
Supplemental disclosures of cash flow
information: Cash paid during the period
for:
Interest $ 267 $ 267 $ 24 $ 24
Income taxes -- -- -- --
======= ====== ======== ========
Non cash transactions:
Contribution of the net assets of
ACME Television of Utah, LLC and
ACME Television of New Mexico, LLC
from Parent in exchange for
membership units $ -- $ -- $ 6,000 $ 6,000
======= ====== ======== ========
</TABLE>
4
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ACME TELEVISION, LLC AND
ACME INTERMEDIATE HOLDINGS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Basis of Presentation
ACME INTERMEDIATE HOLDINGS, LLC ("ACME Intermediate") is a holding
company with no assets or independent operations other than its investment in
ACME TELEVISIONS, LLC ("ACME Television"). ACME Television, through its
subsidiaries, owns, operates and / or holds licenses or options to acquire six
commercially licensed broadcast television stations (the "Stations") located
throughout the United States.
ACME Intermediate was formed on August 8, 1997. Upon formation, ACME
Intermediate received a contribution from ACME Television Holdings, LLC (ACME
Parent) of ACME Parent's wholly-owned subsidiaries - ACME Television of Oregon,
LLC ("ACME Oregon")and ACME Television of Tennessee, LLC ("ACME Tennessee")and
certain other assets. This contribution was made in exchange for membership
units in ACME Intermediate and was treated as a transaction between entities
under common control, similar to a pooling of interests. Accordingly, the
transaction was recorded at historical cost and the ACME Intermediate has
reflected the results of operations of the entities contributed for all of the
periods presented.
ACME Television was formed on August 15, 1997. Upon formation, ACME
Parent contributed to ACME Television, through ACME Intermediate, the net assets
of ACME Oregon, ACME Tennessee and other net assets in exchange for membership
units.
The accompanying unaudited consolidated financial statements of ACME
Intermediate include the accounts of ACME Intermediate and ACME Television. The
accompanying unaudited consolidated financial statements of ACME Television
include the accounts of ACME Television and its subsidiaries. All significant
intercompany items and transactions have been eliminated in each of the Sets of
consolidated financial statements.
The accompanying consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for the fair presentation of
the financial position as of March 31, 1998 and the results of operations for
the three months ended March 31, 1998 have been included. Operating results for
the three months ended March 31, 1998 are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 1998. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Annual Reports on Form 10-K of each of ACME
Television and ACME Intermediate for the year ended December 31, 1997.
Note 2 - Acquisitions
ACME Parent was formed in 1997 and operated only one station (under an
LMA) - KWBP Channel 32, serving Portland, Oregon - during the first quarter of
1997. In June 1997, ACME Parent completed its acquisition of KWBP. During the
fourth quarter of 1997, ACME Television completed its acquisition of WBXX
Channel 20, serving Knoxville, Tennessee and launched the station, which was
previously off the air.
5
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In September 1997, ACME Parent entered into, and subsequently assigned
to ACME Television Holdings of Missouri, Inc. ("ACME Missouri"), a purchase
agreement to acquire station KPLR Channel 11, serving St. Louis, Missouri, and
effective October 1, 1997, began operating the station pursuant to an LMA. The
acquisition was completed in March 1998, at which time the LMA was terminated.
The Company has not completed its allocation of the excess purchase price of
approximately $145 million to identifiable intangibles, such as FCC license, and
goodwill. In addition, ACME Missouri has not recorded deferred tax liability, if
any, relating to the book basis of identifiable intangibles in excess of their
tax basis. ACME Missouri anticipates completing its allocation during the
quarter ended June 30, 1998. As the acquisition was recorded effective March 31,
1998, this did not have any impact on the results for the three months ended
March 31, 1998.
In early March 1998, ACME Television entered into an agreement to
purchase station WTVK Channel 46, serving the Ft. Myers / Naples, Florida
marketplace and began operating the station pursuant to an LMA. This transaction
is subject to regulatory approvals and is expected to close by early June 1998.
ACME Television also owns a 49% interest in KUWB (formerly KZAR)
serving the Salt Lake City, Utah marketplace and has an option to acquire the
remaining interests in the station exercisable upon the granting by the FCC of
KUWB's final license. ACME Television and the majority owners of KUWB have
entered into an agreement with another broadcaster in the Salt Lake City market
to swap KUWB for KUPX Channel 30. The swap of channels is subject to regulatory
approvals, and ACME TV commenced management of KUPX Channel 30 under an interim
LMA and exchanged call letters in April 1998.
In January 1998 ACME Television acquired the interest to the
construction permit for station KAUO serving the Albuquerque, New Mexico
marketplace. The Company expects the station to be built and operational by the
end of 1998.
Note 3 - Recent pronouncements
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130 "Reporting
Comprehensive Income" which is effective for fiscal periods beginning after
December 15, 1997. SFAS No. 130 establishes standards for reporting and
displaying comprehensive income and its components. ACME Intermediate and ACME
Television believe SFAS No. 130 will not have an effect on the manner in which
they currently report.
In June 1997, the FASB issued SFAS No. 131 "Disclosures About Segments
of an Enterprise and Related Information" which is effective for fiscal periods
beginning after December 15, 1997. SFAS No. 131 establishes standards for
reporting information about operating segments and for related disclosures about
products, services, geographic areas and major customers. ACME Intermediate and
ACME Television do not divide the business into segments and, accordingly,
do not believe SFAS No. 131 will have any applicability to their financial
reporting.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
The operating revenues of the Stations are derived primarily from the
sale of advertising time. The stations sell commercial time during the programs
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national, regional and local advertisers. The networks also sell commercial
time during the programs to national advertisers. Credit arrangements are
determined on an individual customer basis. The Company generally pays
commissions to advertising agencies on local, regional and national advertising
and to national sales representatives on national advertising. All such
commission are reflected as deductions from gross revenues in the accompanying
consolidated financial statements.
The primary operating expenses of the Company consist of employee
salaries, programming, advertising and promotional expenses and depreciation and
amortization.
The following table sets forth certain operating data for ACME
Television and ACME Intermediate for the three months ended March 31, 1998 and
1997:
<TABLE>
<CAPTION>
Three months ended March 31,
Amounts in thousands ---------------------------
1998 1997
-------- -------
<S> <C> <C>
Operating income $ 369 $ (625)
Add:
Time brokerage agreement fees 57 --
Program amortization 1,009 --
Depreciation and amortization 849 61
Corporate expense 673 262
Less:
Program payments 1,151 --
------- ------
Broadcast cash flow $ 1,806 $ (302)
======= ======
</TABLE>
(1) Broadcast cash flow is defined as operating income, plus depreciation and
amortization, program amortization and corporate overhead, less program
payments - the latter as adjusted to reflect reductions for impaired or expired
rights in connection with acquisitions. The Company has included broadcast cash
flow data because the Company believes such data is a useful measure for
evaluating the operating performance of the Company's stations. Broadcast cash
flow eliminates the effect of depreciation and amortization which relate to
acquisitions under the purchase method of accounting, the impact of accelerated
program amortization and the impact of corporate expenses, and allows for an
evaluation of the operating performance of the Company's stations relative to
that of the Company's competitors which may not have similar depreciation,
amortization or corporate structures. The Company's definition of broadcast
cash flow may not be comparable to similarly titled measures presented by other
companies. Broadcast cash flow is not, and should not be used as an indicator
or alternative to operating income, net loss or cash flow as reflected in the
consolidated financial statements, is not a measure of financial performance
under generally accepted accounting principles and should not be considered in
isolation or as a substitute for measures of performance prepared in accordance
with generally accepted accounting principles.
THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997
Net broadcast revenues for the three months ended March 31, 1998
increased $7.1 million to $7.757 million compared to $645,000 for the three
months ended March 31, 1997. This increase is due to the expansion in the number
of the Company's operating stations as described in "Note 2 - Acquisitions"
above.
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Operating expenses increased to $7.388 million compared to the
prior year quarter's operating expense of $1.270 million. This increase was also
due to the additional stations added since the first quarter of 1997.
Depreciation and amortization expense for the three months ended March
31, 1998 includes $450,000 in the amortization of broadcast licenses. As of
March 31, 1997, no stations had been acquired and, accordingly, there was no
amortization expense for that period.
Interest expense for the current year quarter was $3.652 million for
ACME TV and $4.864 million for ACME Intermediate, primarily representing the
amortization of original issuance discount of the September 1997 issued senior
discount notes (ACME Television) and senior secured notes (ACME Intermediate)
along with related amortization of prepaid financing costs. The interest expense
of $267,000 during the first quarter 1997 represents primarily the interest
expense assumed by the Company, on behalf of the seller of KWBP (Portland),
during the interim LMA period.
Apart from the Company's Missouri operations (which pertain solely to
the Company's investment in KPLR), which are organized as traditional "C"
corporations, ACME Intermediate and ACME Television and its operating
subsidiaries are organized as limited liability companies. Accordingly, although
the Company is subject to various minimum state taxes, all federal tax
attributes are passed through to the members of the Company. The Company's
Missouri operations, after deduction of allocable interest charges, generated a
net taxable loss and no benefit has been recorded.
The net loss for ACME Television and for ACME Intermediate for the
three months ended March 31, 1998 was $3.258 million and $4.470 million,
respectively, compared to a net loss of $892,000 for the comparable quarter of
the prior year. These increased net losses are due primarily to the amortization
of broadcast licenses relating to the Companies' newly acquired and operating
stations and the substantially increased interest expense incurred in connection
with the September 1997 issuance of long-term debt to finance these
acquisitions.
Broadcast cashflow for the three months ended March 31, 1998 was $1.805
million, an increase of $2.1 million over a negative broadcast cashflow of
$302,000 for the corresponding quarter in 1997. This increase is attributable to
the Company's profitable operations of KPLR which was operated under an LMA from
October 1, 1997 and acquired on March 13, 1998.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows provided by operating activities were $1,737,000 during the
three months ended March 31, 1998 compared to cash flows used by operating
activities of $450,000 during the three months ended March 31, 1997, an increase
of $2,157,000. The increase was primarily due to higher broadcast cash flow.
Cash flows used in investing activities were $6,916,000 during the
three months ended March 31, 1998. There were no investing activities during the
three months ended March 31, 1997.
Cash flows used in investing activities during the three months ended
March 31, 1998 related to capital expenditures and deposits in connection with
the Company's pending acquisition of WTVK - Channel 46 serving Ft. Myers/
Naples, Florida and the CP acquisition for Channel 31 serving Springfield,
Missouri. The Company anticipates that future requirements for capital
expenditures will include those incurred in the continued build-out of its
stations in Salt Lake City, Utah and Albuquerque, New Mexico and the upgrade
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of its other stations and will be financed primarily through a $20 million
capital equipment facility currently being negotiated.
Cash flows used in financing activities were $71,000 related to
repayments of capital leases during the three months ended March 31, 1998
compared to cash flows provided by financing activities of $450,000 related to
founder contributions during the three months ended March 31, 1997.
The Company's existing credit agreement allows for revolving credit
borrowings of up to a maximum of $40,000,000, dependent upon certain financial
ratios of ACME Television. The revolving credit facility can be used to fund
future acquisitions of broadcast stations and for general corporate purposes. At
March 31, 1998 there was no outstanding balance due under the facility.
The Company believes that internally generated funds from operations,
financings under the Company's capital equipment facility and borrowings under
its credit agreement, if necessary, will be sufficient to satisfy the Company's
cash requirements for its existing operations for the next twelve months and for
the foreseeable future thereafter. The Company expects that any future
acquisitions of television stations would be financed through funds generated
from operations, through borrowings under the existing credit agreement and
through additional debt and equity financings.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ACME Televisions' revolving credit facility has a variable interest
rate. Accordingly, the Company's interest expense can be materially affected by
future fluctuations in the applicable interest rate.
9
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ACME TELEVISION, LLC.
Date: April 22, 1999 By: /s/ Doug Gealy
------------------------------
Doug Gealy, President
Date: April 22, 1999 By: /s/ Thomas D. Allen
------------------------------
Thomas D. Allen
Executive Vice President / CFO
(principal financial officer)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ACME INTERMEDIATE HOLDINGS, LLC.
Date: April 22, 1999 By: /s/ Doug Gealy
-------------------------------
Doug Gealy, President
Date: April 22, 1999 By: /s/ Thomas D. Allen
-------------------------------
Thomas D. Allen
Executive Vice President / CFO
(principal financial officer)
10
