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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
COMMISSION FILE NUMBERS:
ACME INTERMEDIATE HOLDINGS, LLC 333-40277
ACME TELEVISION, LLC 333-40281
ACME INTERMEDIATE HOLDINGS, LLC
AND
ACME TELEVISION, LLC
(EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)
<TABLE>
<S> <C> <C>
DELAWARE ACME INTERMEDIATE HOLDINGS, LLC 52-2050589
DELAWARE ACME TELEVISION, LLC 52-2050588
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
2101 E. FOURTH STREET, SUITE 202A
SANTA ANA, CALIFORNIA, 92705
(714) 245-9499
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
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 Intermediate Holdings, LLC are owned
directly or indirectly by ACME Communications, Inc. 100% of the membership units
of ACME Television, LLC are owned directly or indirectly by ACME Intermediate
Holdings, LLC. Such membership units are not publicly traded and, therefore,
have no separate, quantifiable market value.
As of August 14, 2000, ACME Intermediate Holdings, LLC and ACME Television, LLC
had 910,986 and 200, respectively, common membership units outstanding; all such
units are owned, directly or indirectly, by ACME Communications, Inc.
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ACME INTERMEDIATE HOLDINGS, LLC
AND
ACME TELEVISION, LLC
FORM 10-Q
TABLE OF CONTENTS
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ITEM
NUMBER PAGE
------ ----
<S> <C> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2000 and
December 31, 1999................................................... 3
Consolidated Statements of Operations and Members' Capital for the
Three Months Ended June 30, 2000 and June 30, 1999.................. 4
Consolidated Statements of Operations and Members' Capital for the
Six Months Ended June 30, 2000 and June 30, 1999.................... 5
Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2000 and June 30, 1999..................................... 6
Notes to Consolidated Financial Statements.......................... 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results Of Operations............................................... 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk.......... 13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................... 13
Item 6. Exhibits and Reports on Form 8-K.................................... 14
</TABLE>
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ACME INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARIES
ACME TELEVISION, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1999 AS OF JUNE 30, 2000
-------------------------------- ----------------------------------
ACME ACME
INTERMEDIATE ACME INTERMEDIATE ACME
HOLDINGS, LLC TELEVISION, LLC HOLDINGS, LLC TELEVISION, LLC
------------- --------------- ------------- ----------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,012 $ 4,012 $ 4,182 $ 4,182
Accounts receivable, net 13,978 13,978 14,672 14,672
Due from affiliates -- 128 -- 128
Current portion of programming rights 11,331 11,331 10,570 10,570
Prepaid expenses and other current assets 1,065 1,065 1,102 1,102
Deferred income taxes 2,448 2,448 2,700 2,700
--------- --------- --------- ---------
Total current assets 32,834 32,962 33,226 33,354
Property and equipment, net 25,116 25,116 26,100 26,100
Programming rights, net of current portion 14,704 14,704 10,159 10,159
Intangible assets, net 282,972 282,972 275,548 275,548
Other assets 11,295 9,760 11,420 9,932
--------- --------- --------- ---------
Total assets $ 366,921 $ 365,514 $ 356,453 $ 355,093
========= ========= ========= =========
LIABILITIES AND MEMBERS' CAPITAL
Current liabilities:
Accounts payable 5,330 5,330 6,812 6,812
Accrued liabilities 8,142 8,142 4,198 4,198
Due to affiliates 1,188 1,188 1,164 1,164
Current portion of programming rights
payable 10,727 10,727 10,292 10,292
Current portion of obligations under lease 1,617 1,617 1,682 1,682
--------- --------- --------- ---------
Total current liabilities 27,004 27,004 24,148 24,148
Programming rights payable, net of
current portion 13,605 13,605 8,888 8,888
Obligations under lease, net of
current portion 5,796 5,796 4,955 4,955
Other liabilities 259 259 420 420
Deferred income taxes 25,187 25,799 20,753 22,630
10 7/8% senior discount notes 161,695 161,695 170,488 170,488
12% senior secured notes 47,970 -- 51,235 --
--------- --------- --------- ---------
Total liabilities 281,516 234,158 280,887 231,529
Members' capital 182,728 216,889 182,992 217,154
Accumulated deficit (97,323) (85,533) (107,426) (93,590)
--------- --------- --------- ---------
Total members' capital 85,405 131,356 75,566 123,564
--------- --------- --------- ---------
Total liabilities and members' capital $ 366,921 $ 365,514 $ 356,453 $ 355,093
========= ========= ========= =========
</TABLE>
See the notes to the consolidated financial statements.
3
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ACME INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARIES
ACME TELEVISION, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30,
-------------------------------------------------------------------
1999 2000
------------------------------- ---------------------------------
ACME ACME
INTERMEDIATE ACME INTERMEDIATE ACME
HOLDINGS, LLC TELEVISION, LLC HOLDINGS, LLC TELEVISION, LLC
------------- --------------- ------------- ---------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Net revenues $ 15,512 $ 15,512 $ 19,169 $ 19,169
Operating expenses:
Station operating expenses 11,560 11,560 13,922 13,922
Depreciation and amortization 4,393 4,393 4,712 4,712
Corporate 762 762 932 932
Equity-based compensation 8,200 8,200 133 133
-------- -------- -------- ---------
Operating loss (9,403) (9,403) (530) (530)
Other income (expenses):
Interest income 12 12 26 26
Interest expense (6,600) (5,108) (6,716) (5,003)
Gain on sale of assets, net -- -- 1,511 1,511
Other -- -- (4) (3)
-------- -------- -------- ---------
Net loss before income taxes (15,991) (14,499) (5,713) (3,999)
Income tax benefit 191 191 1,896 1,241
-------- -------- -------- ---------
Net loss $(15,800) $(14,308) $ (3,817) $ (2,758)
Parent's contribution 8,200 15,000 -- --
Equity-based compensation -- 8,200 133 133
Redeemable preferred dividend (366) -- -- --
Total members' capital at the
beginning of the period 20,841 62,817 79,250 126,189
-------- -------- -------- ---------
Total members' capital at the
end of the period $ 12,875 $ 71,709 $ 75,566 $ 123,564
======== ======== ======== =========
</TABLE>
See the notes to the consolidated financial statements.
4
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ACME INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARIES
ACME TELEVISION, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30,
------------------------------------------------------------------
1999 2000
------------------------------- --------------------------------
ACME ACME
INTERMEDIATE ACME INTERMEDIATE ACME
HOLDINGS, LLC TELEVISION, LLC HOLDINGS, LLC TELEVISION, LLC
------------- --------------- ------------- ---------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Net revenues $ 26,635 $ 26,635 $ 35,387 $ 35,387
Operating expenses:
Station operating expenses 19,990 19,990 26,577 26,577
Depreciation and amortization 8,159 8,159 9,892 9,892
Corporate 1,483 1,483 1,820 1,820
Equity-based compensation 10,700 10,700 265 265
-------- -------- -------- ---------
Operating loss (13,697) (13,697) (3,167) (3,167)
Other income (expenses):
Interest income 20 20 43 43
Interest expense (12,430) (9,545) (13,072) (9,760)
Gain on sale of assets, net -- -- 1,511 1,511
Other -- -- (5) (4)
-------- -------- -------- ---------
Net loss before income taxes (26,107) (23,222) (14,690) (11,377)
Income tax benefit (2,064) (2,064) 4,586 3,320
-------- -------- -------- ---------
Net loss $(28,171) $(25,286) $(10,104) $ (8,057)
Parent's contribution 10,700 15,000 -- --
Equity-based compensation -- 10,700 265 265
Redeemable preferred dividend (366) -- -- --
Total members' capital at the
beginning of the period 30,712 71,295 85,405 131,356
-------- -------- -------- ---------
Total members' capital at the
end of the period $ 12,875 $ 71,709 $ 75,566 $ 123,564
======== ======== ======== =========
</TABLE>
See the notes to the consolidated financial statements.
5
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ACME INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARIES
ACME TELEVISION, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30,
---------------------------------------------------------------
1999 2000
---------------------------- -----------------------------
ACME ACME ACME ACME
INTERMEDIATE TELEVISION, INTERMEDIATE TELEVISION,
HOLDINGS, LLC LLC HOLDINGS, LLC LLC
------------- ----------- ------------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss $(28,171) $(25,286) $(10,104) $(8,057)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 8,159 8,159 9,891 9,891
Amortization of program rights 3,250 3,250 6,347 6,347
Amortization of debt issuance costs 285 261 595 595
Amortization of discount on 10 7/8% senior
discount notes 7,909 7,909 8,793 8,793
Amortization of discount on 12% senior
secured notes 2,861 -- 3,265 --
Gain on sale of assets, net -- -- (1,511) (1,511)
Equity-based compensation 10,700 10,700 265 265
Deferred taxes 2,038 2,038 (4,586) (3,320)
Changes in assets and liabilities:
Increase in accounts receivables, net (2,542) (2,542) (694) (694)
Increase in prepaid expenses (353) (353) (37) (37)
Decrease in due from affiliates 126 126 -- --
Increase in other assets (2,583) (2,583) (720) (767)
Increase in accounts payable 526 526 1,482 1,482
Increase (decrease) in accrued liabilities 3,621 3,621 (4,004) (4,004)
Payments on programming rights payable (4,227) (4,227) (6,193) (6,193)
Decrease in due to affiliates -- -- (24) (24)
Increase (decrease) in other liabilities (505) (505) 61 60
-------- -------- -------- -------
Net cash provided by operating activities 1,094 1,094 2,826 2,826
Cash flows from investing activities:
Purchase of property and equipment (4,493) (4,493) (4,293) (4,293)
Proceeds from the sale of assets -- -- 2,634 2,634
Purchase of and deposits for station interests (41,765) (41,765) (221) (221)
-------- -------- -------- -------
Net cash used in investing activities (46,258) (46,258) (1,880) (1,880)
Cash flows from financing activities:
Increase in revolving credit facility, net
of repayments 31,400 31,400 -- --
Payments of capital lease obligations (572) (572) (776) (776)
Issuance of redeemable preferred membership units 15,000 -- -- --
Issuance of membership units -- 15,000 -- --
-------- -------- -------- -------
Net cash provided by (used in)
financing activities 45,828 45,828 (776) (776)
Net increase in cash 664 664 170 170
Cash at beginning of period 953 953 4,012 4,012
-------- -------- -------- -------
Cash at end of period $ 1,617 $ 1,617 $ 4,182 $ 4,182
======== ======== ======== =======
Cash Payments for:
Interest $ 630 $ 630 $ 212 $ 212
Taxes $ 25 $ 25 $ -- $ --
======== ======== ======== =======
Non-Cash Transactions:
Addition of program rights contracts $ 1,047 $ 1,047 $ 788 $ 788
======== ======== ======== =======
Exchange of note receivable and option deposit as
purchase consideration for station interest $ 7,000 $ 7,000 $ -- $ --
======== ======== ======== =======
</TABLE>
See the notes to the consolidated financial statements.
6
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ACME INTERMEDIATE HOLDINGS, LLC AND SUBSIDIARIES
ACME TELEVISION, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 2000
(1) FORMATION AND DESCRIPTION OF THE BUSINESS
REORGANIZATION OF PARENT
ACME Communications, Inc. was formed on July 23, 1999, in preparation
for and in conjunction with an initial public offering of its stock.
On September 27, 1999, the Board of Advisors of ACME Television
Holdings, LLC the parent company of ACME Intermediate Holdings, LLC ("ACME
Intermediate") and its wholly-owned subsidiary ACME Television, LLC ("ACME
Television") and its members and the Board of Directors of ACME Communications,
Inc. and its stockholder approved a merger and reorganization (the
"Reorganization"), whereby ACME Communications, Inc., became the direct parent
of ACME Television Holdings, LLC. As a result of the Reorganization, ACME
Communications, Inc. is the ultimate parent of ACME Intermediate and its
wholly-owned subsidiary ACME Television. All transactions contemplated as part
of the Reorganization closed on October 5, 1999. References to "ACME Parent"
herein refer to either ACME Television Holdings, LLC, or, subsequent to the
Reorganization, ACME Communications, Inc.
FORMATION
ACME Intermediate was formed on August 8, 1997. Upon formation, ACME
Intermediate received a contribution from 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 net
assets. This Contribution of $25,455,000 (including cash of $2,380,000) 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 ACME
Intermediate has reflected the results of operations of the contributed entities
for the year ended December 31, 1997. In addition, on September 30, 1997, ACME
Parent made an additional contribution of $21,746,000 in exchange for membership
units in ACME Intermediate.
ACME Television was formed on August 8, 1997. Upon formation, ACME
Television received a contribution from ACME Parent through ACME Intermediate of
ACME Parent's wholly-owned subsidiaries - ACME Oregon and ACME Tennessee and
certain other net assets. This Contribution of $25,455,000 (including cash of
$2,380,000) was made in exchange for membership units in the Company 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 ACME Television has reflected the results of operations of the
contributed entities for the year ended December 31, 1997. In addition, on
September 30, 1997, ACME Intermediate made an additional contribution of
$60,061,000 in exchange for membership units in ACME Television.
ACME Parent owns directly or indirectly, 100% of the outstanding member
units of ACME Intermediate. ACME Intermediate owns, directly or indirectly, 100%
of the outstanding member units of ACME Television.
7
<PAGE> 8
DESCRIPTION OF THE BUSINESS
ACME Intermediate is a holding company with no independent operations
other than its indirect wholly-owned subsidiary, ACME Television. ACME
Television, through its wholly-owned subsidiaries, owns and operates the
following ten commercially licensed broadcast television stations located
throughout the United States:
NETWORK
STATION MARKET AFFILIATION
------- ------ -----------
KPLR - 11 St. Louis, MO................................ WB
KWBP - 32 Portland, OR................................. WB
KUWB - 30 Salt Lake City, UT........................... WB
KWBQ - 19 Albuquerque-Santa Fe, NM..................... WB
KASY - 50 Albuquerque-Santa Fe, NM..................... UPN
WBXX - 20 Knoxville, TN................................ WB
WTVK - 46 Ft. Myers-Naples, FL......................... WB
WBDT - 26 Dayton, OH................................... WB
WIWB - 14 Green Bay-Appleton, WI....................... WB
WBUI - 23 Champaign-Springfield-Decatur, IL............ WB
(2) PRESENTATION OF INTERIM FINANCIAL STATEMENTS
Financial statements are presented for each of ACME Intermediate
Holdings, LLC and its wholly owned subsidiary, ACME Television, LLC. Unless the
context requires otherwise, references to the "Company" refers to both ACME
Intermediate and ACME Television. Segment information is not presented since all
of the Company's revenue is attributed to a single reportable segment -
television broadcasting. Certain amounts previously reported for 1999 have been
reclassified to conform to the 2000 financial statement presentation.
The accompanying consolidated financial statements for the three and six
month periods ended June 30, 2000 and 1999 are unaudited and have been prepared
in accordance with generally accepted accounting principles, the instructions to
this Form 10-Q and Article 10 of Regulation S-X. In the opinion of management,
such financial statements include all adjustments (consisting of normal
recurring accruals) considered necessary for the fair presentation of the
financial position and the results of operations, and cash flows for these
periods. As permitted under the applicable rules and regulations of the
Securities and Exchange Commission, these financials statements do not include
all disclosures and footnotes normally included with annual consolidated
financial statements, and accordingly, should be read in conjunction with the
consolidated financial statements, and the notes thereto, included in the
Company's Annual Report on Form 10-K filed with the SEC on March 30, 2000. The
results of operations presented in the accompanying financial statements are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2000.
(3) RELATED PARTY TRANSACTION
On May 31, 2000, the Company sold to and leased-back from Roberts
Brothers Properties, III, LLC, the studio building for our stations KWBQ and
KASY in Albuquerque, NM. Mr. Michael Roberts is one of the principal owners of
Roberts Brothers Properties, III, LLC and is also a member of ACME Parent's
board of directors. The sale and leaseback of the building was set forth in an
option granted in 1999 to an entity the Roberts brothers controlled. In
accordance with the option agreement, the property was sold back at our original
cost, however, transaction charges associated with the sale resulted in a loss
of approximately $65,000, which is included in the gain on sale of assets, net,
on the accompanying consolidated statement of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
Company's unaudited consolidated financial statements and related notes included
elsewhere in this report on Form 10-Q and with the audited financial statements
and Management's Discussion and Analysis contained in the Company's Form 10-K
for the year ended December 31, 1999.
8
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Forward -Looking Statements:
This report includes forward-looking statements. In addition, when used
in this report, the words "believe," "expects" and any 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
as a result of various important factors, including (but not limited to) the
impact of changes in national and regional economies, our ability to service our
outstanding debt, successful integration of acquired entities (including
achievement of synergies and cost reductions), pricing fluctuations in local and
national advertising, volatility in programming costs, the effects of
governmental regulation of broadcasting, the ability to secure suitable studio
and tower leases at the end of their respective terms and the other risk factors
set forth in the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 30, 2000. 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.
OVERVIEW
We derive our revenues primarily from the sale of advertising time to
local, regional and national advertisers. Our revenues depend on popular
programming that attracts audiences in the demographic groups targeted by
advertisers, allowing us to sell advertising time at satisfactory rates. Our
revenues also depend significantly on factors such as the national and local
economy and the level of local competition.
Our revenues are generally highest during the fourth quarter of each
year, primarily due to increased expenditures by advertisers in anticipation of
holiday season consumer spending and an increase in viewership during this
period. We generally pay commissions to advertising agencies on local, regional
and national advertising and to national sales representatives on national
advertising. Our revenues reflect deductions from gross revenues for commissions
payable to advertising agencies and national sales representatives.
Our primary station operating expenses are programming costs, employee
compensation, advertising and promotion expenditures and depreciation and
amortization. Programming expense consists primarily of amortization of
broadcast rights relating to syndicated programs as well as news production and
sports rights fees. Changes in employee compensation expense result primarily
from increases in total staffing levels, from adjustments to fixed salaries
based on individual performance, inflation and from changes in sales commissions
paid to our sales staff based on levels of advertising revenues. Advertising and
promotion expenses consist primarily of media and related production costs
resulting from the promotion of our stations and programs. This amount is net of
any reimbursement received or due to us for such advertisement and promotion
from The WB Network or from other program suppliers.
9
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RESULTS OF OPERATIONS
The following tables set forth selected operating and cash flow data:
BROADCAST CASH FLOW AND ADJUSTED EBITDA(1):
<TABLE>
<CAPTION>
ACME INTERMEDIATE AND ACME INTERMEDIATE AND
ACME TELEVISION ACME TELEVISION
--------------------------- -------------------------
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- -------------------------
1999 2000 1999 2000
------- ------- -------- -------
<S> <C> <C> <C> <C>
Operating loss $(9,403) $ (530) $(13,697) $(3,167)
Add back:
Equity-based compensation 8,200 133 10,700 265
Depreciation and amortization 4,393 4,712 8,159 9,892
Amortization of program rights 1,668 3,398 3,250 6,347
Corporate expenses 762 932 1,483 1,820
Adjusted program payments (1) (1,737) (3,195) (3,379) (6,130)
------- ------- -------- -------
Broadcast cash flow 3,883 5,450 6,516 9,027
Less:
Corporate expenses 762 932 1,483 1,820
------- ------- -------- -------
Adjusted EBITDA $ 3,121 $ 4,518 $ 5,033 $ 7,207
Broadcast cash flow margin (1) 25.0% 28.4% 24.5% 25.5%
Adjusted EBITDA margin (1) 20.1% 23.6% 18.9% 20.4%
</TABLE>
<TABLE>
<CAPTION>
ACME INTERMEDIATE AND
ACME TELEVISION
----------------------------
SIX MONTHS ENDED JUNE 30,
----------------------------
1999 2000
-------- --------
<S> <C> <C>
Cash flows provided by (used in):
Operating activities $ 1,094 $ 2,826
Investing activities $(46,258) $(1,880)
Financing activities $ 45,828 $ (776)
</TABLE>
-------------------
(1) We define:
- broadcast cash flow as operating income, plus equity-based compensation,
depreciation and amortization, time brokerage fees, amortization of
program rights, and corporate expenses, less program payments -- the
latter as adjusted to reflect reductions for liabilities relating to
expired rights or rights which have been written-off in connection with
acquisitions;
- adjusted EBITDA as broadcast cash flow less corporate expenses;
- broadcast cash flow margin as broadcast cash flow as a percentage of net
revenues; and
- adjusted EBITDA margin as adjusted EBITDA as a percentage of net
revenues.
We have included broadcast cash flow, broadcast cash flow margin, adjusted
EBITDA and adjusted EBITDA margin data because management believes that
these measures are useful to an investor to evaluate our ability to service
debt and to assess the earning ability of our stations' operations. However,
you should not consider these items in isolation or as substitutes for net
income, cash flows from operating activities and other statement of
operations or cash flows data prepared in accordance with generally accepted
accounting principles. These measures are not necessarily comparable to
similarly titled measures employed by other companies.
10
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QUARTER AND SIX MONTHS ENDED JUNE 30, 2000 vs JUNE 30, 1999
Operations:
Net revenues increased 24% to $19.2 million for the second quarter and
33% to $35.4 for the six months of 2000 compared to $15.5 million and $26.6
million for the same periods a year ago. These increases reflect significant
growth (averaging 45%) at our developing stations and the revenue from the four
stations we have acquired since June 1, 1999 (WBDT - Dayton, WIWB - Green
Bay/Appleton, WBUI - Champaign/ Decatur/Springfield and KASY - Albuquerque/Santa
Fe, collectively the "Acquired Stations"). These increases were offset somewhat
by a reduction in baseball revenues at KPLR due to the conversion for the 2000
season of our St. Louis Cardinal contract from a rights fee arrangement, where
we paid the Cardinals a rights fee and sold the advertising time, to a time
period buy, where the Cardinals paid KPLR to run the games and sold the
advertising time themselves. The resulting impact of this change is
significantly reduced baseball revenues and the elimination of baseball related
expense in 2000 compared to 1999. On a "Same Station" basis (i.e. reflecting the
results of the six stations we owned and operated for the full second quarter
and the five stations we owned and operated for the full six months of 2000 and
1999) and excluding the impact from the conversion of the St. Louis Cardinals
baseball contract, our second quarter 2000 net revenues rose 27% and the six
month net revenues rose 29% as compared to 1999.
Station operating expenses increased 20% to $14.0 million for second
three months and 33% to $26.6 for the six months of 2000 compared to the same
periods a year ago when station operating expenses were $11.6 million and $20.0
million, respectively. This increase relates primarily to same station expense
increases, before the impact of the reduction in operating costs related to the
conversion of the Cardinals contract referenced above, of 22% for the quarter
and 23% for the six months period, which in turn principally relate to the
Company's continued investment in programming and promotion. In addition, our
operating expenses increased due to the addition of the four Acquired Stations.
Depreciation and amortization increased 7.3% to $4.7 million in the
second quarter and 21.2% to $9.9 for the six months of 2000 compared to $4.4
million and $8.2 million in the same periods a year ago. These increases relate
to the amortization of the intangible assets of the Acquired Stations.
Additionally, depreciation expense increased due to the addition of property,
plant and equipment since June 1999.
Corporate expenses increased 22.3% to $932,000 for the second quarter of
2000 and 22.7% to $1.8 million year to date as compared to $762,000 and $1.5
million for the same period a year ago. These increases were primarily
attributable to the increased staffing to support the growing operations of our
station group, which increased from 5 to 10 stations since June 1999.
Equity-based compensation of $133,000 in the second quarter of 2000
($265,000 year to date) relates to stock options issued at below market value in
connection with the conversion of our long-term incentive plan awards. The
equity-based compensation charge of $8.2 million in the second quarter of 1999
($10.7 year to date) related to management carry units that were issued to our
senior management in June 1997 and which were accounted for as a variable
compensation plan. These management carry units were converted into common stock
of ACME Parent in September 1999 and no further compensation charges related to
these carry units has or will be recorded thereafter.
ACME Intermediate's interest expense for the second quarter of 2000 was
$6.7 million and was $13.1 million for the six month 2000 period, an increase of
2% and 5.2%, respectively, over the 1999 expenses of $6.6 million and $12.4
million. These increases reflect the increased interest expense for ACME
Intermediate's 12% senior secured notes, ACME Television's 10-7/8% senior
discount notes and our capital equipment facility, offset somewhat by the
reduced interest in connection with our revolving credit facility which had a
zero balance in 2000 compared to an average balance of $39.2 million in the
second quarter and $24.9 million for the six month period of 1999.
ACME Television's interest for the second quarter of 2000 was $5.0
million a decrease of 2% from the $5.1 million expense in the second quarter of
1999, and was $9.8 million for the six month period, an increase of 2.3% over
the 1999 expenses of $9.5 million. The decrease of 2% for the second quarter is
the result of increased interest expense for ACME Television's 10-7/8% senior
discount notes and our capital equipment facility, offset by the reduced
interest in connection with our revolving credit facility as described above.
The net gain on the sale of assets of $1.5 million reflects the sale of
two separate studio facilities. In May 2000, we sold our studio building in
Albuquerque, New Mexico and leased it back under a long-term agreement (see the
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Related Party disclosure in the notes to these financial statements). In June
2000, we sold our studio building in St. Louis, Missouri, which resulted in a
gain of $1,576,000. The Company has entered into an 18-month leaseback
arrangement with the buyer of the property to allow us adequate time to secure
new studio facilities.
ACME Intermediate and ACME Television's income tax benefits for the
second quarter of 2000 were $1.9 million and $1.2 million, respectively,
compared to an income tax benefit of $191,000 for each company in the
corresponding quarter and $2.1 million in the corresponding six-month period of
1999. Prior to ACME Parent's Reorganization in September 1999, ACME Parent was a
limited liability company, therefore, no income taxes were provided for our
operations other than at our subsidiary ACME Television of Missouri, Inc., which
is a C corporation subject to federal and state taxation. Any liability or
benefit from the Company's non-taxable entities' consolidated income or loss was
the responsibility of, or benefit to, the individual members. Effective with the
Reorganization, ACME Television and ACME Intermediate became part of a
consolidated taxable group and the tax benefit applicable to their respective
consolidated taxable losses is recognized by each of them. The tax benefit for
the second quarter and six months of 2000 is the result of taxable losses
generated during the periods. The six month period ending June 30, 1999 expense
reflects a $3.0 million expense booked in the first quarter of 1999 in
connection with an inadvertent merger of a C corporation subsidiary into it's
LLC parent, net of approximately $900,000 in tax benefit that was generated by
the Missouri subsidiary. During September 1999, the Company obtained a judicial
rescission of the merger transaction and reversed the $3.0 million provision.
Broadcast cash flow for the second quarter of 2000 increased 40% to $5.5
million over the prior year broadcast cash flow of $3.9 million. For the six
months ended June 30th, broadcast cash flow increased 39% to $9.0 million in
2000 as compared to $6.5 million in 1999. These increases are primarily the
result of our stations' expanding revenue shares within their respective markets
driven by their continued improvements in ratings. Our overall broadcast cash
flow growth was moderated slightly by losses at the Company's Acquired Stations
in both the second quarter and six months of 2000. On a Same Station basis, our
broadcast cash flow increased 34% in the second quarter of 2000 compared to the
second quarter of 1999 and increased 37% for the first six months of 2000
compared to the same period in 1999.
Adjusted EBITDA was $4.5 million during the second quarter of 2000, a
43% increase from the $3.1 million adjusted EBITDA for the second quarter of
1999. For the six months ended June 30, 2000, our adjusted EBITDA was $7.1
million, representing a 42% increase over the corresponding six-month period of
1999. These increases reflect our increased broadcast cash flow, net of
increased corporate expenses.
ACME Intermediate's net loss for the second quarter of 2000 was $3.8
million and ACME Television's was $2.8 million as compared to a net loss for the
second quarter of 1999 of $15.8 million and $14.3 million, respectively. For the
first six months of 2000, ACME Intermediate's net loss was $10.1million and ACME
Television's was $8.1compared to net losses for the six months of 1999 of $28.2
million and $25.3 million, respectively. These decreases in the Company's net
losses are attributable to our increased adjusted EBITDA, the significantly
reduced equity-based compensation expense and a significant increase in the
income tax benefit, offset by increased amortization and depreciation expense.
Liquidity and Capital Resources:
Cash flow provided by operating activities was $2.8 million for the six
months ended June 30, 2000 compared to cash flow provided by operating
activities of $1.1 million for 1999. This $1.7 million increase is attributable
primarily to increased adjusted EBITDA.
Cash flow used in investing activities was $1.9 million during the first
six months of 2000 compared to $46.3 million used during the same period in
1999. In 2000, investing activities included purchases of broadcast and other
equipment to improve capabilities at the Acquired Stations and the purchase of a
low-power broadcast license for KWBP - Portland, OR to improve our coverage of
the Portland market. Investing activity in 1999 included the purchase of three
of the four Acquired Stations, the purchase of the remaining 51% interest in
station KUPX (which was subsequently swapped for KUWB - Salt Lake City) and the
purchase of studio facilities for KWBP -Portland, Oregon.
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Cash flow used in financing activities of $776,000 during the six months
ended June 30, 2000 related to payments on our capital lease facilities. Cash
flows provided by financing activities for the same period in 1999 were $45.8
million consisting of borrowings against our revolving credit facility and $15.0
million in the issuance of membership units, slightly offset by capital lease
payments.
The Company's revolving credit facility allows for borrowings up to
$40.0 million, dependent upon our meeting certain financial ratio tests. The
revolving credit facility can be used to fund future acquisitions of broadcast
stations and for general corporate purposes. At June 30, 2000 there were no
borrowings outstanding under the facility and approximately $36.8 million was
available. Although the Company was not in compliance with one of our financial
covenants at June 30, 2000 this non-compliance was waived by the banks party to
the facility.
The Company also has capital lease facilities in the aggregate amount of
$20 million. Borrowings under these facilities are generally repaid over five
years. As of June 30, 2000, amounts due under the facilities were $6.6 million
bearing an average implicit interest rate of 8.95% per annum. At June 30, 1999,
amounts due under the facilities were $7.4 million and bore an average implicit
interest rate of 8.66%.
The Company believes that existing cash balances, funds generated from
operations and borrowings under its credit agreement and capital lease
facilities, if necessary, will be sufficient to satisfy the Company's cash
requirements for its existing operations and debt service (including interest on
our senior discount notes which begin to accrue cash interest on October 1,
2000), for at least the next twelve months. The Company expects that any future
acquisitions of television stations would be financed through these same sources
and, if necessary, through additional debt and/or equity financing. However,
there is no guarantee that such additional debt and/or equity will be available
or available at terms acceptable to the Company.
ADOPTION OF ACCOUNTING STANDARDS
The FASB (Financial Accounting Standards Board) has issued FASB
statement No. 133 "Accounting for Derivative Instruments and Hedging Activities"
which we adopted for our quarter ended March 31, 2000. This pronouncement
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts,
(collectively referred to as derivatives) and for hedging activities. It
requires that entities recognize all derivatives as either assets or liabilities
in the statement of financial position and measure those instruments at fair
value. This pronouncement did not impact the Company's financial statements
since the Company currently has no derivative instruments.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") 101, "Revenue Recognition in Financial
Statements." SAB 101 provides guidance on the recognition, presentation, and
disclosure of revenue in financial statements of all public registrants. Any
change in the Company's revenue recognition policy resulting from the
implementation of SAB 101 would be reported as a change in accounting principle.
In June 2000, the SEC issued SAB 101B which delays the implementation date of
SAB 101 until the fourth fiscal quarter of fiscal years beginning after December
15, 1999. The Company is evaluating the impact, if any, of SAB 101 on its
financial position and results of operations.
In March 2000, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 44, "Accounting for Certain Transactions involving Stock
Compensation" ("FIN 44"). FIN 44 clarifies certain issues related to accounting
for stock-based compensation, including (a) the definition of employee for
purposes of applying APB Opinion No. 25, "Accounting for Stock Issued to
Employees," (b) the criteria for determining whether a plan qualifies as a
noncompensatory plan, (c) the accounting consequence of various modifications to
the terms of a previously fixed stock option or award, and (d) the accounting
for an exchange of stock compensation awards in a business combination. FIN 44
is effective July 1, 2000, but covers certain specific events that occur either
after December 15, 1998 or January 12, 2000. To the extent that FIN 44 covers
events occurring during the period after December 15, 1998 or January 12, 2000,
but before the effective date of July 1, 2000, the effects of applying FIN 44
are recognized on a prospective basis from July 1, 2000. The Company does not
believe that FIN 44 will have any impact on its financial position and results
of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's revolving credit facility has a variable interest rate.
Accordingly, the Company's interest expense could be materially affected by
future fluctuations in the applicable interest rate. At June 30, 2000, the
Company had no borrowings under the revolving credit facility.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company currently and from time to time is involved in litigation
incidental to the conduct of its business. The Company maintains comprehensive
general liability and other insurance, which it believes to be adequate for the
purpose. The Company is not currently a party to any lawsuit or proceeding that
management believes would have a material adverse affect on its financial
condition or results of operations.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------ -------------------
27.1 Financial Data Schedule for ACME Intermediate Holdings, LLC.
27.2 Financial Data Schedule for ACME Television, LLC.
(b) REPORTS ON FORM 8-K
The Company has not filed a Current Report on Form 8-K within the
three-month period ended June 30, 2000.
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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 INTERMEDIATE HOLDINGS, LLC.
Date: August 14, 2000 By: /s/ THOMAS ALLEN
------------------------------
Thomas Allen
Executive Vice President/CFO
(Principal accounting officer)
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------ -------------------
27.1 Financial Data Schedule for ACME Intermediate Holdings, LLC.
27.2 Financial Data Schedule for ACME Television, LLC.
