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Previous: ROCKY MOUNTAIN CHOCOLATE FACTORY INC, 424B3, 1996-01-05 |
Next: COMMNET CELLULAR INC, S-4/A, 1996-01-05 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 29, 1995
0-14871
(Commission File Number)
ML MEDIA PARTNERS, L.P.
(Exact name of registrant as specified in its governing
instruments)
Delaware
(State or other jurisdiction of organization)
13-3321085
(IRS Employer Identification No.)
World Financial Center
South Tower - 14th Floor
New York, New York 10080-6114
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 236-6472
N/A
Former name, former address and former fiscal year if changed
since last report
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 X No .
Item 6. Exhibits and Reports on Form 8-K.
A). Exhibits.
Exhibit # Description
27. Financial Data Schedule
99. Current Report on Form 8-K/A dated
September 30, 1995.
B). Reports on Form 8-K.
Registrant filed a Current Report on Form 8-K,
dated September 30, 1995, to report the completion
of the sale to KATC Communications, Inc., of
substantially all of the assets used in the
operations of Registrant's television station KATC-
TV, Lafayette, Louisiana.
Registrant filed a Current Report on Form 8-K/A
dated September 30, 1995, to report the Pro-Forma
Condensed Financial Statements giving effect to
the sale of WREX and KATC.
<PAGE>
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.
Dated: January 5, 1996 /s/ Diane T. Herte
Diane T. Herte
Treasurer
(principal accounting officer
and principal financial
officer of the Registrant)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial
information extracted from the quarter September 29, 1995
Form 10Q Consolidated Balance Sheets and Consolidated
Statements of Operations as of September 29, 1995, and is
qualified in its entirety by reference to such financial
statements.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-29-1995
<PERIOD-END> SEP-29-1995
<CASH> 35,413
<SECURITIES> 0
<RECEIVABLES> 10,868
<ALLOWANCES> 831
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 202,521
<DEPRECIATION> 125,870
<TOTAL-ASSETS> 220,243
<CURRENT-LIABILITIES> 0
<BONDS> 193,524
<COMMON> 0
0
0
<OTHER-SE> (9,052)
<TOTAL-LIABILITY-AND-EQUITY> 220,243
<SALES> 0
<TOTAL-REVENUES> 91,373
<CGS> 0
<TOTAL-COSTS> 30,079
<OTHER-EXPENSES> 22,729
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,030
<INCOME-PRETAX> 7,207
<INCOME-TAX> 0
<INCOME-CONTINUING> 7,207
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,207
<EPS-PRIMARY> 37.95
<EPS-DILUTED> 0
</TABLE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report September 30, 1995
(Date of earliest event reported)
ML MEDIA PARTNERS, L.P.
(Exact name of Registrant as specified in its governing
instruments)
Delaware 0-14871 13-3321085
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
World Financial Center - South Tower
New York, New York 10080-6114
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(212) 236-6472
N/A
(Former name or former address, if change since last report)
Item 2. Acquisition or Disposition of Assets.
On July 31, 1995, ML Media Partners, L.P. ("Registrant")
completed the sale to Quincy Newspapers, Inc. (The "WREX Buyer")
of substantially all of the assets used in the operations of
Registrant's television station WREX-TV, Rockford, Illinois
("WREX"), other than cash and accounts receivable. The WREX
Buyer did not assume the accounts payable and certain other
liabilities of WREX and Registrant will remain liable for such
liabilities. The purchase price for the assets was approximately
$18.4 million, subject to certain adjustments. A reserve of
approximately $2.3 million was established to cover certain
purchase price adjustments and expenses and liabilities relating
to the sale, and the balance of approximately $16.1 million was
applied to repay a portion of the bank indebtedness secured by
the assets of WREX and KATC.
On September 30, 1995, Registrant completed the sale to KATC
Communications, Inc. (the "KATC Buyer") of substantially all of
the assets used in the operations of Registrant's television
station KATC-TV, Lafayette, Louisiana ("KATC"), other than cash
and accounts receivable. The KATC Buyer did not assume the
accounts payable and certain other liabilities of KATC and
Registrant will remain liable for such liabilities. The purchase
price for the assets was $24.5 million. Proceeds of the sale
will be applied to repay in full the remaining bank indebtedness
of approximately $6.0 million secured by the assets of KATC and
to pay (or reserve for payment) expenses and liabilities relating
to the sale (the amount of which cannot be presently determined)
as well as other debts and obligations of Registrant, including
all or a portion of deferred fees and expenses owed to the
General Partner. As of June 30, 1995, deferred fees and expenses
owed to the General Partner totaled approximately $15.3 million.
The amount and timing of a distribution of the remaining
proceeds, if any, from the sale of KATC will be made in
accordance with the terms of the Registrant's Partnership
Agreement.
Item 7.(b) Financial Statements and Exhibits-Pro forma financial
information.
ML MEDIA PARTNERS, L.P.
PRO FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
The following unaudited Pro Forma Condensed Financial Statements
give effect to the sale of WREX and KATC, as described in Item 2
herein, as if such transactions had occurred at (i) January 1,
1994 (the first day of fiscal year 1994) for the Pro Forma
Condensed Statements of Operations and (ii) June 30, 1995 for the
Pro Forma Condensed Balance Sheet. The Pro Forma Condensed
Statements of Operations do not reflect a gain of approximately
$7.1 on the sale of WREX's assets and a gain of approximately
$9.8 on the sale of KATC's assets. In addition, the Pro Forma
Condensed Statements of Operations reflect no interest earned on
the sales proceeds. The Pro Forma Condensed Balance Sheet does
not reflect the amount of a distribution, if any, or other
application (including to pay deferred fees and expenses owed to
the General Partner) of the remaining proceeds, if any, from the
sales which will be made in accordance with Registrant's
Partnership Agreement.
The Pro Forma Condensed Financial Statements are based on
historical financial information of Registrant for the periods
referred to above. Pro Forma adjustments are described in the
accompanying notes. The Pro Forma Condensed Financial Statements
should be read in conjunction with the historical financial
statements, the notes thereto and the discussion of these
transactions included elsewhere in this filing.
The Pro Forma Condensed Financial Statements are presented for
informational purposes only and are not necessarily indicative of
what the actual results of operations would have been had the
transactions occurred as of the beginning of the respective
periods referred to above, nor do they purport to indicate the
results of future operations of Registrant. In the General
Partner's opinion, all adjustments necessary to present fairly
such Pro Forma Condensed Financial Statements have been made.
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
WREX KATC
Pro Forma Pro Forma
Historical Adjustments Adjustments Pro Forma (3)
<S> <C> <C> <C> <C>
ASSETS:
Cash and
cash
equiva-
lents $ 29,159,306 $ 16,057,911 1 $20,500,000 2a $ 40,541,407
a
(16,223,880)1b (8,951,930)2b
Accounts
Receiv-
able,
net 10,177,445 10,177,445
Prepaid
expen-
ses and
other
assets 9,175,382 (986,845)1a (1,367,771)2a 6,820,766
Property
plant
and
equip-
ment,
net 80,528,299 (2,139,642)1a (2,339,774)2a 76,048,883
Intan-
gible
assets,
net 97,275,519 (5,788,917)1a (7,030,639)2a 84,455,963
Total
Assets $226,315,951 $ (9,081,373) $ 809,886 $218,044,464
(Continued on following page).
</TABLE>
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONDENSED BALANCE SHEET
AS OF JUNE 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
WREX KATC
Pro Forma Pro Forma
Historical Adjustments Adjustments Pro Forma(3)
<S> <C> <C> <C> <C>
LIABIL-
ITIES
AND
PART-
NERS'
DEFICIT
Liabil-
ities:
Borrow-
ings $211,880,929 $(16,057,911)1b $(6,342,088)2b $189,480,930
Account
s
payable
and
other
liabili 32,674,060 (165,969) (2,609,842) 29,898,249
ties
Total
Liabili
ties 244,554,989 (16,223,880) (8,951,930) 219,379,179
Part-
ners'
Deficit
:
General
Partner
:
Capital
contri-
butions
, net
of
offerin 1,708,299 1,708,299
g
expense
s
Cumula-
tive
(loss)/
income (1,827,772) 71,425 1a 97,619 2a (1,658,728)
(119,473) 71,425 97,619 49,571
(Continued on following page).
</TABLE>
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONDENSED BALANCE SHEET
AS OF JUNE 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
WREX KATC
Pro Forma Pro Forma
Historical Adjustments Adjustments Pro Forma
(3)
<S> <C> <C> <C> <C>
Limited
Part-
ners:
Capital
contribu-
tions,
net of
offering
expenses
and
distribu-
tions
(187,994
) units
of
Limited
Part-
nership 162,829,691 162,829,691
Interest
)
Cumu-
lative
(loss)/
income (180,949,256) 7,071,082 1a 9,664,197 2a (164,213,977)
(18,119,565) 7,071,082 9,664,197 (1,384,286)
Total
Partners
' (18,239,038) 7,142,507 9,761,816 (1,334,715)
Deficit
Total
Lia-
bilities
and
Partners
' $ 226,315,951 $(9,081,373) $ 809,886 $218,044,464
Deficit
See Notes to Pro Forma Condensed Financial Statements
(Unaudited).
</TABLE>
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWENTY-SIX WEEK PERIOD ENDED JUNE 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
WREX KATC
Pro Forma Pro Forma
Historical Adjustments Adjustments Pro Forma
<S> <C> <C> <C> <C>
Revenues:
Operating
revenue $ 54,630,490 $2,647,577 1c $3,343,784 2c $48,639,129
Interest 139,145 - - 139,145
Total
revenues 54,769,635 2,647,577 3,343,784 48,778,274
Expenses:
General and
adminis-
trative
11,025,226 (602,066) 1c (664,571) 2c 9,758,589
Property
operating 20,330,900 (1,372,370) 1c (1,495,494) 2c 17,463,036
Interest 9,680,007 (503,030) 1c (753,889) 2c 8,423,088
Management
fees 795,916 (15,928) 1d (23,716) 2d 756,272
Deprecia-
tion and
amorti-
zation 14,917,962 (229,026) 1c (273,454) 2c 14,415,482
Total
expenses 56,750,011 (2,722,420) (3,211,124) 50,816,467
Net Income
(Loss) $ (1,980,376) $ (74,843) $ 132,660 $(2,038,193)
(Continued on following page).
</TABLE>
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE TWENTY-SIX WEEK PERIOD ENDED JUNE 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
WREX KATC
Pro Forma Pro Forma
Historical Adjustments Adjustments Pro Forma
<S> <C> <C> <C> <C>
Per Unit of
Limited
Partnership
Interest:
Net Loss $ (10.43) $ (10.73)
Number of
Units 187,994 187,994
See Notes to Pro Forma Condensed Financial Statements
(Unaudited).
</TABLE>
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 30, 1994
(UNAUDITED)
<TABLE>
<CAPTION>
WREX KATC
Pro Forma Pro Forma
Historical Adjustments Adjustments Pro Forma
<S> <C> <C> <C> <C>
Revenues:
Operating
revenue $105,910,208 $ 5,506,056 1c $ 6,078,081 2c $94,326,071
Interest and
other 315,029 - - 315,029
Total
revenues 106,225,237 5,506,056 6,078,081 94,641,100
Expenses:
General and
adminis-
trative 21,092,497 (1,049,855) 1c (1,181,349) 2c 18,861,293
Property
operating 38,764,954 (2,544,899) 1c (2,712,570) 2c 33,507,485
Interest 16,046,700 (851,138) 1c (1,262,156) 2c 13,933,406
Management
fee 1,591,831 (31,856) 1d (47,432) 2d 1,512,543
Deprecia-
tion and
amorti-
zation 30,180,011 (1,002,618) 1c (644,283) 2c 28,533,110
Total
expenses 107,675,993 (5,480,366) (5,847,790) 96,347,837
Net Income
(Loss) $ (1,450,756) $ 25,690 $ 230,291 $(1,706,737)
(Continued on following page).
</TABLE>
<PAGE>
ML MEDIA PARTNERS, L.P.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 30, 1994
(UNAUDITED)
<TABLE>
<CAPTION>
WREX KATC
Pro Forma Pro Forma
Historical Adjustments Adjustments Pro Forma
<S> <C> <C> <C> <C>
Per Unit of
Limited
Partnership
Interest
Net Loss $ (7.64) $ (8.99)
Number of
Units 187,994 187,994
See Notes to Pro Forma Condensed Financial Statements
(Unaudited).
</TABLE>
ML MEDIA PARTNERS, L.P.
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
The Pro Forma adjustments reflect the sale of substantially all
of the assets used in the operations of WREX and KATC. The Pro
Forma Condensed Financial Statements reflect the above
transactions as if they had occurred at the end of the period for
purposes of the Pro Forma Condensed Balance sheet dated June 30,
1995 and the beginning of the fiscal year 1994 for the Pro Forma
Condensed Statements of Operations for the twenty-six week period
ended June 30, 1995 and the year ended December 31, 1994.
The pro forma adjustments for the above transactions are codified
as indicated and are as follows:
WREX Television Station.
(1a) To reflect the net proceeds of approximately $16.1 million
from the sale of Registrant's assets of approximately $8.9
million in WREX and the resultant gain of $7.1 million.
(1b) To reflect the payment of approximately $16.1 million of
bank indebtedness secured by the assets of WREX and KATC and
to reflect the payment of accounts payable and other
liabilities.
(1c) To reflect the elimination of WREX's operations.
(1d) To reflect the reduction of management fees that would have
been earned by the General Partner due to the reduction in
the number of managed Media investments in connection with
the sale of WREX.
KATC Television Station.
(2a) To reflect the net proceeds of $20.5 million from the sale
of Registrant's assets of approximately $10.7 million in
KATC and the resultant gain of $9.8 million.
(2b) To reflect the payment of approximately $6.0 million of bank
indebtedness secured by the assets of KATC and to reflect
the payment of accounts payable and other liabilities.
(2c) To reflect the elimination of KATC's operations.
(2d) To reflect the reduction of management fees that would have
been earned by the General Partner due to the reduction in
the number of managed Media investments in connection with
the sale of KATC.
Other.
(3) The Pro Forma Financial Statements does not reflect the
amount of a distribution, if any, or amounts to be paid for
debts and obligations of Registrant, including all or a
portion of deferred fees and expenses owed to the General
Partners from the remaining proceeds.
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.
ML MEDIA PARTNERS, L.P.
By: Media Management Partners,
its general partner
By: RP Media Management,
a general partner
By: IMP Media Management Inc.
its managing general partner
By: /s/Elizabeth McNey Yates
Elizabeth McNey Yates
Vice President
Dated: October 16, 1995
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