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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 333-84191
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ACME COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0866283
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2101 E. FOURTH STREET, SUITE 202 A
SANTA ANA, CALIFORNIA, 92705
(714) 245-9499
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
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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, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
As of May 11, 2001, ACME Communications, Inc. had 16,750,000 shares of
common stock outstanding.
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ACME COMMUNICATIONS, INC.
FORM 10-Q
TABLE OF CONTENTS
ITEM
NUMBER PAGE
------ ----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ACME Communications, Inc. and Subsidiaries
Consolidated Balance Sheets as of March 31, 2001 and December 31, 2000......................... 4
Consolidated Statements of Operations for the Three Months Ended
March 31, 2001 and March 31, 2000.............................................................. 5
Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2001..... 6
Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 2001 and March 31, 2000.............................................................. 7
Notes to Consolidated Financial Statements..................................................... 8
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ACME Communications, Inc. hereby amends its Quarterly Report on Form 10-Q for
the quarter ended March 31, 2001, initially filed with the Securities and
Exchange Commission on May 11, 2001, by correcting a typographical error in the
March 31, 2001 balance of the accrued liabilities on the Balance Sheet in Item 1
of Part 1 thereof. There are no other revisions or restatements to our original
filing made through this amended filing.
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ACME COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF AS OF
DECEMBER 31, MARCH 31,
2000 2001
------------ ---------
(UNAUDITED)
(IN THOUSANDS)
ASSETS
Current assets:
Cash and cash equivalents $ 31,037 $ 33,021
Accounts receivable, net 15,005 12,364
Current portion of programming rights 12,477 12,270
Prepaid expenses and other current assets 2,444 2,744
Deferred income taxes 1,139 1,140
--------- ---------
Total current assets 62,102 61,539
Property and equipment, net 29,471 30,144
Programming rights, net of current portion 10,984 7,729
Intangible assets, net 287,748 283,642
Other assets 9,140 8,925
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Total assets $ 399,445 $ 391,979
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,337 $ 7,051
Accrued liabilities 9,354 14,498
Current portion of programming rights payable 12,108 11,091
Current portion of obligations under lease 2,271 2,311
--------- ---------
Total current liabilities 31,070 34,951
Programming rights payable, net of current portion 10,205 7,744
Obligations under lease, net of current portion 7,258 6,664
Other liabilities 250 252
Deferred income taxes 15,614 12,279
10 7/8% senior discount notes 175,000 175,000
12% senior secured notes 54,722 56,523
--------- ---------
Total liabilities 294,119 293,413
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Stockholders' equity:
Preferred stock, $.01 par value; 10,000,000 shares authorized, no
shares issued and outstanding -- --
Common stock, $.01 par value; 16,750,000 shares issued and
and outstanding 168 168
Additional paid-in capital 130,808 130,940
Accumulated deficit (25,650) (32,542)
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Total stockholders' equity 105,326 98,566
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Total liabilities and stockholders' equity $ 399,445 $ 391,979
========= =========
See the notes to the consolidated financial statements
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ACME COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE THREE MONTHS ENDED
MARCH 31,
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2000 2001
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(IN THOUSANDS)
Net revenues $ 16,218 $ 16,481
Operating expenses:
Station operating expenses 12,655 13,585
Depreciation and amortization 5,444 5,223
Corporate expenses 908 965
Equity-based compensation 132 132
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Operating loss (2,921) (3,424)
Other income (expenses):
Interest income 297 430
Interest expense (6,356) (7,144)
Other expense (1) (49)
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Loss before income taxes (8,981) (10,187)
Income tax benefit 2,791 3,295
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Net loss $ (6,190) $ (6,892)
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Net loss per share, basic and diluted $ (0.37) $ (0.41)
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Basic and diluted weighted average
common shares outstanding 16,750,000 16,750,000
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See the notes to the consolidated financial statements.
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ACME COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
COMMON STOCK ADDITIONAL TOTAL
--------------------- PAID-IN ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT EQUITY
------ ------ ---------- ----------- -------------
Balance at December 31, 2000 16,750 $168 $130,808 $(25,650) $ 105,326
Equity-based compensation -- -- 132 -- 132
Net loss -- -- -- (6,892) (6,892)
------ ---- -------- --------- ---------
Balance at March 31, 2001 (unaudited) 16,750 $168 $130,940 $(32,542) $ 98,566
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See the notes to the consolidated financial statements.
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ACME COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE THREE MONTHS ENDED
MARCH 31,
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2000 2001
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(IN THOUSANDS)
Cash flows from operating activities:
Net loss $ (6,190) $ (6,892)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 5,444 5,223
Amortization of program rights 2,949 3,515
Amortization of debt issuance costs 280 387
Amortization of discount on 10 7/8% senior discount notes 4,280 --
Amortization of discount on 12% senior secured notes 1,579 1,801
Equity-based compensation 132 132
Deferred taxes (2,791) (3,335)
Changes in assets and liabilities:
Decrease in accounts receivables, net 1,964 2,641
(Increase) decrease in prepaid expenses 141 (300)
Increase in other assets (1,143) (172)
Increase (decrease) in accounts payable 273 (286)
Increase (decrease) in accrued expenses (4,402) 5,143
Payments for programming rights (2,988) (3,531)
Increase (decrease) in other liabilities (210) 2
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Net cash provided by (used in) operating activities (682) 4,328
Cash flows from investing activities:
Purchase of property and equipment (1,193) (1,790)
Purchases of and deposits for station interests (322) --
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Net cash used in investing activities (1,515) (1,790)
Cash flows from financing activities:
Payments on capital lease facilities (389) (554)
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Net cash used in financing activities (389) (554)
Net increase (decrease) in cash (2,586) 1,984
Cash at beginning of period 23,846 31,037
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Cash at end of period $ 21,260 $ 33,021
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Cash Payments for:
Interest $ 212 $ 258
Taxes $ 181 $ 157
======== ========
Non-Cash Transactions:
Program rights in exchange for program rights payable $ 586 $ 53
======== ========
See the notes to the consolidated financial statements.
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ACME COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND MARCH 31, 2001
(1) FORMATION AND DESCRIPTION OF THE BUSINESS
FORMATION
ACME Communications, Inc. (the "Company") 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 and its members and the Board of Directors of the Company and its
stockholder approved a merger and reorganization (the "Reorganization"), whereby
the Company became the direct parent of ACME Television Holdings. As a result of
the Reorganization, the Company is the ultimate parent of ACME Intermediate
Holdings, LLC, ("ACME Intermediate") and its wholly-owned subsidiary ACME
Television, LLC. All transactions contemplated as part of The Reorganization
closed on October 5, 1999.
DESCRIPTION OF THE BUSINESS
ACME Communications 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 CHANNEL MARKET RANK AFFILIATION
------- ------- ------ ---- -----------
KPLR 11 St. Louis, MO 22 WB
KWBP 32 Portland, OR 23 WB
KUWB 30 Salt Lake City, UT 36 WB
KWBQ 19 Albuquerque-Santa Fe, NM 50 WB
KASY 50 Albuquerque-Santa Fe, NM 50 UPN
WBXX 20 Knoxville, TN 56 WB
WTVK 46 Ft. Myers-Naples, FL 63 WB
WBDT 26 Dayton, OH 69 WB
WIWB 14 Green Bay-Appleton, WI 81 WB
WBUI 23 Champaign-Springfield-Decatur, IL 83 WB
(2) PRESENTATION OF INTERIM FINANCIAL STATEMENTS
Unless the context requires otherwise, references to the Company refer to
ACME Communications, Inc and its wholly-owned subsidiaries. Segment information
is not presented because all of the Company's revenues are attributed to a
single reportable segment -- television broadcasting.
The accompanying consolidated financial statements for the three months
ended March 31, 2001 and 2000 are unaudited and have been prepared in accordance
with accounting principles generally accepted in the United States of America,
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
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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, 2001. 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,
2001.
(3) LOSS PER COMMON SHARE
The Company calculates loss per share in accordance with Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share. SFAS No. 128
requires a presentation of basic earnings per share ("EPS") and diluted EPS.
Basic EPS includes no dilution and is computed by dividing income available to
common stockholders by the weighted average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution from securities that
could share in the earnings of the Company, similar to fully diluted EPS under
APB No. 15. In calculating diluted EPS, no potential shares of common stock are
to be included in the computation when a loss from continuing operations
available to common stockholders exists. The statement requires dual
presentation of basic and diluted EPS by entities with complex capital
structures.
Stock options outstanding amounting to 3,260,391 shares at March 31, 2001,
were not included in the computation of diluted EPS because to do so would have
been antidilutive.
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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 Communications, Inc.
Date: May 18, 2001 By: /s/ THOMAS ALLEN
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Thomas Allen
Executive Vice President/CFO
(Principal accounting officer)
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