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Acme Television LLC – ‘10-K/A’ for 12/31/97

As of:  Friday, 12/18/98   ·   For:  12/31/97   ·   Accession #:  892569-98-3335   ·   File #:  333-40281

Previous ‘10-K’:  ‘10-K’ on 4/10/98 for 12/31/97   ·   Next:  ‘10-K’ on 3/31/99 for 12/31/98   ·   Latest:  ‘10-K’ on 4/15/03 for 12/31/02

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/18/98  Acme Television LLC               10-K/A     12/31/97    1:10K                                    Bowne - Biv/FA

Amendment to Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment #1 to Form 10-K                              3     22K 

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================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------ SPECIAL FINANCIAL REPORT ON FORM 10-K/A (MARK ONE) [X]* ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 * THIS SPECIAL REPORT CONTAINS ONLY FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1997 IN ACCORDANCE WITH RULE 15d-2. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO --------------- --------------- COMMISSION FILE NUMBER 333-40281 ACME TELEVISION, LLC (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) [Enlarge/Download Table] DELAWARE 4833 52-2050589 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) NUMBER) 2101 E. FOURTH ST., SUITE 202 SANTA ANA, CA 92705 (714) 245-9499 (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X] (Registrant has not been subject to such filing requirements for the past 90 days). Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] ================================================================================
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ACME TELEVISION, LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) YEAR ENDED DECEMBER 31, 1997 (3) ACQUISITIONS-- (CONTINUED) On October 7, 1997, the Company acquired Crossville Limited Partnership, the owner of Station WINT, in exchange for $13,200,000 in cash. Subsequent to the acquisition, the Company changed the call letters of the station to WBXX. The acquisition was accounted for using the purchase method. The excess of the purchase price over the fair value of net assets acquired of approximately $13,287,000, has been recorded as broadcast licenses and is being amortized over a period of 20 years. The unaudited pro forma financial information set forth below reflects the net revenue and net loss assuming the KWBP and WBXX transactions had occurred on January 1, 1997. No pro forma adjustment has been made for the WBXX transaction because WBXX did not begin broadcasting or significant operations until subsequent to the acquisition date. This unaudited pro forma financial information does not necessarily reflect the results of operations that would have occurred had the acquisition occurred on January 1, 1997. [Download Table] <APTION> YEAR ENDED DECEMBER 31, 1997 ----------------- Net Revenues....................................... $11,347,000 Net Loss........................................... $(5,934,000) During 1997, ACME Parent entered into and contributed to the Company the right to: (i) acquire 49% of the licensee of Station KZAR in exchange for member units in ACME Parent valued at $6 million, (ii) pay $3 million for an option to acquire the remaining 51% of the licensee of Station KZAR for $5 million, exercisable immediately after the station commences on-air operations, which is expected to occur in the second quarter of 1998. On December 15, 1997, the Company acquired the 49% interest in the licensee of Station KZAR, paid $3 million to acquire the option and loaned the sellers $4 million. This 49% interest is accounted for using the equity method. In the event the Company exercises the option to acquire the remaining 51%, the $4 million loan will be applied against the remaining purchase price. In addition, the Company considers the $3 million paid to acquire the option as part of the purchase price. Accordingly, at December 31, 1997, the amount paid to acquire the option and the loan have been included in other non-current assets. On January 22, 1998, ACME Parent issued $6 million of its member units to the sellers of the 49% interest in the license of Station KZAR in connection with the above transaction. The amount of the issuance was based upon a fixed dollar amount of consideration. ACME Parent contributed this investment to the Company in exchange for membership units in the Company. The Company did not record the $6 million investment or increase in capital until the consideration was issued in January of 1998. (4) SUBSEQUENT AND PENDING ACQUISITIONS On July 29, 1997, ACME Parent entered into and subsequently contributed to ACME Missouri a stock purchase agreement to acquire Koplar Communications, Inc. (KCI). On September 30, 1997, ACME Missouri placed $143 million into an escrow account, classified as a deposit on the accompanying Consolidated Balance Sheet, in connection with this acquisition, entered into a long-term LMA with Station KPLR and filed requisite applications with the FCC for the transfer of the Station's license to ACME Missouri. Pursuant to the LMA entered into on September 30, 1997 relating to Station KPLR, the Company retained all revenues generated by the station, bore substantially all operating expenses of the station and was obligated to pay an LMA fee. These revenues and expenses for the period October 1 through December 31, 1997 are included in the Company's operating results. However, since the Company did not acquire KCI until after December 31, 1997, the assets and liabilities of KCI are not included in the Company's consolidated balance sheet at December 31, 1997. On March 13, 1998, the acquisition of KCI was consummated and the LMA was terminated. In connection with the acquisition of KCI, ACME Missouri entered into a management agreement with Edward J. Koplar (the 'Management Agreement'), providing for an annual fee of $1 million over an initial term of three years (which is deemed to have commenced on October 1, 1997). Mr. Koplar has the right to voluntarily terminate his services thereunder at any time and be paid any remaining consulting fees that would be payable for the remaining term of the agreement at the effective date of such termination. The Company does not intend to renew the Management Agreement and has no right to require Mr. Koplar to provide services pursuant thereto in exchange for the compensation payable thereunder. Accordingly, the Company intends to treat the $3 million payable pursuant to the Management Agreement as additional purchase price in connection with the acquisition, allocate such amount to broadcast licenses, and amortize such amount over a 20-year period. On August 22, 1997, ACME New Mexico entered into an agreement with affiliates of the sellers of Station KZAR to acquire 100% of the interests in the construction permit for Station KAUO for a consideration of $10,000. This agreement was consummated on January 22, 1998. F-9
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SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ACME TELEVISION, LLC By: /s/ THOMAS ALLEN ---------------------------------- Thomas Allen Executive Vice President, Chief Financial officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K (containing only financial statements for the period in question in accordance with Rule 15d-2) has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated. [Enlarge/Download Table] SIGNATURE TITLE DATE --------- ----- ---- /s/ JAMIE KELLNER Chairman of the Board and Chief April 10, 1998 ----------------------------------------------------- Executive Officer Jamie Kellner /s/ DOUGLAS GEALY President, Chief Operating April 10, 1998 ----------------------------------------------------- Officer, Secretary and Director Douglas Gealy /s/ THOMAS ALLEN Executive Vice President, Chief April 10, 1998 ----------------------------------------------------- Financial Officer and Director Thomas Allen /s/ THOMAS ALLEN Majority Member April 10, 1998 ----------------------------------------------------- ACME INTERMEDIATE HOLDINGS, LLC By: Thomas Allen Title: Executive Vice President and Chief Financial Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘10-K/A’ Filing    Date First  Last      Other Filings
Filed on:12/18/98
4/10/98310-K
3/13/9828-K,  8-K/A
1/22/982
For Period End:12/31/971210-K,  10-K/A
12/15/972
10/7/972
10/1/972
9/30/972
8/22/972
7/29/972
1/1/972
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Filing Submission 0000892569-98-003335   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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