BASTET BROADCASTING INC - 10-Q Quarterly Report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the fiscal quarter ended June 30, 2002

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: 333-62916-03

BASTET BROADCASTING, INC.

(Exact name of registrant as specified in its charter)

Delaware		31-1537569
(State of Organization or Incorporation)		(IRS Employer Identification No.)

409 Lackawanna Avenue Scranton, PA 18503		(570) 961-2222
(Address of Principal Executive Offices, including Zip Code)		(Registrant’s Telephone Number, Including Area Code)

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 it was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of June 30, 2002, Bastet Broadcasting, Inc. had one shareholder, David S. Smith. Mr. Smith had 10 shares of common stock outstanding.

TABLE OF CONTENTS

		Page
PART I

ITEM 1.	Financial Statements (Unaudited)	–

	Balance Sheets—December 31, 2001 and June 30, 2002	1

	Statements of Operations for the three months and six months ended June 30, 2001 and 2002	2

	Statements of Changes in Shareholder’s Deficit for the year ended December 31, 2001 and for the six months ended June 30, 2001 and 2002	3

	Statements of Cash Flows for the six months ended June 30, 2001 and 2002	4

	Notes to Financial Statements	5

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

ITEM 1.	Legal Proceedings	14

ITEM 2.	Changes in Securities and Use of Proceeds	14

ITEM 3.	Defaults Upon Senior Securities	14

ITEM 4.	Submission of Matters to a Vote of Security Holders	14

ITEM 5.	Other Information	14

ITEM 6.	Exhibits and Reports on Form 8-K	14

SIGNATURES		15

CERTIFICATION		16

BASTET BROADCASTING, INC.

BALANCE SHEETS

	December 31, 2001			June 30, 2002
	(Unaudited)			(Unaudited)
	(dollars in thousands)
Assets
Current assets:
Cash and cash equivalents	$	544		$	267
Accounts receivable, net of allowance for doubtful accounts of $54 and $32, respectively		1,608			1,483
Current portion of broadcast rights		1,161			955
Due from Mission Broadcasting of Wichita Falls, Inc		––			402
Prepaid expenses and other current assets		20			71

Total current assets		3,333			3,178
Property and equipment, net		2,328			1,959
Broadcast rights		922			478
Other noncurrent assets		15			15
Goodwill, net		4,056			4,056
Intangible assets, net		9,626			9,337

Total assets	$	20,280		$	19,023

Liabilities and Shareholder’s Deficit
Current liabilities:
Current portion of broadcast rights payable	$	1,120		$	933
Accounts payable		65			58
Accrued expenses		158			226
Interest payable		262			63
Due to Nexstar Finance, L.L.C.		5,239			5,556

Total current liabilities		6,844			6,836
Debt		46,143			46,143
Broadcast rights payable		965			514

Total liabilities		53,952			53,493
Commitments and contingencies (Note 8)
Shareholder’s deficit:
Common stock, $1 dollar par value; 1,000 shares authorized; 10 shares issued and outstanding at December 31, 2001 and June 30, 2002, respectively		—			—
Subscription receivable		—			—
In-substance distribution of proceeds from credit facility that are reflected in the financial statements of each of the two issuers		(18,147	)		(17,443	)
Accumulated deficit		(15,525	)		(17,027	)

Total shareholder’s deficit		(33,672	)		(34,470	)

Total liabilities and shareholder’s deficit	$	20,280		$	19,023

The accompanying notes are an integral part of these financial statements.

BASTET BROADCASTING, INC.

STATEMENTS OF OPERATIONS

	Three Months Ended June 30,						Six Months Ended June 30,
	2001			2002			2001			2002
	(Unaudited)						(Unaudited)
	(dollars in thousands)						(dollars in thousands)
Broadcast revenue (excluding trade and barter)	$	2,203		$	2,398		$	3,895		$	4,131
Less: commissions		(336	)		(367	)		(592	)		(626	)

Net broadcast revenue (excluding trade and barter)		1,867			2,031			3,303			3,505
Trade and barter revenue		173			202			361			405
Revenue from Nexstar Finance, L.L.C.		39			37			78			77

Total net revenue		2,079			2,270			3,742			3,987

Operating expenses:
Direct operating expenses (exclusive of depreciation and amortization shown separately below)		155			190			336			377
Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately below)		430			449			895			916
Selling, general and administrative expenses paid to Nexstar Finance, L.L.C.		998			750			1,997			1,500
Amortization of broadcast rights		305			324			611			648
Amortization of intangible assets		222			98			444			196
Depreciation		198			194			431			387

Total operating expenses		2,308			2,005			4,714			4,024

(Loss) income from operations		(229	)		265			(972	)		(37	)
Interest expense, including amortization of debt financing costs		(867	)		(746	)		(2,140	)		(1,458	)
Interest income		3			2			6			8
Other expenses, net		(329	)		—			(329	)		(4	)

Loss before income taxes		(1,422	)		(479	)		(3,435	)		(1,491	)
Income tax expense		(3	)		—			(5	)		(11	)

Table of Contents

Table of Contents

Table of Contents

Table of Contents