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 September 30, 2001

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 September 30, 2001, 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, 2000 and September 30, 2001	1
	Statements of Operations for the three months and nine months ended September 30, 2000 and 2001	2
	Statements of Changes in Shareholder’s Deficit for the year ended December 31, 2000 and for the nine months ended September 30, 2000 and 2001	3
	Statements of Cash Flows for the nine months ended September 30, 2000 and 2001	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, 2000			September 30, 2001
	(Unaudited)			(Unaudited)
	(dollars in thousands)
Assets
Current assets:
Cash and cash equivalents	$	144		$	16
Accounts receivable, net of allowance for doubtful accounts of $48 and $57, respectively		1,560			1,382
Current portion of broadcast rights		1,192			1,338
Prepaid expenses and other current assets		3			20

Total current assets		2,899			2,756
Property and equipment, net		3,151			2,516
Broadcast rights		1,485			1,105
Other noncurrent assets		15			15
Intangible assets, net		13,778			13,953

Total assets	$	21,328		$	20,345


Liabilities and Shareholder’s Deficit
Current liabilities:
Current portion of broadcast rights payable	$	1,034		$	1,329
Accounts payable		157			25
Accrued expenses		244			113
Interest payable		18			82
Due to Nexstar Finance, L.L.C.		2,724			4,740

Total current liabilities		4,177			6,289
Debt		39,067			40,143
Broadcast rights payable		1,595			1,108

Total liabilities		44,839			47,540
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, 2000 and September 30, 2001, respectively		—			—
Subscription receivable		—			—
In-substance distribution of proceeds from credit facility that are reflected in the financial statements of each of the two issuers		(13,419	)		(12,321	)
Accumulated deficit		(10,092	)		(14,874	)

Total shareholder’s deficit		(23,511	)		(27,195	)

Total liabilities and shareholder’s deficit	$	21,328		$	20,345

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

BASTET BROADCASTING, INC.

STATEMENTS OF OPERATIONS

	Three Months Ended September 30,						Nine Months Ended September 30,
	2000			2001			2000			2001
	(Unaudited)						(Unaudited)
	(dollars in thousands)						(dollars in thousands)
Broadcast revenue (excluding trade and barter)	$	2,388		$	1,770		$	6,674		$	5,664
Less: commissions		(360	)		(267	)		(1,015	)		(859	)

Net broadcast revenue (excluding trade and barter)		2,028			1,503			5,659			4,805
Trade and barter revenue		200			183			610			545
Revenue from Nexstar Finance, L.L.C.		39			39			108			117

Total net revenue		2,267			1,725			6,377			5,467

Operating expenses:
Direct operating expenses (exclusive of depreciation and amortization shown separately below)		206			173			619			509
Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately below)		443			391			1,370			1,286
Selling, general and administrative expenses paid to Nexstar Finance, L.L.C.		910			998			2,723			2,995
Amortization of broadcast rights		274			315			766			926
Amortization of intangible assets		224			222			671			667
Depreciation		230			208			701			639

Total operating expenses		2,287			2,307			6,850			7,022

Loss from operations		(20	)		(582	)		(473	)		(1,555	)
Interest expense, including amortization of debt financing costs		(585	)		(760	)		(2,625	)		(2,576	)
Interest income		5			2			17			8
Other expenses, net		—			—			(188	)		(329	)

Loss before income taxes		(600	)		(1,340	)		(3,269	)		(4,452	)
Income tax expense		—			(2	)		—			(6	)

Loss before extraordinary loss from refinancing of credit facility		(600	)		(1,342	)		(3,269	)		(4,458	)
Extraordinary loss fr

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