UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2004
| ¨ | 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: 333-62916-02
MISSION BROADCASTING, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 51-0388022 | |
| (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) | (Registrants 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 Exchange Act Rule 12b-2). Yes ¨ No x
As of March 31, 2004, Mission Broadcasting, Inc. had one shareholder, David S. Smith. Mr. Smith held all 1,000 shares of the outstanding common stock of Mission Broadcasting, Inc. at March 31, 2004.
| Page | ||||
| PART I |
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| ITEM 1. |
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| Condensed Balance Sheets - December 31, 2003 and March 31, 2004 |
1 | |||
| Condensed Statements of Operations for the three months ended March 31, 2003 and 2004 |
2 | |||
| Condensed Statements of Cash Flows for the three months ended March 31, 2003 and 2004 |
3 | |||
| 4 | ||||
| ITEM 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
12 | ||
| ITEM 3. |
20 | |||
| ITEM 4. |
20 | |||
| PART II |
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| ITEM 1. |
21 | |||
| ITEM 2. |
21 | |||
| ITEM 3. |
21 | |||
| ITEM 4. |
21 | |||
| ITEM 5. |
21 | |||
| ITEM 6. |
21 | |||
| EXHIBIT INDEX |
21 | |||
i
CONDENSED BALANCE SHEETS
| December 31, 2003 |
March 31, 2004 |
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| (Unaudited) | ||||||||
| (dollars in thousands) | ||||||||
| ASSETS | ||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 1,857 | $ | 1,110 | ||||
| Accounts receivable, net of allowance for doubtful accounts of $170 and $176, respectively |
3,631 | 3,364 | ||||||
| Current portion of broadcast rights |
2,917 | 2,423 | ||||||
| Prepaid expenses and other current assets |
61 | 106 | ||||||
| Total current assets |
8,466 | 7,003 | ||||||
| Property and equipment, net |
14,158 | 13,397 | ||||||
| Restricted cash |
800 | 800 | ||||||
| Broadcast rights |
2,774 | 1,907 | ||||||
| Other noncurrent assets |
1,703 | 1,751 | ||||||
| Goodwill, net |
11,583 | 11,546 | ||||||
| Intangible assets, net |
78,560 | 77,270 | ||||||
| Total assets |
$ | 118,044 | $ | 113,674 | ||||
| LIABILITIES AND SHAREHOLDERS DEFICIT | ||||||||
| Current liabilities: |
||||||||
| Current portion of debt |
$ | 1,400 | $ | 1,400 | ||||
| Current portion of broadcast rights payable |
2,991 | 2,546 | ||||||
| Accounts payable |
358 | 242 | ||||||
| Accrued expenses |
922 | 982 | ||||||
| Taxes payable |
16 | 16 | ||||||
| Interest payable |
20 | 26 | ||||||
| Deferred revenue |
24 | 105 | ||||||
| Due to Nexstar Broadcasting, Inc |
31,974 | 31,185 | ||||||
| Total current liabilities |
37,705 | 36,502 | ||||||
| Debt |
141,600 | 141,250 | ||||||
| Broadcast rights payable |
3,215 | 2,458 | ||||||
| Deferred tax liabilities |
3,567 | 3,818 | ||||||
| Deferred gain on sale of assets |
3,039 | 2,935 | ||||||
| Other liabilities |
375 | 442 | ||||||
| Total liabilities |
189,501 | 187,405 | ||||||
| Commitments and contingencies (Note 9) |
||||||||
| Minority interest in consolidated entity |
2,812 | 2,741 | ||||||
| Shareholders deficit: |
||||||||
| Common stock, $1 par value; 1,000 shares authorized; 1,000 shares issued and outstanding at December 31, 2003 and March 31, 2004, respectively |
1 | 1 | ||||||
| Subscription receivable |
(1 | ) | (1 | ) | ||||
| Accumulated deficit |
(74,269 | ) | (76,472 | ) | ||||
| Total shareholders deficit |
(74,269 | ) | (76,472 | ) | ||||
| Total liabilities and shareholders deficit |
$ | 118,044 | $ | 113,674 | ||||
The accompanying notes are an integral part of these condensed financial statements.
1
CONDENSED STATEMENTS OF OPERATIONS
| Three Months Ended March 31, |
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| 2003 |
2004 |
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| (Unaudited) | ||||||||
| (dollars in thousands) | ||||||||
| Revenue (excluding trade and barter) |
$ | 3,891 | $ | 4,731 | ||||
| Less: commissions |
(566 | ) | (638 | ) | ||||
| Net broadcast revenue (excluding trade and barter) |
3,325 | 4,093 | ||||||
| Trade and barter revenue |
615 | 546 | ||||||
| Revenue from Nexstar Broadcasting, Inc |
2,680 | 3,247 | ||||||
| Total net revenue |
6,620 | 7,886 | ||||||
| Operating expenses: |
||||||||
| Direct operating expenses (exclusive of depreciation and amortization shown separately below) |
1,170 | 1,000 | ||||||
| Selling, general, and administrative expenses (exclusive of depreciation and amortization shown separately below) |
1,482 | 1,211 | ||||||
| Selling, general and administrative expenses paid to Nexstar Broadcasting, Inc |
1,232 | 3,272 | ||||||
| Amortization of broadcast rights |
971 | 1,125 | ||||||
| Amortization of intangible assets |
1,488 | 1,286 | ||||||
| Depreciation |
799 | 768 | ||||||
| Total operating expenses |
7,142 | 8,662 | ||||||
| Loss from operations |
(522 | ) | (776 | ) | ||||
| Interest expense, including amortization of debt financing costs |
(2,066 | ) | (1,350 | ) | ||||
| Loss on extinguishment of debt |
(1,031 | ) | | |||||
| Interest income |
2 | 2 | ||||||
| Other income |
478 | 35 | ||||||
| Loss before income taxes |
(3,139 | ) | (2,089 | ) | ||||
| Income tax expense |
(346 | ) | (272 | ) | ||||
| Loss before minority interest in consolidated entity |
(3,485 | ) | (2,361 | ) | ||||
| Minority interest in consolidated entity |
| 158 | ||||||
| Net loss |
$ | (3,485 | ) | $ | (2,203 | ) | ||
The accompanying notes are an integral part of these condensed financial statements.
2
CONDENSED STATEMENTS OF CASH FLOWS
| Three Months Ended March 31, |
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| 2003 |
2004 |
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| (Unaudited) | ||||||||
| (dollars in thousands) | ||||||||
| Net cash flows provided by (used for) operating activities |
$ | 3,868 | $ | (379 | ) | |||
| Cash flows from investing activities: |
||||||||
| Additions to property and equipment, net |
(311 | ) | (10 | ) | ||||
| Acquisition of broadcast properties and related transaction costs |
(18 | ) | | |||||
| Net cash used for investing activities |
(329 | ) | (10 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Proceeds from debt issuance |
55,000 | | ||||||
| Repayment of long-term debt |
(57,900 | ) | (350 | ) | ||||
| Proceeds from revolver draws |
1,650 | | ||||||
| Payments for debt finance costs |
(1,483 | ) | (8 | ) | ||||
| Net cash used for financing activities |
(2,733 | ) | (358 | ) | ||||
| Net increase (decrease) in cash and cash equivalents |
806 | (747 | ) | |||||
| Cash and cash equivalents at beginning of period |
526 | 1,857 | ||||||
| Cash and cash equivalents at end of period |
$ | 1,332 | $ | 1,110 | ||||
The accompanying notes are an integral part of these condensed financial statements.
3
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. Organization and Business Operations
As of March 31, 2004, Mission Broadcasting, Inc. (Mission or the Company) owns 12 television stations in the United States of America, consisting of four Fox-affiliated television stations, two NBC-affiliated television stations, two ABC-affiliated television stations, two CBS-affiliated television stations, one UPN-affiliated television station and one independent television station. The television stations described above are located in Pennsylvania, Indiana, Missouri, Texas and Montana. Through various local service agreements with Mission, Nexstar Broadcasting, Inc. (Nexstar) programs two of Missions television stations under Time Brokerage Agreements (TBA), has Shared Services Agreements (SSA) with four of Missions television stations, and has SSAs and Joint Sales Agreements (JSA) with six of Missions television stations (see Note 4).
The Company is highly vulnerable to changes in general economic conditions because of its relationship with Nexstar and its high level of debt. The Companys ability to repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond its control. The Company believes that, taken together, its current cash balances, internally generated cash flow and availability under its credit facilities and the various service arrangements with Nexstar should result in it having adequate cash resources to meet its debt service and other financial obligations for at least the next twelve months from March 31, 2004, enabling Mission to continue to operate as a going concern.
2. Summary of Significant Accounting Policies
Basis of Presentation
Collectively, Mission owns and operates the following television stations as of March 31, 2004: WYOU, WFXP, KODE, KJTL, KJBO-LP, KRBC, KSAN (formerly KACB), KOLR, KCIT, KCPN-LP, KAMC and KHMT. In addition, Mission provides most of the programming for WBAK, pursuant to a TBA.
On December 30, 2003, Mission completed the acquisition of television stations KOLR, the CBS affiliated station in Springfield, Missouri; KHMT, the Fox affiliated station in Billings, Montana; and KAMC, the ABC affiliated station in Lubbock, Texas, from VHR Broadcasting, Inc. and its subsidiaries (VHR) and the acquisition of television stations KCIT, the Fox affiliated station in Amarillo, Texas, and KCPN-LP, an independent station in Amarillo, Texas, from Mission Broadcasting of Amarillo, Inc. (Mission of Amarillo). VHR merged with and into two affiliates of Mission of Amarillo, and then Mission of Amarillo and such affiliates merged with and into Mission. Prior to December 30, 2003, Quorum Broadcast Holdings, LLC (Quorum) provided management, sales or other services to KOLR, KHMT, KAMC, KCIT and KCPN-LP under local service agreements with VHR and Mission of Amarillo, as applicable, that were substantially similar to Nexstars local service agreements with Mission. On December 30, 2003, Nexstar Broadcasting Group, Inc., Nexstars ultimate parent, completed its acquisition of all the direct and indirect subsidiaries of Quorum. Upon completion of the Quorum acquisition and the Mission mergers, Nexstar became a party to these local service agreements as successor to the Quorum subsidiaries and Mission became a party to such agreements as the successor to VHR and Mission of Amarillo. Mission also entered into new option agreements with Nexstar for the purchase of these stations.
The mergers between Mission and VHR and Mission and Mission of Amarillo constituted tax-free reorganizations and have been accounted for as mergers of entities under common control in a manner similar to pooling of interests. Accordingly, Missions condensed financial statements herein have been restated to include the financial results of the VHR and Mission of Amarillo stations for all periods presented.
ABRY Partners, Nexstar Broadcasting Group Inc.s principal stockholder through its various funds both before and after the merger, holds more than 50% of the voting ownership of both Nexstar Broadcasting Group, Inc. and Quorum. Although Nexstar and Quorum do not own Mission, Mission of Amarillo or VHR and do not operate the television stations owned by Mission, Mission of Amarillo or VHR, Nexstar and Quorum are deemed to have controlling financial interests under GAAP in Mission. Mission of Amarillo and VHR due to their guarantees of Missions, Mission of Amarillos and VHRs debt and because of services and purchase options agreements with Mission, Mission of Amarillo and VHR. Due to theses relationships and the common control therein, the acquisition of Mission of Amarillo and VHR was accounted for as a combination of entities under common control in a manner similar to pooling of interests. This conclusion is based on the guidance in FASB Statement No. 141 Business Combinations and EITF 02-05 Definition of Commence Control in Relation of FASB Statement No. 141.
Mission has entered into various service agreements with Nexstar. WFXP and KHMT each has a TBA with Nexstar, which allows Nexstar to program most of each stations broadcast time, sell the stations advertising time and retain the advertising revenue generated by WFXP and KHMT in exchange for monthly payments to Mission. KJTL, KJBO-LP, KOLR, KCIT, KCPN-LP, KAMC and WBAK each has an SSA with Nexstar, which allows the sharing of services including news production, technical maintenance and security, in exchange for Nexstars right to receive certain payments from Mission as described in the SSA. Pursuant to a JSA, Nexstar
4
MISSION BROADCASTING, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS(Continued)
2. Summary of Significant Accounting Policies(Continued)
has also acquired the right to sell and receive the revenue from the advertising time on KJTL, KJBO-LP, KOLR, KCIT, KCPN-LP, KAMC and WBAK in return for monthly payments to Mission. The arrangements under these agreements have had the effect of Nexstar receiving substantially all of the available cash, after payment of debt service costs, generated by KJTL, KJBO-LP, KOLR, KCIT, KCPN-LP, KAMC and WBAK. The payment provisions for all the SSAs and JSAs discussed above were modified between December 30, 2003 and February 1, 2004. The revision of the payment terms had no effect on the services provided. Mission anticipates that Nexstar will continue to receive substantially all of the available cash, after payment of debt service costs, generated by the stations. WYOU, KODE, KRBC and KSAN each has an SSA with Nexstar, but each of WYOU, KODE, KRBC and KSAN has its own sales staff.
In addition to providing certain services to our television stations, Nexstar is also the guarantor of our debt. We are a guarantor of the senior credit facilities entered into and the senior subordinated notes issued by Nexstar.
Our shareholder has granted to Nexstar a purchase option to acquire the assets and liabilities of each Mission station for consideration equal to the greater of (i) seven times the stations broadcast cash flow as defined in the option agreement less the amount of its indebtedness as defined in the option agreement or (ii) the amount of its indebtedness. Broadcast cash flow is defined as income or loss from operations, plus depreciation and amortization (including amortization of broadcast rights), interest income, non-cash trade and barter expenses, nonrecurring expenses (including time brokerage agreement fees), network compensation payments received or receivable and corporate management fees, less payments for broadcast rights, non-cash trade and barter revenue and network compensation revenue. These option agreements are freely exercisable or assignable by Nexstar without consent or approval by our shareholder.
Nexstar does not own or control Mission or its television stations; however, under U.S. generally accepted accounting principles (U.S. GAAP) Nexstar is deemed to have a controlling financial interest in Mission due to Nexstars guarantee of Missions bank debt and the service and purchase option agreements described above. In order for both Nexstar and Mission to comply with the Federal Communications Commission (FCC) rules regarding ownership limits in television markets, Mission must maintain complete responsibility for and control over programming, finances, personnel and operations of its stations.
The financial statements as of March 31, 2004 and for the three months ended March 31, 2003 and 2004 are unaudited. However, in the opinion of management, such statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year. The financial statements should be read in conjunction with the financial statements and related notes included in the Companys Annual Report on Form 10-K for the year ended December 31, 2003. The balance sheet at December 31, 2003 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
Certain prior year amounts have been reclassified to conform to the current year presentation, which have not impacted reported results. Unless otherwise noted, all dollars are in thousands.
5
MISSION BROADCASTING, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
3. Acquisitions
The stations listed below were acquired in 2003. Each acquisition was accounted for under the purchase method, and accordingly the condensed consolidated financial statements include the operating results of each business from the date of acquisition.
| Station |
Network Affiliation |
Location |
Date Acquired | |||
| KRBC (1) |
NBC | Abilene-Sweetwater, Texas | June 13, 2003 | |||
| KSAN (1) |
NBC | San Angelo, Texas | June 13, 2003 |
| (1) | Operations under a local marketing agreement commenced on January 1, 2003 and terminated on the date of acquisition. |
The selected unaudited pro forma information for the three months ended March 31, 2003 and 2004 determined as if the acquisitions, described above, had occurred on January 1, of each year is as follows:
| Three Months Ended March 31, 2003 |
Three Months Ended March 31, 2004 |
|||||||||||||||
| As Reported |
Pro Forma |
As Reported |
Pro Forma |
|||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Net broadcast revenue (excluding trade and barter) |
$ | 3,325 | $ | 3,325 | $ | 4,093 | $ | 4,093 | ||||||||
| Total net revenue |
6,620 | |||||||||||||||