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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (AMENDMENT)
For the quarterly period ended March 31, 1998
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 0-19728
GRANITE BROADCASTING CORPORATION
(exact name of registrant as specified in its charter)
DELAWARE 13-3458782
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
767 Third Avenue
34th Floor
New York, New York 10017
Telephone number: (212) 826-2530
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 [X} No[_]
(APPLICABLE ONLY TO CORPORATE ISSUERS:)
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class A Voting Common Stock, par value $.01 per share - 178,500 shares
outstanding at March 31, 1998; Common Stock (Nonvoting), par value $.01 per
share - 9,538,052 shares outstanding at March 31, 1998.
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The following supplements and, to the extent inconsistent therewith, amends and
supercedes the information under the following caption in the Quarterly Report
originally filed May 1, 1998.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
The Company is a group broadcaster which operates eleven network-affiliated
television stations and one radio station. The Company's revenues are derived
principally from local and national advertising and, to a lesser extent, from
network compensation for the broadcast of programming and revenues from studio
rental and commercial production activities. The primary operating expenses
involved in owning and operating television stations are employee salaries,
depreciation and amortization, programming and advertising and promotion
expenses. It is anticipated that comparisons of the Company's consolidated
financial statements for the year ended December 31, 1998 against prior periods
will be affected by the pending acquisition of KOFY-TV and the pending sale of
WWMT-TV and WLAJ-TV. Numbers referred to in the following discussion have been
rounded to the nearest thousand.
Certain sections of this Form 10-Q contain various foward looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, which
represent the Company's expectations or beliefs concerning future events. The
forward looking statements include, without limitation, the Company's ability to
meet its future liquidity needs. The Company cautions that these forward
statements are further qualififed by important factors that could cause actual
results to differ materially from those in the forward looking statements. Such
factors include, without limitation, general economic conditions, competition in
the markets in which the Company's stations are located, technological change
and innovation in the broadcasting industry and proposed legislation.
The following table sets forth certain operating data for the three months ended
March 31, 1998 and 1997:
<TABLE>
<CAPTION>
Three months ended March 31,
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1998 1997
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<S> <C> <C>
Operating income $ 6,961,000 $ 6,139,000
Add:
Time brokerage agreement fees 150,000 150,000
Depreciation and amortization 4,949,000 4,546,000
Corporate expense 2,017,000 1,474,000
Non-cash compensation 332,000 192,000
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Broadcast cash flow $14,409,000 $12,501,000
=========== ===========
</TABLE>
"Broadcast cash flow" means operating income plus time brokerage agreement fees,
depreciation, amortization, corporate expense and non-cash compensation. The
Company has included broadcast cash flow data because such data are commonly
used as a measure of performance for broadcast companies and are also used by
investors to measure a company's ability to service debt. Broadcast cash flow is
not, and should not be used as, an indicator or alternative to operating income,
net income or cash flow as reflected in the consolidated financial statements,
is not a measure of financial performance under generally accepted accounting
principles and should not be considered in isolation or as a substitute for
measures of performance prepared in accordance with generally accepted
accounting principles.
Three months ended March 31, 1998 and 1997
Net revenue for the three months ended March 31, 1998 totaled $36,724,000, an
increase of $4,426,000 or 14 percent compared to $32,298,000 for the three
months ended March 31, 1997. Of this increase, $1,193,000 was due to the
inclusion of one additional month of operations of WDWB-TV. The remaining
increase was primarily due to significant increases in advertising revenue
driven by Olympic spending at the Company's CBS affiliated stations, substantial
advertising revenue growth at WDWB-TV, increased political advertising revenue
in an election year, and strong non-political local advertising in virtually all
Granite markets.
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Station operating expenses totaled $22,315,000 for the three months ended March
31, 1998, an increase of $2,518,000 or 13 percent compared to $19,797,000 for
the three months ended March 31, 1997. Of this increase, $733,000 was due to the
inclusion of one additional month of operations of WDWB-TV. The remaining
increase was primarily due to investments made in programming, promotion and
sales at WDWB-TV, as well as investments made in programming, news and sales at
the Company's other stations.
Depreciation and amortization increased $403,000, or 9 percent during the three
months ended March 31, 1998 compared to the same period a year earlier primarily
due to the inclusion of one additional month of operations of WDWB-TV. Corporate
expense increased $543,000 or 37 percent during the three months ended March 31,
1998 compared to the same period a year earlier, primarily due to higher
administrative costs associated with the expansion of the Company's corporate
office to manage its expanded station group. Non-cash compensation expense
increased $140,000 or 73 percent during the three months ended March 31, 1998
compared to the same period a year earlier due to the granting of additional
awards payable in Common Stock (Nonvoting) to certain executive employees of the
Company under the Management Stock Plan.
The equity in net loss of investee of $487,000 for the three months ended March
31, 1998 resulted from the Company recognizing its pro rata share of the net
loss of Datacast, LLC under the equity method of accounting.
Net interest expense was $9,209,000 compared to $9,778,000 a year earlier, a
decrease of $569,000 or 6 percent. This decrease was achieved despite higher
levels of outstanding indebtedness during the three months ended March 31, 1998
as compared to the same period a year earlier. During 1997, the Company was able
to reduce its cost of borrowing when it repurchased $79,405,000 of its
high-yield debt with borrowings under its credit agreement, which bear interest
at a lower rate.
Loss before extraordinary item for the three months ended March 31, 1998 totaled
$3,947,000 compared to a loss before extraordinary item of $4,957,000 for the
same period a year earlier, a decrease of $1,010,000. The decrease was primarily
due to the changes in the line items discussed above.
During the three months ended March 31, 1997, the Company purchased $19,405,000
face amount of its 9-3/8% Senior Subordinated Notes, due December 1, 2005, at a
discount and replaced it with borrowings under its credit agreement which bear
interest at a lower rate, thereby reducing its cost of borrowing. In conjunction
with the repurchase of this debt, the Company recognized an extraordinary loss,
after the write-off of a portion of related deferred financing fees, of
$321,000.
Liquidity and Capital Resources
On October 3, 1997, the Company entered into a definitive agreement to acquire
KOFY-TV for $143,750,000 in cash and the assumption of certain liabilities. In
addition, the Company will pay $30,000,000 for a covenant not to compete in the
San Francisco-Oakland-San Jose television market for a period of five years from
the closing of the acquisition. The acquisition is expected to close in the
third quarter of this year.
On February 19, 1998, the Company entered into a definitive agreement with
Freedom Communications, Inc. ("Freedom") whereby Freedom will acquire the assets
of WWMT-TV and WLAJ-TV for $170,000,000 payable in cash at the closing of the
transaction. The closing of the sale is expected to occur in the second quarter
of this year. The Company anticipates recognizing a taxable gain of $70,000,000
which will utilize substantially all of the Company's net operating loss
carryforwards. The Company anticipates paying state and federal alternative
minimum taxes of approximately $2,400,000 relating to the sale. It is
anticipated that the net proceeds from the sale will be used to fund part of the
purchase price of KOFY-TV.
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The WB Network agreed to enter into a ten-year affiliation agreement with the
Company, instead of with another television station in the San Francisco market,
in return for total consideration of $22,500,000. The Company will pay
$12,500,000 to the WB Network at the closing of the KOFY-TV purchase and the
remaining $10,000,000 is to be paid in equal installments over a five year
period.
On May 11, 1998, the Company completed an offering (the "Offering") of
$175,000,000 principal amount of its 8 7/8% Series A Senior Subordinated Notes
due May 15, 2008. The proceeds from the Offering were used to repay all
outstanding borrowings under the Company's existing credit agreement, to
repurchase certain other outstanding indebtedness and for additions to working
capital. As of that date, after giving effect to the application of the proceeds
of the Offering, the Company had approximately $14,000,000 of cash on hand and
the ability to borrow an additional $2,000,000 under the existing credit
agreement in compliance with the financial covenants thereunder. The Company
expects to enter into a new credit agreement prior to consummation of the
acquisition of KOFY-TV that, among other things, is anticipated to (i) permit,
subject to compliance with certain conditions and financial ratios contained
therein, revolving credit borrowings of $300,000,000 and borrowings of up to an
additional $200,000,000 on an uncommitted basis and (ii) increase the amount of
the Company's permitted indebtedness to 7.25 times its earnings before interest,
taxes, depreciation and amortization ("EBITDA") for the most recent four fiscal
quarters. At March 31, 1998, on a pro forma basis after giving effect to the
Offering and application of the proceeds therefrom the acquisition of KOFY-TV
and the related borrowings under the new credit agreement and the disposition of
WWMT-TV and WLAJ-TV, the Company's ratio of total indebtedness to EBITDA, as
expected to be defined in the new credit agreement, would have been 7.12.
Cash flows provided by operating activities were $10,430,000 during the three
months ended March 31, 1998 compared to cash flows provided by operating
activities of $8,698,000 during the three months ended March 31, 1997, an
increase of $1,732,000 or 20 percent. The increase was primarily due to higher
broadcast cash flow.
Cash flows used in investing activities were $898,000 during the three months
ended March 31, 1998 compared to $173,621,000 during the three months ended
March 31, 1997. Cash flows used in investing activities during the three months
ended March 31, 1998 related to capital expenditures and the investment in
Datacast while cash flows used in investing activities during the three months
ended March 31, 1997 related primarily to the acquisition of WDWB-TV. The
Company anticipates that future requirements for capital expenditures will
include those incurred during the ordinary course of business, which include
costs associated with the implementation of digital television technology.
Cash flows used in financing activities were $7,758,000 during the three
months ended March 31, 1998 compared to cash flows provided by financing
activities of $165,748,000 during the three months ended March 31, 1997. The
decrease resulted primarily from the issuance of the 12-3/4% Cumulative
Exchangeable Preferred Stock during the three months ended March 31, 1997
and a net decrease in long term borrowings for the three months ended March 31,
1998.
The computer applications which the Company utilizes in its operations are not
complex. Any modification of the Company's software that may be needed in order
to handle the upcoming change in the century is covered under the software's
licensing agreement. The Company has determined that there will be no material
costs incurred to modify its applications in order to handle the upcoming change
in the century.
The Company believes that internally generated funds from operations and
borrowings under its proposed new credit agreement, if necessary, will be
sufficient to satisfy the Company's cash requirements for its existing
operations for the next twelve months and for the foreseeable future thereafter.
The Company expects that any future acquisistions of television stations would
be financed through funds generated from operations and additional debt and
equity financings.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has caused this report to be signed by an officer
and the principal accounting officer on its behalf by the undersigned thereunto
duly authorized.
GRANITE BROADCASTING CORPORATION
Registrant
Date: May 14, 1998 /s/ W. DON CORNWELL
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(W. Don Cornwell)
Chief Executive Officer
Date: May 14, 1998 /s/ LAWRENCE I. WILLS
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(Lawrence I. Wills)
Vice President, Finance and Controller
(Principal Accounting Officer)
