UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended September 30, 2003 |
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OR |
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o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
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Commission File Number 0-19728 |
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GRANITE BROADCASTING CORPORATION |
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(Exact name of registrant as specified in its charter) |
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DELAWARE |
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13-3458782 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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767 Third Avenue |
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(address of principal executive offices) (zip code) |
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(212) 826-2530 |
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(registrant’s telephone number, including area code) |
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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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the act). Yes o No ý
(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 October 31, 2003; Common Stock (Nonvoting), par value $.01 per share - 18,833,479 shares outstanding at October 31, 2003.
GRANITE BROADCASTING CORPORATION
Form 10-Q
Table of Contents
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Consolidated Balance Sheets as of September 30, 2003 (unaudited) and December 31, 2002 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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GRANITE BROADCASTING CORPORATION
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September 30, |
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December 31, |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents (including $1,777,115 of restricted cash at December 31, 2002) |
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$ |
24,475,408 |
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$ |
54,319,597 |
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Accounts receivable, less allowance for doubtful accounts ($1,190,544 at September 30, 2003 and $747,520 at December 31, 2002) |
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19,333,102 |
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23,211,637 |
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Film contract rights |
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18,553,399 |
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19,713,849 |
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Income tax receivable |
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18,654,621 |
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5,334,846 |
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Other current assets |
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8,948,243 |
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4,781,201 |
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Total current assets |
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89,964,773 |
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107,361,130 |
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Property and equipment, net |
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46,149,663 |
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41,813,349 |
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Film contract rights |
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9,414,951 |
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12,918,123 |
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Other non current assets |
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3,462,664 |
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3,461,975 |
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Deferred financing fees, less accumulated amortization ($10,917,389 at September 30, 2003 and $7,612,443 at December 31, 2002) |
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2,972,904 |
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5,630,704 |
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Goodwill, net |
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83,051,302 |
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83,051,302 |
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Broadcast licenses, net |
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127,331,829 |
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127,331,829 |
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Network affiliations, net |
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87,164,847 |
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90,345,315 |
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Other intangibles, net |
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— |
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3,250,000 |
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Total assets |
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$ |
449,512,933 |
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$ |
475,163,727 |
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Liabilities and Stockholders’ Deficit |
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Current liabilities: |
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Accounts payable |
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$ |
1,445,786 |
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$ |
2,807,730 |
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Accrued interest |
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7,910,201 |
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3,158,876 |
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Other accrued liabilities |
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6,404,519 |
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6,941,220 |
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Film contract rights payable |
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30,728,546 |
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26,601,355 |
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Other current liabilities |
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1,923,369 |
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3,581,243 |
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Senior debt |
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115,000,000 |
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— |
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Total current liabilities |
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163,412,421 |
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43,090,424 |
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Long-term debt |
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197,818,245 |
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312,791,038 |
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Film contract rights payable |
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23,979,223 |
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33,379,694 |
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Deferred tax liability |
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48,714,222 |
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45,779,491 |
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Redeemable preferred stock |
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198,391,769 |
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— |
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Accrued dividends on redeemable preferred stock |
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38,321,768 |
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19,160,885 |
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Other non current liabilities |
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9,749,228 |
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11,195,374 |
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Redeemable preferred stock |
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— |
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198,125,314 |
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Stockholders’ deficit: |
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Common stock: 41,000,000 shares authorized consisting of 1,000,000 shares of Class A Voting Common Stock, $.01 par value, and 40,000,000 shares of Common Stock (Nonvoting), $.01 par value; 178,500 shares of Class A Voting Common Stock and 18,833,479 shares of Common Stock (Nonvoting) (18,581,510 shares at December 31, 2002) issued and outstanding |
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190,119 |
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187,600 |
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Accumulated deficit |
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(229,469,579 |
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(186,842,835 |
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Less: |
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Unearned compensation |
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(718,808 |
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(851,334 |
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Treasury stock, at cost |
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(875,675 |
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(851,924 |
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Total stockholders’ deficit |
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(230,873,943 |
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(188,358,493 |
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Total liabilities and stockholders’ deficit |
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$ |
449,512,933 |
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$ |
475,163,727 |
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See accompanying notes.
1
GRANITE BROADCASTING CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2003 |
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2002 |
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2003 |
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2002 |
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Net revenues |
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$ |
25,719,558 |
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$ |
26,083,671 |
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$ |
78,844,209 |
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$ |
102,179,342 |
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Station operating expenses |
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22,012,692 |
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21,220,434 |
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67,147,196 |
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76,160,339 |
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Depreciation expense |
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1,594,277 |
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1,350,113 |
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4,678,752 |
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4,608,205 |
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Amortization expense |
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1,119,850 |
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2,377,515 |
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5,859,554 |
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16,615,563 |
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Corporate expense |
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2,646,186 |
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2,330,923 |
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8,138,691 |
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6,947,237 |
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Non-cash compensation expense(1) |
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170,454 |
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410,619 |
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720,978 |
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1,065,490 |
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Operating loss |
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(1,823,901 |
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(1,605,933 |
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(7,700,962 |
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(3,217,492 |
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Other expenses (income) |
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Interest expense |
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7,718,935 |
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6,670,880 |
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23,034,087 |
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