-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RSvvkhef4oUbpu25mX3XLn01F9gFq/eNSFwELbH6eN9DBpLdJ04mQS+yo642x8Ly OWcii3zzEd72owDk1WOG5w== 0000950144-04-002302.txt : 20040311 0000950144-04-002302.hdr.sgml : 20040311 20040311135542 ACCESSION NUMBER: 0000950144-04-002302 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040308 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAY TELEVISION INC CENTRAL INDEX KEY: 0000043196 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 580285030 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13796 FILM NUMBER: 04662503 BUSINESS ADDRESS: STREET 1: 4370 PEACHTREE ROAD NE CITY: ALBANY STATE: GA ZIP: 30319 BUSINESS PHONE: 9128889390 MAIL ADDRESS: STREET 1: 4370 PEACHTREE ROAD NE CITY: ALBANY STATE: GA ZIP: 30319 FORMER COMPANY: FORMER CONFORMED NAME: GRAY COMMUNICATIONS SYSTEMS INC /GA/ DATE OF NAME CHANGE: 19950612 FORMER COMPANY: FORMER CONFORMED NAME: GRAY COMMUNICATIONS CORP DATE OF NAME CHANGE: 19911011 FORMER COMPANY: FORMER CONFORMED NAME: GRAY COMMUNICATIONS SYSTEMS INC DATE OF NAME CHANGE: 19880331 8-K 1 g87771e8vk.htm GRAY TELEVISION, INC. e8vk
Table of Contents

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) March 11, 2004 (March 8, 2004)

GRAY TELEVISION, INC.


(Exact Name of Registrant as Specified in its Charter)
         
Georgia   0-13796   58-0285030

 
 
 
 
 
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
4370 Peachtree Road, Atlanta, Georgia   30319

 
 
 
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code (404) 504-9828


(Former Name or Former Address, if Changed Since Last Report)

 


TABLE OF CONTENTS

SIGNATURES
EXHIBIT INDEX
EX-99.1 PRESS RELEASE DATED 3/8/2004


Table of Contents

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)   Exhibits
 
    99.1   Press Release of Gray Television, Inc. issued March 8, 2004.

Item 12.  Results of Operations and Financial Condition.

     The information set forth under this Item 12 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

     On March 8, 2004, Gray Television, Inc. issued a press release reporting its financial results for the fourth quarter ended December 31, 2003. A copy of the press release is hereby attached as Exhibit 99.1 and incorporated herein by reference.

 


Table of Contents

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GRAY TELEVISION, INC.
     (Registrant)

       
Dated: March 11, 2004
By:   /s/ James C. Ryan
   
 
    James C. Ryan, Senior Vice President and
Chief Financial Officer

 


Table of Contents

EXHIBIT INDEX

99.1   Press Release of Gray Television, Inc. issued March 8, 2004.

 

EX-99.1 3 g87771exv99w1.txt EX-99.1 PRESS RELEASE DATED 3/8/2004 GRAY EXHIBIT 99.1 Television, Inc. - ------------------------------------------------------------------------------- NEWS RELEASE GRAY REPORTS OPERATING RESULTS FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2003 ATLANTA, GEORGIA - MARCH 8, 2004 . . . GRAY TELEVISION, INC. (THE "COMPANY") (NYSE: GTN) today announced its results for the three months ("fourth quarter") and year ended December 31, 2003. The Company's reported results for 2003 reflect the impact of the acquisition of Stations Holding Company, Inc., on October 25 2002, comprising 15 network affiliated television stations serving 13 television markets and the acquisition on December 18, 2002 of KOLO-TV, the ABC affiliate serving Reno, Nevada. Both acquisitions are collectively referred to as the "2002 Acquisitions". The Company has also provided information on its operating results on a "pro forma" basis which gives effect to the 2002 Acquisitions as if they had occurred on January 1, 2002 (see Note 1). FOURTH QUARTER OF 2003 COMPARED TO THE FOURTH QUARTER OF 2002 Revenues. Total revenues for the three months ended December 31, 2003 increased 6% to $80.4 million as compared to the corresponding period of the prior year primarily reflecting the impact of the 2002 Acquisitions. Broadcasting revenues increased 7% to $66.5 million. The stations acquired in 2002 had revenue of $35.1 million in the fourth quarter of 2003 compared to $25.4 million from the respective acquisition date in 2002 through December 31, 2002. For the television stations that were owned continuously for the quarters ended December 31, 2003 and 2002, total revenue for 2003 decreased $5.3 million, or 14%. This decrease primarily reflects the net result of increases in local and national advertising revenue of approximately 7% and 8%, respectively, offset by a decrease in political advertising revenue of 88% or $6.9 million. On a pro forma basis, total broadcasting revenues decreased 12% from the pro forma results of the fourth quarter of 2002. Broadcasting local and national revenues increased approximately 9% and 6% respectively from the pro forma results of 2002 while political advertising revenue decreased $12.8 million to $2.3 million from the pro forma results for the fourth quarter of 2002. Operating expenses. Operating expenses before depreciation, amortization and certain other non-cash charges increased 13% to $51.5 million primarily reflecting the impact of the 2002 Acquisitions. Broadcasting expenses increased 18% to $39.4 million. The stations acquired in 2002 had broadcast expense of $20.2 million in the fourth quarter of 2003 compared to $13.2 million from the respective acquisition date in 2002 through December 31, 2002. For the television stations that were owned continuously for the quarters ended December 31, 2003 and 2002, broadcast expenses decreased 4% from the prior period. On a pro forma basis, broadcasting operating expenses decreased 2% from the prior period. 4370 Peachtree Road, NE * Atlanta, GA 30319 (404) 504-9828 * Fax (404) 261-9607 YEAR ENDED DECEMBER 31, 2003 COMPARED TO THE YEAR ENDED DECEMBER 31, 2002 Revenues. Total revenues for the year ended December 31, 2003 increased 49% to $295.4 million as compared to the same period of the prior year primarily reflecting the impact of the 2002 Acquisitions. Broadcasting revenues increased 66% to $243.1 million. The stations acquired in 2002 had revenue of $127.9 million for 2003 compared to $25.4 million from the respective acquisition date in 2002 through December 31, 2002. For the television stations that were owned continuously for the years ended December 31, 2003 and 2002, total revenue for 2003 decreased $6.2 million, or 5%. This decrease primarily reflects the net result of increases in local and national advertising revenue of 5% and 4%, respectively, offset by a decrease in political advertising revenue of 82% or $10.8 million. On a pro forma basis total broadcasting revenues decreased 4% from the pro forma results for the full year of 2002. Broadcasting local and national revenue increased approximately 5% and 4%, respectively from the pro forma results of 2002 while political advertising revenue decreased $19.7 million to $5.7 million from the pro forma results for the full year of 2002. Operating expenses. Operating expenses before depreciation, amortization and certain other non-cash charges increased 53% to $191.7 million primarily reflecting the impact of the 2002 Acquisitions. Broadcasting expenses increased 78% to $145.7 million. The stations acquired in 2002 had broadcast expense of $76.4 million for 2003 compared to $13.2 million from the respective acquisition date in 2002 through December 31, 2002. For the television stations that were owned continuously for the years ended December 31, 2003 and 2002, broadcast expenses increased 1%. On a pro forma basis broadcasting operating expenses decreased 1% from the prior year. BALANCE SHEET Total debt outstanding at December 31, 2003 was $655.9 million compared to $658.2 million at December 31, 2002. The Company's cash balance was $11.9 million at December 31, 2003 compared to $12.9 million at December 31, 2002. SETTLEMENT OF IRS LITIGATION In January 2004, the Company settled its litigation with the IRS relating to the acquisition of certain television assets in 1996. The settlement requires no cash payments from the Company. The Company agreed in the settlement to forego certain claimed depreciation and amortization deductions relating to the 1996 through 1999 tax years, which in turn resulted in a reduction of the Company's current federal income tax net operating loss carryforwards by approximately $16.3 million. After giving effect to the settlement, the Company's federal net operating loss carryforwards approximate $190 million. During the three months ended December 31, 2003, the Company recorded a non-cash charge to decrease its deferred tax assets by approximately $5.8 million to reflect this settlement. As a result of the settlement, the Company is also entitled to collect a previously claimed federal tax cash refund from 1996 of approximately $1.2 million, plus statutory interest. Gray Television, Inc. Earnings Release for the Three Months and Year ended December 31, 2003 Page 2 of 10 RESTATEMENT OF 2002 TRANSITIONAL IMPAIRMENT CHARGE The Company has restated its 2002 and 2001 consolidated financial statements for the items discussed below. These restatements had no impact on cash or on income (loss) before cumulative effect of accounting change. Reclassification Between Broadcast Licenses and Goodwill for Acquisitions Prior to 2002 Broadcast licenses of television stations acquired by the Company prior to January 1, 2002 were valued using a residual value methodology where the excess of the purchase price over the fair value of all identified tangible and intangible assets was attributed to the broadcast license. In applying this methodology, the Company previously reported deferred tax liabilities for the excess of book over tax basis of assets acquired with a corresponding increase in goodwill. The Company has determined that, instead of recognizing that amount as additional goodwill, the amount should have been included with the residual amount attributed to the broadcast license. Accordingly, the Company has restated its December 31, 2002 balance sheet to reflect the reclassification of approximately $36.4 million of amounts previously reported as "goodwill" to "broadcast licenses". This reclassification, in turn, created additional book over tax basis of the broadcast licenses, requiring recognition of additional deferred tax liabilities and recognition of a corresponding increase in the amount of broadcast licenses. This grossing up effect resulted in an additional increase to broadcast licenses and an increase to deferred tax liabilities of approximately $29.0 million at December 31, 2002. Revision of the Initial Transition Impairment Charge Calculation Upon Adoption of SFAS 142 The adjustment mentioned above and the correction of certain other computational errors in the initial transition impairment calculation caused the pre-tax impairment charge as of January 1, 2002 to increase from $39.5 million to $39.9 million and caused the related tax benefit to increase from $8.9 million to $13.2 million. Therefore, the cumulative effect of accounting change of $30.6 million previously reported in the statement of operations for the year ended December 31, 2002 has been restated and is now reduced to $26.6 million. This net adjustment was recorded as an increase in broadcast licenses of $6.4 million, an increase in deferred taxes of $2.4 million and a decrease in the cumulative effect of accounting change of $4.0 million. Gray Television, Inc. Earnings Release for the Three Months and Year ended December 31, 2003 Page 3 of 10 The following table summarizes the effects of the restatements discussed above. These restatements had no impact on cash or on income (loss) before cumulative effect of accounting change. (Dollars in thousands except per share data):
BALANCE SHEET AS OF DECEMBER 31, 2002 ----------------------------------------- AS PREVIOUSLY REPORTED AS RESTATED ---------------------- ------------- ASSETS: Broadcast licenses $ 878,631 $ 950,321 Goodwill $ 173,341 $ 136,969 Other intangible assets, net $ 8,900 $ 8,905 Total assets $ 1,296,724 $ 1,332,048 LIABILITIES: Deferred income taxes $ 174,765 $ 206,143 Total liabilities $ 888,114 $ 919,492 STOCKHOLDERS' EQUITY: Retained deficit $ 28,176 $ 24,230 Total stockholders' equity $ 369,420 $ 373,366
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2002 AS PREVIOUSLY REPORTED AS RESTATED ---------------------- ------------- Cumulative effect of accounting change, net $ (30,592) $ (26,646) Net loss $ (27,887) $ (23,941) Net loss available to common stockholders $ (34,317) $ (30,371) Net loss per share available to common stockholders Basic $ (1.55) $ (1.37) Diluted $ (1.53) $ (1.37)
For the year ended December 31, 2001 the Company has restated its intangible asset amortization expense and its income tax benefit increasing each by $958,000 to reflect, in that period, the impact of the reclassification between broadcast licenses and goodwill plus the related "tax-on-tax" gross-up mentioned above. RECLASSIFICATIONS Certain prior year amounts have been reclassified to conform with the 2003 presentation. Specifically, the Company has reclassified amounts relating to the loss on disposal of assets from miscellaneous income (expense) to a separate line item entitled "Loss on disposal of assets, net" included in operating expenses. Gray Television, Inc. Earnings Release for the Three Months and Year ended December 31, 2003 Page 4 of 10 GUIDANCE FOR THE FIRST QUARTER OF 2004 The Company currently anticipates that its results of operations for the three months ended March 31, 2004 will approximate the ranges presented in the table below.
THREE MONTHS ENDED Dollars in Thousands MARCH 31, 2004 ESTIMATED RANGE LOW HIGH --------- --------- OPERATING REVENUES Broadcasting (less agency commissions) $ 59,000 $ 60,000 Publishing 10,500 10,700 Paging 1,700 1,800 --------- --------- TOTAL OPERATING REVENUES 71,200 72,500 --------- --------- OPERATING EXPENSES Operating expenses before depreciation and amortization Broadcasting 37,000 37,250 Publishing 8,000 8,100 Paging 1,425 1,450 Corporate 2,000 2,500 Depreciation and amortization 6,000 6,100 Amortization of restricted stock award 75 100 Loss on disposal of assets 50 100 --------- --------- TOTAL OPERATING EXPENSES 54,550 55,600 --------- --------- OPERATING INCOME $ 16,650 $ 16,900 ========= =========
The Company currently estimates that net political revenue for the three months ended March 31, 2004 will range between $2.3 million and $2.5 million compared to $741,000 earned in the three months ending March 31, 2003. Such estimate for 2004 is included in the broadcast operating revenue estimates presented above. In addition the Company currently estimates that non-cash 401(k) plan expense will range between $475,000 and $550,000 for the three months March 31, 2004 and such estimate is included in the operating expense estimates presented above. For the full year of 2004, the Company currently anticipates that total operating expenses before depreciation, amortization and certain other non-cash charges will increase approximately 3% over the results for 2003. The Company currently anticipates that broadcast operating expenses for the full year of 2004 will increase approximately 3.5% over the results for 2003. These increased operating costs primarily reflect general increases in payroll and related employee benefit costs as well as sales commissions on political revenue sold by national sales representatives. Gray Television, Inc. Earnings Release for the Three Months and Year ended December 31, 2003 Page 5 of 10 FOR INFORMATION CONTACT: BOB PRATHER JIM RYAN PRESIDENT AND CHIEF OPERATING OFFICER SENIOR V. P. AND CHIEF FINANCIAL OFFICER (404) 266-8333 (404) 504-9828 WEB SITE: www.graytvinc.com
CONFERENCE CALL INFORMATION Gray Television, Inc. will host a conference call to discuss its fourth quarter operating results on March 8, 2004. The call will begin at 11:00 AM Eastern Time. The live dial-in number is (877) 888-3855 and the reservation number is T485854G. The call will be webcast live and available for replay at www.graytvinc.com. The taped replay of the conference call will be available at (888) 509-0081 until March 22, 2004. THE COMPANY Gray Television, Inc. is a communications company headquartered in Atlanta, Georgia, and currently owns 29 television stations serving 25 television markets. The stations include 15 CBS affiliates, seven NBC affiliates and seven ABC affiliates. Gray Television, Inc. has 22 stations ranked #1 in local news audience and 22 stations ranked #1 in overall audience within their respective markets based on the results of the Nielsen November 2003 ratings reports. The TV station group reaches approximately 5.3% of total U.S. TV households. The Company also owns four daily newspapers, three in Georgia and one in Indiana. Gray Television, Inc. Earnings Release for the Three Months and Year ended December 31, 2003 Page 6 of 10 GRAY TELEVISION, INC. (IN THOUSANDS, EXCEPT PER SHARE DATA AND PERCENTAGES)
AS REPORTED(1) PRO FORMA(1) THREE MONTHS ENDED THREE MONTHS ENDED SELECTED OPERATING DATA: DECEMBER 31, DECEMBER 31, -------------------------------------- ------------------------ % % 2003 2002 CHANGE 2002 CHANGE -------- -------- --------- -------- ------- OPERATING REVENUES Broadcasting (less agency commissions) $ 66,537 $ 62,173 7 % $ 75,404 (12)% Publishing 11,831 11,583 2 % 11,583 2 % Paging 2,029 2,070 (2)% 2,070 (2)% -------- -------- -------- TOTAL OPERATING REVENUES 80,397 75,826 6 % 89,057 (10)% -------- -------- -------- OPERATING EXPENSES Operating expenses before depreciation and amortization Broadcasting 39,422 33,374 18 % 40,167 (2)% Publishing 8,176 8,373 (2)% 8,373 (2)% Paging 1,551 1,684 (8)% 1,684 (8)% Corporate and administrative 2,301 2,322 (1)% 2,706 (15)% Depreciation and amortization 6,178 6,663 (7)% 5,503 12 % Amortization of restricted stock award 454 -0- NA -0- NA Loss on disposal of assets 1,075 592 82 % 592 82 % -------- -------- -------- TOTAL OPERATING EXPENSES 59,157 53,008 12 % 59,025 0 % -------- -------- -------- Operating income 21,240 22,818 (7)% 30,032 (29)% Miscellaneous income (expense), net (192) 141 (236)% 141 (236)% Interest expense (10,637) (10,759) (1)% (11,654) (9)% Loss on early extinguishment of debt -0- (5,563) (100)% (5,563) (100)% -------- -------- -------- INCOME BEFORE INCOME TAXES 10,411 6,637 57 % 12,956 (20)% Income tax expense 9,146 2,682 241 % 5,084 80 % -------- -------- -------- NET INCOME 1,265 3,955 (68)% 7,872 (84)% Preferred dividends 822 858 (4)% 858 (4)% -------- -------- -------- NET INCOME AVAILABLE TO COMMON STOCKHOLDERS $ 443 $ 3,097 (86)% $ 7,014 (94)% ======== ======== ======== DILUTED PER SHARE INFORMATION: Net income per share available to common stockholders $ 0.01 $ 0.08 (88)% $ 0.14 (94)% ======== ======== ======== Weighted average shares outstanding 50,210 41,232 22 % 50,281 (0)% ======== ======== ======== OTHER SELECTED DATA POLITICAL REVENUE $ 2,251 $ 11,213 (80)% $ 15,062 (85)%
SELECTED BALANCE SHEET DATA: DECEMBER 31, ---------------------- 2003 2002 -------- -------- Cash and cash equivalents $ 11,947 $ 12,915 Total Debt (2) 655,902 658,220 Total debt net of cash 643,955 645,305
Gray Television, Inc. Earnings Release for the Three Months and Year ended December 31, 2003 Page 7 of 10 GRAY TELEVISION, INC. (IN THOUSANDS, EXCEPT PER SHARE DATA AND PERCENTAGES)
AS REPORTED(1) PRO FORMA(1) TWELVE MONTHS ENDED TWELVE MONTHS ENDED SELECTED OPERATING DATA: DECEMBER 31, DECEMBER 31, ------------------------------------- ------------------------ RESTATED % % 2003 2002 CHANGE 2002 CHANGE -------- -------- ------- -------- ------ OPERATING REVENUES Broadcasting (less agency commissions) $243,061 $146,714 66% $253,824 (4)% Publishing 44,366 43,657 2% 43,657 2% Paging 7,944 8,269 (4)% 8,269 (4)% -------- -------- -------- TOTAL OPERATING REVENUES 295,371 198,640 49% 305,750 (3)% -------- -------- -------- OPERATING EXPENSES Operating expenses before depreciation and amortization Broadcasting 145,721 81,996 78% 146,648 (1)% Publishing 31,781 31,583 1% 31,583 1% Paging 5,785 5,798 (0)% 5,798 (0)% Corporate and administrative 8,460 5,607 51% 9,010 (6)% Depreciation and amortization 27,337 17,728 54% 22,152 23% Amortization of restricted stock award 454 -0- NA -0- NA Loss on disposal of assets 1,155 699 65% 699 65% -------- -------- -------- TOTAL OPERATING EXPENSES 220,693 143,411 54% 215,890 2% -------- -------- -------- Operating income 74,678 55,229 35% 89,860 (17)% Miscellaneous income, net 20 303 (93)% 303 (93)% Appreciation in value of derivatives, net -0- 1,581 (100)% 1,581 (100)% Interest expense (43,337) (35,674) 21% (49,731) (13)% Loss on early extinguishment of debt -0- (16,838) (100)% (16,838) (100)% -------- -------- -------- INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE 31,361 4,601 582% 25,175 25% Income tax expense 17,337 1,896 814% 9,715 78% -------- -------- -------- NET INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 14,024 2,705 418% 15,460 (9)% Cumulative effect of accounting change, net of $13,215 income tax benefit -0- (26,646) (100)% (26,646) (100)% -------- -------- -------- NET INCOME (LOSS) 14,024 (23,941) (159)% (11,186) (225)% Preferred dividends 3,287 2,461 34% 2,461 34% Preferred dividends associated with the redemption of preferred stock -0- 3,969 (100)% 3,969 (100)% -------- -------- -------- NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS $ 10,737 $(30,371) (135)% $(17,616) (161)% ======== ======== ======== DILUTED PER SHARE INFORMATION: Net income (loss) before cumulative effect of accounting change available to common stockholders $ 0.21 $ (0.17) (226)% $ 0.18 19% Cumulative effect of accounting change, net of income taxes -0- (1.20) (100)% (0.53) (100)% -------- -------- -------- Net income (loss) per share available to common stockholders $ 0.21 $ (1.37) (115)% $ (0.35) (161)% ======== ======== ======== Weighted average shares outstanding 50,535 22,127 128% 50,462 0% ======== ======== ======== OTHER SELECTED DATA POLITICAL REVENUE $ 5,668 $ 16,612 (66)% $ 25,349 (78)%
Gray Television, Inc. Earnings Release for the Three Months and Year ended December 31, 2003 Page 8 of 10 NOTES: Note 1. "As Reported" and "Pro forma" Information in this earnings release has been presented under two different methods: as reported and pro forma. The as reported basis of presentation gives effect to the acquisitions as of their respective acquisition dates. The pro forma presentation gives effect to the acquisitions of Stations Holding Company, Inc. which occurred on October 25, 2002 and KOLO-TV which occurred on December 18, 2002 as if each had occurred on January 1, 2002. Accordingly, the pro forma presentation combines the Company's historical results of operations with the respective acquired operation's historical pre-acquisition operating results. Certain amounts of corporate overhead were eliminated in the pro forma presentation. Depreciation and amortization expense in the pro forma presentation give effect to accounting for the respective acquisitions. Pro forma income tax expense or benefit assumes an effective tax rate of 38% on the pro forma incremental net pre-tax income or loss. Pro forma interest expense and shares outstanding give effect to the Company's issuance of additional debt and common equity to finance, in part, the acquisitions. An unaudited reconciliation between the as reported and the pro forma condensed consolidated statements of operations for the three months and year ended December 31, 2002 follows:
Data in Thousands THREE MONTHS ENDED DECEMBER 31, 2002 ----------------------------------------------- AS EFFECT OF REPORTED ACQUISITIONS PRO FORMA -------- ------------ ---------- Operating revenues Broadcasting (less agency commissions) $ 62,173 $ 13,231 $ 75,404 Publishing 11,583 -0- 11,583 Paging 2,070 -0- 2,070 -------- -------- -------- Total operating revenues 75,826 13,231 89,057 -------- -------- -------- Operating expenses before depreciation and amortization Broadcasting 33,374 6,793 40,167 Publishing 8,373 -0- 8,373 Paging 1,684 -0- 1,684 Corporate and administrative 2,322 384 2,706 Depreciation and amortization 6,663 (1,160) 5,503 Loss on disposal of assets 592 -0- 592 -------- -------- -------- Total operating expenses 53,008 6,017 59,025 -------- -------- -------- Operating income 22,818 7,214 30,032 Miscellaneous income, net 141 -0- 141 Interest expense (10,759) (895) (11,654) Loss on early extinguishment of debt (5,563) -0- (5,563) -------- -------- -------- Income before income tax 6,637 6,319 12,956 Income tax expense 2,682 2,402 5,084 -------- -------- -------- Net income 3,955 3,917 7,872 Preferred dividends 858 -0- 858 -------- -------- -------- Net income available to common stockholders $ 3,097 $ 3,917 $ 7,014 ======== ======== ======== Diluted weighted average shares outstanding 41,232 9,049 50,281 ======== ======== ======== Other Selected Data: Broadcast Revenue Local $ 31,760 $ 6,351 $ 38,111 National 15,193 2,427 17,620 Network compensation 2,441 251 2,692 Political 11,213 3,849 15,062 Other 1,566 353 1,919 -------- -------- -------- Total Broadcast Revenue $ 62,173 $ 13,231 $ 75,404 ======== ======== ========
Gray Television, Inc. Earnings Release for the Three Months and Year ended December 31, 2003 Page 9 of 10
Data in Thousands YEAR ENDED DECEMBER 31, 2002 ------------------------------------------------- AS EFFECT OF RESTATED ACQUISITIONS PRO FORMA --------- ------------ --------- Operating revenues Broadcasting (less agency commissions) $ 146,714 $ 107,110 $ 253,824 Publishing 43,657 -0- 43,657 Paging 8,269 -0- 8,269 --------- --------- --------- Total operating revenues 198,640 107,110 305,750 --------- --------- --------- Operating expenses before depreciation and amortization Broadcasting 81,996 64,652 146,648 Publishing 31,583 -0- 31,583 Paging 5,798 -0- 5,798 Corporate and administrative 5,607 3,403 9,010 Depreciation and amortization 17,728 4,424 22,152 Loss on disposal of assets 699 -0- 699 --------- --------- --------- Total operating expenses 143,411 72,479 215,890 --------- --------- --------- Operating income 55,229 34,631 89,860 Miscellaneous income, net 303 -0- 303 Appreciation in value of derivatives, net 1,581 -0- 1,581 Interest expense (35,674) (14,057) (49,731) Loss on early extinguishment of debt (16,838) -0- (16,838) --------- --------- --------- Income (loss) before income tax and cumulative effect of accounting 4,601 20,574 25,175 change Income tax expense (benefit) 1,896 7,819 9,715 --------- --------- --------- Net income (loss) before cumulative effect of accounting change 2,705 12,755 15,460 Cumulative effect of accounting change, net of $13,215 income tax (26,646) -0- (26,646) benefit --------- --------- --------- Net income (loss) (23,941) 12,755 (11,186) Preferred dividends 6,430 -0- 6,430 --------- --------- --------- Net income (loss) available to common stockholders $ (30,371) $ 12,755 $ (17,616) ========= ========= ========= Diluted weighted average shares outstanding 22,127 28,085 50,462 ========= ========= ========= Other Selected Data: Broadcast Revenue Local $ 79,631 62,663 142,294 National 39,288 28,528 67,816 Network compensation 6,422 2,917 9,339 Political 16,612 8,737 25,349 Other 4,761 4,265 9,026 --------- --------- --------- Total Broadcast Revenue $ 146,714 $ 107,110 $ 253,824 ========= ========= =========
Note 2. Debt Total debt as of December 31, 2003 and December 31, 2002 does not include $1.2 million and $1.3 million, respectively, of unamortized debt discount on the Company's 9 1/4% Senior Subordinated Notes due March 2011. CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT The preceding comments on Gray's current expectations of operating results for the first quarter of 2004 are "forward looking" for purposes of the Private Securities Litigation Reform Act of 1995. Actual results of operations are subject to a number of risks and may differ materially from the current expectations discussed in this press release. See the Company's annual report on Form 10-K for a discussion of risk factors that may affect the Company. Gray Television, Inc. Earnings Release for the Three Months and Year ended December 31, 2003 Page 10 of 10
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