-----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, FtNaUwsnukSVBye8uhnkv6ClABGMJRs+HwPhfENgWg/6jGmYVcd9nMiJugrI/ETy 9s8i1EgnrKBDIEkN3GDJUA== 0000950130-99-003008.txt : 19990517 0000950130-99-003008.hdr.sgml : 19990517 ACCESSION NUMBER: 0000950130-99-003008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRANITE BROADCASTING CORP CENTRAL INDEX KEY: 0000839621 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 133458782 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-19728 FILM NUMBER: 99623319 BUSINESS ADDRESS: STREET 1: 767 THIRD AVE 34TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128262530 MAIL ADDRESS: STREET 1: 767 THIRD AVE 34TH FL CITY: NEW YORK STATE: NY ZIP: 10017 10-Q 1 FORM 10-Q - -------------------------------------------------------------------------------- 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, 1999 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 (I.R.S. Employer incorporation 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, 1999; Common Stock (Nonvoting), par value $.01 per share - 11,818,680 shares outstanding at March 31, 1999. PART I. FINANCIAL INFORMATION GRANITE BROADCASTING CORPORATION CONSOLIDATED BALANCE SHEET
March 31, December 31, ASSETS 1999 1998 - ------ ----------- ------------ (Unaudited) Current assets: Cash and cash equivalents $ 1,247,007 $ 762,392 Accounts receivable, net 28,828,041 32,830,227 Film contract rights 7,039,476 9,671,443 Other assets 10,132,844 9,627,807 ---------------- ---------------- Total current assets 47,247,368 52,891,869 Property and equipment, net 34,543,967 33,040,152 Film contract rights and other noncurrent assets 6,995,422 7,286,039 Deferred financing fees, net 11,149,743 11,086,733 Intangible assets, net 671,322,936 677,669,324 ---------------- ---------------- $ 771,259,436 $ 781,974,117 ================= ================== LIABILITIES AND STOCKHOLDERS' DEFICIT - ------------------------------------- Current liabilities: Accounts payable $ 2,869,505 $ 4,031,837 Accrued interest 13,295,147 5,107,551 Other accrued liabilities 7,715,132 9,908,091 Film contract rights 11,036,549 13,648,629 Other current liabilities 6,442,848 5,763,882 ---------------- ---------------- Total current liabilities 41,359,181 38,459,990 Long-term debt 424,804,753 426,399,159 Film contract rights payable 4,962,250 5,920,122 Deferred tax liability 74,717,597 78,308,597 Other noncurrent liabilities 17,224,984 18,005,696 Commitments Cumulative Exchangeable Preferred Stock, net of offering costs 191,171,885 185,167,313 Cumulative Convertible Exchangeable Preferred Stock 30,660,975 31,183,400 Stockholders' deficit: Common Stock: 41,000,000 shares authorized consisting of 1,000,000 shares of Class A Common Stock, $.01 par value, and 40,000,000 shares of Common Stock (Nonvoting), $.01 par value; 178,500 shares of Class A Common Stock and 11,818,680 shares of Common Stock (Nonvoting) (11,608,032 shares at December 31,1998) issued and outstanding 119,971 117,865 Additional paid-in capital 8,500,889 14,233,125 Accumulated deficit (18,429,689) (12,006,267) Less: Unearned compensation (2,899,485) (2,881,008) Treasury stock (47,000) (47,000) Note receivable from officer (886,875) (886,875) ---------------- ---------------- Total stockholders' deficit (13,642,189) (1,470,160) ---------------- ---------------- $ 771,259,436 $ 781,974,117 ================= ==================
See accompanying notes. -1- GRANITE BROADCASTING CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended March 31, 1999 1998 ------------------- ------------------ (Unaudited) Net revenues $33,874,817 $36,724,036 Station operating expenses 22,524,984 22,315,368 Time brokerage agreement fees --- 150,000 Depreciation expense 1,387,257 1,364,619 Amortization expense 6,408,515 3,583,722 Corporate expense 1,972,138 2,017,063 Non-cash compensation expense 264,099 332,520 ------------------- ------------------ Operating income 1,317,824 6,960,744 Other expenses: Equity in net loss of investee 133,603 486,720 Interest expense, net 9,997,776 9,208,738 Non-cash interest expense 707,227 474,789 Other 343,640 241,525 ------------------- ------------------ Loss before income taxes (9,864,422) (3,451,028) (Benefit) provision for income taxes (3,441,000) 496,000 ------------------- ------------------ Net loss $(6,423,422) $(3,947,028) =================== ================== Net loss attributable to common shareholders $(13,021,711) $(10,060,463) =================== ================== Basic and diluted net loss per common share $(1.10) $(1.06) =================== ================== Weighted average common shares outstanding 11,890,745 9,475,600
See accompanying notes. -2- GRANITE BROADCASTING CORPORATION CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT Three Months Ended March 31, 1999 (Unaudited) Class A Common Additional Common Stock Paid-in Accumulated Unearned Note Receivable Stock (Nonvoting) Capital Deficit Compensation from Officer ---------- ----------- ---------- ----------- ------------ --------------- Balance at December 31, 1998 $1,785 $116,080 $14,233,126 $(12,006,267) $(2,881,009) $(886,875) Dividends on redeemable preferred stock (6,473,252) Accretion of offering costs related to Cumulative Exchangeable Preferred Stock (125,037) Exercise of stock options 168 77,232 Conversion of Convertible Preferred Stock into Common Stock (Nonvoting) 1,045 521,380 Issuance of Common Stock (Nonvoting) 893 (893) Grant of stock award under stock plans 282,575 (282,575) Stock expense related to stock plans (14,242) 264,099 Net loss (6,423,422) ---------- ----------- ----------- ------------ ------------ --------------- Balance at March 31, 1999 $1,785 $118,186 $ 8,500,889 $(18,429,689) $(2,899,485) $(886,875) ========== =========== =========== ============ ============ ===============
Total Treasury Stockholders' Stock Deficit -------- ------------ Balance at December 31, 1998 $(47,000) $(1,470,160) Dividends on redeemable preferred stock (6,473,252) Accretion of offering costs related to Cumulative Exchangeable Preferred Stock (125,037) Exercise of stock options 77,400 Conversion of Convertible Preferred Stock into Common Stock (Nonvoting) 522,425 Issuance of Common Stock (Nonvoting) -- Grant of stock award under stock plans -- Stock expense related to stock plans 249,857 Net loss (6,423,422) ------------------ ----------------- Balance at March 31, 1999 $(47,000) $(13,642,189) ================== =================
See accompanying notes. -3- GRANITE BROADCASTING CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS
Three months ended March 31, 1999 1998 ------------ ------------ (Unaudited) Cash flows from operating activities: Net loss $ (6,423,422) $ (3,947,028) Adjustments to reconcile net loss to net cash provided by operating activities: Amortization of intangible assets 6,408,515 3,583,722 Depreciation 1,387,257 1,364,619 Non-cash compensation expense 264,099 332,520 Non-cash interest expense 707,227 474,789 Equity in net loss of investee 133,603 486,720 Deferred tax benefit (3,591,000) --- Change in assets and liabilities: Decrease in accounts receivable 4,002,186 6,476,049 Increase in accounts payable and accrued liabilities 4,832,305 6,973,648 Decrease in film contract rights and other non current assets 2,922,584 2,430,308 Decrease in film contract rights and other current liabilities (2,890,986) (3,626,464) Decrease in other non current liabilities (780,712) (1,252,040) Increase in other current assets (2,146,647) (2,867,316) -------------------------------------- Net cash provided by operating activities 4,825,009 10,429,527 Cash flows from investing activities: Network affiliation payment (354,954) --- Insurance proceeds received 1,641,662 --- Investment in Datacast, LLC (133,603) (250,000) Capital expenditures (2,845,072) (647,725) -------------------------------------- Net cash used in investing activities (1,691,967) (897,725) Cash flows from financing activities: Proceeds from bank financing 4,000,000 --- Repayment of bank debt (5,613,399) (7,000,000) Dividends paid (594,056) (805,283) Other financing activities, net (440,972) 47,755 ------------------------------------- Net cash used in financing activities (2,648,427) (7,757,528) -------------------------------------- Net increase in cash and cash equivalents 484,615 1,774,274 Cash and cash equivalents, beginning of period 762,392 2,170,927 ------------------------------------- Cash and cash equivalents, end of period $ 1,247,007 $ 3,945,201 =============== ================ Supplemental information: Cash paid for interest $ 1,856,632 $ 3,302,011 Income taxes paid 1,567,550 79,213 Non-cash capital expenditures 46,000 219,685 Non-cash dividend 5,879,535 5,195,943
See accompanying notes. -4- GRANITE BROADCASTING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1 - Basis of presentation - ------------------------------- The accompanying unaudited consolidated financial statements include the accounts of Granite Broadcasting Corporation and its subsidiaries (the "Company"), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Operating results for the three month period ended March 31, 1999 are not necessarily indicative of the results that may be expected for the year ended December 31, 1999. For further information, refer to the Company's consolidated financial statements and notes thereto for the year ended December 31, 1998 which were included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. All significant intercompany accounts and transactions have been eliminated. Data at and for the year ended December 31, 1998 are derived from the Company's audited consolidated financial statements. In the opinion of management, all adjustments of a normal recurring nature which are necessary for a fair presentation of the results for the interim periods have been made. Note 2 - Station Disposition - ---------------------------- On April 29, 1999 the Company entered into a definitive agreement with CBS Corporation ("CBS") whereby CBS will acquire from the Company substantially all of the assets of KEYE-TV, the CBS affiliate serving Austin, Texas, for $160,000,000 in cash, subject to certain adjustments. Consummation of the transaction is contingent upon approval by the Federal Communications Commission and satisfaction of other customary closing conditions. The sale is expected to be consummated during the fourth quarter of 1999. It is anticipated that the proceeds from the sale will be used to reduce indebtedness, thus providing the Company with the flexibility necessary to improve its capital structure and lower its cost of capital. Note 3 - Stock Option Grants - ---------------------------- In a continuing effort to align the interests of the Company's officers and certain key corporate and station employees with that of its shareholders, the Board of Directors granted certain options to purchase shares of the Company's Common Stock (Nonvoting). The Board of Directors granted 1,110,000 options, exercisable at $10, which vest as follows: (i) half when the closing price of the Company's Common Stock (Nonvoting) averages $15 or more for 10 consecutive business days and (ii) half when the closing price of the Company's Common Stock (Nonvoting) averages $20 or more for 10 consecutive business days. The fair market value of the Company's Common Stock (Nonvoting) on the date of the grant was $6.125. The Board of Directors also granted 1,132,000 options exercisable at $6.875 and 727,000 options exercisable at $6.125. The exercise price was the fair market value of the Company's Common Stock (Nonvoting) on the date of grant and the options vest over four or five years. -5- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain sections of this Form 10-Q contain various forward 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 and its disclosure concerning Year 2000 issues. The Company cautions that these forward-looking statements are further qualified 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. Introduction - ------------ The Company is a group broadcaster that operates ten 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. Comparisons of the Company's consolidated financial statements for the three month period ended March 31, 1999 against prior periods have been affected by the acquisition of KBWB-TV, which occurred on July 20, 1998, the sale of WWMT-TV, which occurred on July 15, 1998, and the sale of WLAJ-TV, which occurred on August 17, 1998. It is anticipated that comparisons of the Company's consolidated financial statements for the year ended December 31, 1999 against prior periods will be affected by the aforementioned transactions. Numbers referred to in the following discussion have been rounded to the nearest thousand. The following table sets forth certain operating data for the three months ended March 31, 1999 and 1998: 1999 1998 ---- ---- Operating income $ 1,318,000 $ 6,961,000 Add: Time brokerage agreement fees --- 150,000 Depreciation and amortization 7,796,000 4,949,000 Corporate expense 1,972,000 2,017,000 Non-cash compensation 264,000 332,000 -------------- ---------------- Broadcast cash flow $ 11,350,000 $ 14,409,000 ============== ================ -6- "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, 1999 and 1998 - ------------------------------------------ Net revenue for the three months ended March 31, 1999 totaled $33,875,000; a decrease of $2,849,000 or 8 percent compared to $36,724,000 for the three months ended March 31, 1998. The decrease was primarily due to the loss of Olympic-related advertising revenue at the Company's CBS affiliated stations and the loss of political advertising in a non-election year. The decrease was also due to the loss of revenue from the disposition of WWMT-TV and WLAJ-TV, offset, in part, by the added revenues from the acquisition of KBWB-TV. Station operating expenses for the three months ended March 31, 1999 totaled $22,525,000; an increase of $210,000 or 1 percent compared to $22,315,000 for the three months ended March 31, 1998. The increase was primarily due to increases in programming and promotion expenses, offset, in part, by a net reduction in expenses due to the disposition of WWMT-TV and WLAJ-TV and the acquisition of KBWB-TV. Depreciation and amortization increased $2,847,000 or 58 percent during the three months ended March 31, 1999 compared to the same period a year earlier primarily due to the amortization of intangible assets acquired in the acquisition of KBWB-TV, offset, in part, by reduced amortization expense resulting from the disposition of WWMT-TV. Net interest expense increased $789,000 or 9 percent during the three months ended March 31, 1999 as compared to the same period a year earlier. The increase was primarily due to higher levels of outstanding indebtedness as a result of the acquisition of KBWB-TV, offset in part, by the results of the Company's strategic plan to reduce its cost of borrowing. During the second quarter of 1998, the Company completed an offering of $175,000,000 of its 8 7/8% Senior Subordinated Debentures, due May 15, 2008. The proceeds of the offering were used to repay all of the then outstanding borrowings under the Company's then existing bank credit agreement and to repurchase $22,960,000 of its 10 3/8% Senior Subordinated Notes, due May 15, 2005 at a repurchase price of 105.75%. During the third quarter of 1998, the Company used lower rate -7- bank borrowings to repurchase an additional $9,500,000 of its 10 3/8% Notes at a repurchase price of 101.50%. During the fourth quarter, the Company used lower rate bank borrowings to repurchase an additional $45,600,000 of various issues of its subordinated debt at discounts ranging from 89% to 95%. Liquidity and Capital Resources - ------------------------------- The Company's bank credit agreement (the "Credit Agreement") provides for revolving credit borrowings of $260,000,000 and permits borrowings of up to an additional $240,000,000 on an uncommitted basis. The Credit Agreement can be used to fund future acquisitions of broadcast stations and for general working capital purposes, subject to certain limitations of the financial covenants thereunder. As of March 23, 1999, the Company amended the Credit Agreement to revise the maximum consolidated total debt to consolidated cash flow ratio covenant contained therein. As of May 14, 1999, the Company had $77,992,000 of borrowings outstanding under the Credit Agreement. On April 29, 1999, the Company entered into a definitive agreement with CBS Corporation ("CBS") whereby CBS will acquire from the Company substantially all of the assets of KEYE-TV, the CBS affiliate serving Austin, Texas, for $160,000,000 in cash, subject to certain adjustments. Consummation of the transaction is contingent upon approval by the Federal Communications Commission and satisfaction of other customary closing conditions. The sale is expected to be consummated during the fourth quarter of 1999. It is anticipated that the proceeds from the sale will be used to reduce indebtedness, thus providing the Company with the flexibility necessary to improve its capital structure and lower its cost of capital. Cash flows provided by operating activities were $4,825,000 during the three months ended March 31, 1999 compared to cash flows provided by operating activities of $10,430,000 during the three months ended March 31, 1998, a decrease of $5,605,000 or 54 percent. The decrease was due to a decrease in broadcast cash flow, increased interest expense and a less significant decrease in net operating assets as compared to the prior period. Cash flows used in investing activities were $1,692,000 during the three months ended March 31, 1999 compared to $898,000 during the three months ended March 31, 1998. The increase was due to increased capital expenditures, which primarily related to the replacement of assets destroyed in a fire at KBJR-TV. Such expenditures at KBJR-TV were offset by insurance proceeds received relating to the fire. The Company expects to receive additional reimbursements from insurance proceeds as additional replacement equipment is purchased. 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 and costs associated with the Year 2000 Issue (identified below). Cash flows used in financing activities were $2,648,000 during the three months ended March 31, 1999 compared to $7,758,000 during the three months ended March 31, 1998. The decrease resulted primarily from a net decrease in repayments of Credit Agreement borrowings. -8- The Company believes that internally generated funds from operations and borrowings under the Credit Agreement 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 acquisitions of television stations would be financed through funds generated from operations and additional debt and equity financings. Year 2000 - --------- The Company is preparing for the impact of the Year 2000 on its business, as well as on the businesses of its customers, suppliers and business partners. The "Year 2000 Issue" is the result of computer programs that were written using two digits rather than four to define the applicable year. Any of the computer programs and/or hardware used by the Company that have date-sensitive software or embedded chips may recognize a date using "00" as the year 1900 rather than the year 2000. The Year 2000 Issue could result in system failure or miscalculations in the operations at the Company's broadcast and corporate locations. The disruption of operations could include, among other things, a temporary inability to originate and transmit broadcast programming and commercials, process financial information or engage in other normal business activity. The Company may also be exposed to risks from third parties with which the Company interacts who fail to adequately address their own Year 2000 Issues. State of Readiness - ------------------ The Company has developed a multiple phase approach to identify and evaluate its state of Year 2000 readiness for both its information technology (IT) and non-IT systems. The first phase was to develop a Company-wide, uniform strategy for addressing the Year 2000 Issue and to assess the Company's current state of Year 2000 readiness. This included an internal review at each location of all IT and non-IT systems for potential Year 2000 Issues. The Company has completed this review and has identified the systems that need to be updated or replaced to ensure Year 2000 compliance. Based on these system evaluations, the Company has determined that it will be required to modify or replace portions of its software and certain hardware so that its systems will properly utilize dates beyond December 31, 1999. The primary systems that are being addressed are the master control automation systems, IBM AS/400, the computer used to process sales, traffic, accounts receivable, accounts payable and the general ledger, and systems with embedded chips, including telephone and security systems. The next phase was to develop uniform test plans and test methodologies. The Company has begun to test and update its systems, and expects that all testing will be completed by August 1999. Although the Company has not yet completed all necessary phases of its Year 2000 program, it believes that it has an effective program in place to resolve its critical internal Year 2000 Issues in a timely manner. -9- Costs to Address the Company's Year 2000 Issues - ----------------------------------------------- The Company will incur capital expenditures and incremental expenses to bring current systems into compliance. Total incremental expenses have not had a material impact on the Company's financial condition to date and are not at present, based on known facts, expected to have a material impact on the Company's financial condition. The Company estimates the total cost of upgrading equipment will be approximately $700,000, of which approximately $160,000 has been incurred through March 31, 1999. All Year 2000 expenditures are made out of each location's operating budget. There are no IT projects that have been delayed due to Year 2000 efforts. Risks of the Company's Year 2000 Issues - --------------------------------------- While the Company believes its efforts will provide reasonable assurance that material disruptions will not occur due to internal Year 2000 failures, the possibility of disruption, especially from third parties, still exists. The Company's operations are vulnerable to system failures experienced by the network program providers, certain satellite services, software and hardware providers, local and long distance telephone providers, power companies, financial services providers and others upon whom the Company relies for supporting services. In an effort to determine its vulnerabilities to third-party Year 2000 failures, the Company currently is requesting Year 2000 compliance data from all of its suppliers and vendors. The Company will use this information in an attempt to identify whether any of these parties has a Year 2000 Issue that may materially impact the Company's operations, liquidity, capital resources or certain other functions. The Company does not, however, control the systems of other companies, and cannot assure that these systems will be timely converted and, if not converted, would not have an adverse effect on the Company's business operations. In the event that the Company and/or its significant vendors or suppliers do not complete their Year 2000 compliance efforts, the Company could experience disruptions in its operations, including a temporary inability to engage in normal broadcast or business activities. Disruptions in the economy generally resulting from Year 2000 Issues also could affect the Company. Contingency Plan - ---------------- The Company is developing a contingency plan to address system failures that are critical to conduct its business. This plan includes, but is not limited to, increases in overtime salaries and/or increases in personnel to operate systems that would ordinarily be operated by a computer. The Company expects to have its contingency plan completed by September 1999. -10- Year 2000 Forward-Looking Statements - ------------------------------------ The foregoing Year 2000 discussion contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934. Such statements, including without limitation, anticipated costs and the dates by which the Company expects to complete certain actions, are based on management's best current estimates, which were derived utilizing numerous assumptions about future events, including the continued availability of certain resources, representations received from third parties and other factors. However, there can be no guarantee that these estimates will be achieved, and actual results could differ materially from those anticipated. Specific factors that might cause such material differences include, but are not limited to, the ability to identify and remediate all relevant IT and non-IT systems, results of Year 2000 testing, adequate resolution of Year 2000 Issues by businesses and other third parties who are service providers, suppliers or customers of the Company, unanticipated system costs, the adequacy of and ability to develop and implement contingency plans and similar uncertainties. The "forward-looking statements" made in the foregoing Year 2000 discussion speak only as of the date on which such statements are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. -11- PART II OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Securities Holders. ----------------------------------------------------- On January 8, 1999, the holders of all of the Company's Voting Common Stock adopted a resolution by written consent in lieu of a special meeting amending the Company's Stock Option Plan (the "Plan") to increase the shares of Common Stock (Nonvoting) subject to options available for grant under the Plan. On February 23, 1999, the holders of all of the Company's Voting Common Stock adopted a resolution by written consent in lieu of a special meeting amending the Plan to increase the shares of Common Stock (Nonvoting) subject to options available for grant under the Plan. ITEM 6. Exhibits and Reports on Form 8-K -------------------------------- a. Exhibits -------- 27. Financial Data Schedule b. Reports on Form 8-K ------------------- None -12- 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, 1999 /s/ W. DON CORNWELL -------------------------------------- (W. Don Cornwell) Chief Executive Officer Date: May 14, 1999 /s/ LAWRENCE I. WILLS -------------------------------------- (Lawrence I. Wills) Vice President, Finance and Controller (Principal Accounting Officer) -13- EX-27 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from Granite Broadcasting Corporation form 10-Q and is qualified in its entirety reference to such financial statements. 3-MOS DEC-31-1999 JAN-01-1999 MAR-31-1999 1,247,007 0 28,828,041 0 0 47,247,368 34,543,967 0 771,259,436 41,359,181 424,804,753 221,832,860 0 119,971 (13,762,160) 771,259,436 33,874,817 33,874,817 0 32,556,993 1,080,453 0 10,101,793 (9,864,422) (3,441,000) 0 0 0 0 (6,423,422) (1.10) (1.10)
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