UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) [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 1-13796 GRAY COMMUNICATIONS SYSTEMS, INC. ----------------------------------------------------------- (Exact name of registrant as specified in its charter) GEORGIA 58-0285030 - ------------------------------------- ---------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 4370 PEACHTREE ROAD, NE, ATLANTA, GEORGIA 30319 ----------------------------------------------------------- (Address of principal executive offices) (Zip code) (404) 504-9828 ----------------------------------------------------------- (Registrant's telephone number, including area code) 126 N. WASHINGTON ST., ALBANY, GEORGIA 31701 ----------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) 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 periods 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 __ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. CLASS A COMMON STOCK, (NO PAR VALUE) CLASS B COMMON STOCK, (NO PAR VALUE) - --------------------------------------- ------------------------------------ 6,832,042 SHARES AS OF MAY 12, 1999 5,132,323 SHARES AS OF MAY 12, 1999
INDEX GRAY COMMUNICATIONS SYSTEMS, INC. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed consolidated balance sheets (unaudited) - March 31, 1999 and December 31, 1998 Condensed consolidated statements of operations (unaudited) - Three months ended March 31, 1999 and 1998; Condensed consolidated statement of stockholders' equity (unaudited) - Three months ended March 31, 1999 Condensed consolidated statements of cash flows (unaudited) - Three months ended March 31, 1999 and 1998 Notes to condensed consolidated financial statements (unaudited) - March 31, 1999 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K SIGNATURES 2
PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS <TABLE> <CAPTION> GRAY COMMUNICATIONS SYSTEMS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) MARCH 31, DECEMBER 31, 1999 1998 ---------------- --------------- CURRENT ASSETS: <S> <C> <C> Cash and cash equivalents $ 2,312,580 $ 1,886,723 Trade accounts receivable, less allowance for doubtful accounts of $1,187,000 and $1,212,000, respectively 21,040,174 22,859,119 Recoverable income taxes 1,752,033 1,725,535 Inventories 1,111,054 1,191,284 Current portion of program broadcast rights 2,223,423 3,226,359 Other current assets 1,063,613 741,007 ----------- ----------- Total current assets 29,502,877 31,630,027 PROPERTY AND EQUIPMENT: Land 2,456,021 2,196,021 Buildings and improvements 13,531,260 12,812,112 Equipment 69,045,300 65,226,835 ----------- ----------- 85,032,581 80,234,968 Allowance for depreciation (31,182,233) (28,463,460) ----------- ----------- 53,850,348 51,771,508 OTHER ASSETS: Deferred loan costs 7,950,304 8,235,432 Goodwill and other intangibles 387,595,791 376,014,972 Other 1,346,897 1,322,483 ----------- ----------- 396,892,992 385,572,887 ----------- ----------- $480,246,217 $468,974,422 ============ ============ </TABLE> SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 3
<TABLE> <CAPTION> GRAY COMMUNICATIONS SYSTEMS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (CONTINUED) MARCH 31, DECEMBER 31, 1999 1998 ---------------- --------------- <S> <C> <C> CURRENT LIABILITIES: Trade accounts payable (includes $80,000 and $880,000 payable to Bull Run Corporation, respectively) $ 1,370,778 $ 2,540,770 Employee compensation and benefits 4,545,098 5,195,777 Accrued expenses 1,840,505 1,903,226 Accrued interest 9,754,956 5,608,134 Current portion of program broadcast obligations 2,083,155 3,070,598 Deferred revenue 3,229,145 2,632,564 Current portion of long-term debt 380,000 430,000 ----------- ----------- Total current liabilities 23,203,637 21,381,069 LONG-TERM DEBT 282,882,368 270,225,255 OTHER LONG-TERM LIABILITIES: Program broadcast obligations, less current portion 572,930 735,594 Supplemental employee benefits 1,076,761 1,128,204 Deferred income taxes 43,565,642 44,147,642 Other acquisition related liabilities 4,406,937 4,653,788 ----------- ----------- 49,622,270 50,665,228 Commitments and contingencies STOCKHOLDERS' EQUITY: Serial Preferred Stock, no par value; authorized 20,000,000 shares; issued and outstanding 1,350 shares, respectively ($13,500,000 aggregate liquidation value) 13,500,000 13,500,000 Class A Common Stock, no par value; authorized 15,000,000 shares; issued 7,961,574 shares, respectively 10,683,709 10,683,709 Class B Common Stock, no par value; authorized 15,000,000 shares; issued 5,273,046 shares, respectively 66,822,986 66,792,385 Retained earnings 43,684,818 45,737,601 ----------- ----------- 134,691,513 136,713,695 Treasury Stock at cost, Class A Common, 1,129,532 shares, respectively (8,578,682) (8,578,682) Treasury Stock at cost, Class B Common, 144,590 and 135,080 shares, respectively (1,574,889) (1,432,143) ----------- ----------- 124,537,942 126,702,870 ----------- ----------- $480,246,217 $468,974,422 ============ ============ </TABLE> SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 4
<TABLE> <CAPTION> GRAY COMMUNICATIONS SYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED MARCH 31, -------------------------------- 1999 1998 --------------- -------------- OPERATING REVENUES <S> <C> <C> Broadcasting (net of agency commissions) $21,168,040 $19,511,064 Publishing 8,022,053 6,537,335 Paging 2,201,977 1,933,466 ------------- ------------- 31,392,070 27,981,865 EXPENSES Broadcasting 12,988,524 12,118,387 Publishing 6,354,622 5,457,505 Paging 1,513,645 1,255,605 Corporate and administrative 746,506 660,480 Depreciation and amortization 5,455,817 3,621,584 ------------- ------------- 27,059,114 23,113,561 ------------- ------------- 4,332,956 4,868,304 Miscellaneous income (expense) 421,748 (241,067) ------------- ------------- 4,754,704 4,627,237 Interest expense 6,770,163 5,927,481 ------------- ------------- LOSS BEFORE INCOME TAXES (2,015,459) (1,300,244) Income tax expense (benefit) (455,000) 182,563 ------------- ------------- NET LOSS (1,560,459) (1,482,807) Preferred Dividends 252,501 358,998 ------------- ------------- NET LOSS AVAILABLE TO COMMON STOCKHOLDERS $ (1,812,960) $ (1,841,805) ============ ============ AVERAGE OUTSTANDING COMMON SHARES: Basic 11,954,590 11,880,642 Diluted 11,954,590 11,880,642 BASIC LOSS PER COMMON SHARE: Net loss available to common stockholders $ (0.15) $ (0.16) ====== ====== DILUTED LOSS PER COMMON SHARE: Net loss available to common stockholders $ (0.15) $ (0.16) ====== ====== </TABLE> SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 5
<TABLE> <CAPTION> GRAY COMMUNICATIONS SYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) Preferred Class A Class B Stock Common Stock Common Stock ----- ------------ ------------ Retained Shares Amount Shares Amount Shares Amount Earnings ------ ------- ------ ------- ------ ------- -------- <S> <C> <C> <C> <C> <C> <C> <C> Balance at December 31, 1998 1,350 $ 13,500,000 7,961,574 $ 10,683,709 5,273,046 $ 66,792,385 $ 45,737,601 Net loss for the three months ended March 31, 1999 (1,560,459) Common stock dividends ($.02 per share) (239,823) Preferred stock dividends (252,501) Issuance of treasury stock: 401 (k) plan 30,601 Purchase of Class B Common Stock ----- ------------ --------- ------------ --------- ------------ ------------ Balance at March 31, 1999 1,350 $ 13,500,000 7,961,574 $ 10,683,709 5,273,046 $ 66,822,986 $ 43,684,818 ===== ============ ========= ============ ========= ============ ============ <CAPTION> Class A Class B Treasury Stock Treasury Stock -------------- -------------- Shares Amount Shares Amount Total ------ ------- ------ ------- ----- <S> <C> <C> <C> <C> <C> Balance at December 31, 1998 (1,129,532) $(8,578,682) (135,080) $ (1,432,143) $ 126,702,870 Net loss for the three months ended March 31, 1999 (1,560,459) Common stock dividends ($.02 per share) (239,823) Preferred stock dividends (252,501) Issuance of treasury stock: 401 (k) plan 10,490 114,258 144,859 Purchase of Class B Common Stock (20,000) (257,004) (257,004) ---------- ----------- -------- ------------ ------------- Balance at March 31, 1999 (1,129,532) $(8,578,682) (144,590) $ (1,574,889) $ 124,537,942 ========== =========== ======== ============ ============= </TABLE> SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 6
<TABLE> <CAPTION> GRAY COMMUNICATIONS SYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED MARCH 31, -------------------------------- 1999 1998 -------------- --------------- OPERATING ACTIVITIES <S> <C> <C> Net loss $ (1,560,459) $ (1,482,807) Items which did not use (provide) cash: Depreciation 2,832,799 1,827,823 Amortization of intangible assets 2,623,018 1,793,761 Amortization of deferred loan costs 285,128 271,174 Amortization of program broadcast rights 1,202,465 940,319 Payments for program broadcast rights (1,190,132) (995,668) Supplemental employee benefits (51,443) (74,851) Common Stock contributed to 401(k) Plan 144,859 83,840 Deferred income taxes (582,000) (102,119) (Gain) loss on disposal of assets (378,097) 260,930 Changes in operating assets and liabilities: Receivables, inventories and other current assets 2,029,673 272,743 Accounts payable and other current liabilities 2,513,733 4,850,232 --------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES 7,869,544 7,645,377 INVESTING ACTIVITIES Purchase of newspaper business (16,520,701) -0- Purchase of FCC license -0- (829,600) Purchases of property and equipment (2,436,979) (2,656,786) Deferred acquisition costs (66,558) (93,972) Payments on purchase liabilities (404,756) (210,640) Other 395,023 (355,839) ---------- ---------- NET CASH USED IN INVESTING ACTIVITIES (19,033,971) (4,146,837) FINANCING ACTIVITIES Dividends paid (759,825) (358,607) Class A Common Stock transactions -0- 46,843 Class B Common Stock transactions (257,004) 166,550 Proceeds from sale of treasury shares -0- 917,938 Proceeds from borrowings of long-term debt 23,700,000 500,000 Payments on long-term debt (11,092,887) (6,087,555) ---------- ---------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 11,590,284 (4,814,831) ---------- ---------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 425,857 (1,316,291) Cash and cash equivalents at beginning of period 1,886,723 2,367,300 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,312,580 $1,051,009 =========== ========== </TABLE> SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 7
GRAY COMMUNICATIONS SYSTEMS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A--BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Gray Communications Systems, Inc. (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. 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 ending December 31, 1999. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. NOTE B--BUSINESS ACQUISITIONS On April 14, 1999, the Company announced that it had entered into agreements to acquire the CBS affiliates KWTX-TV ("KWTX") located in Waco, Texas and KBTX-TV ("KBTX"), a satellite station of KWTX located in Bryan, Texas, each serving the 95th largest television market of Waco-Temple-Bryan, Texas (as ranked by Nielsen Media Research). In addition, the Company has agreed to acquire KXII-TV ("KXII"), which is the CBS affiliate serving Sherman, Texas and Ada, Oklahoma, the 161st largest television market (as ranked by Nielsen Media Research). These transactions are referred to herein as the "Texas Acquisition." Aggregate consideration for the Texas Acquisition will be approximately $139 million before payment for certain net working capital amounts and other fees and expenses. The Company will acquire KWTX and KBTX in merger transactions with the KWTX and KBTX shareholders receiving a combination of cash and the Company's Class B Common Stock for their shares. The Company will acquire KXII in an all cash transaction. The Texas Acquisition is subject to a number of conditions, including the approval by the shareholders of the Company. In addition, the Texas Acquisition is subject to certain government approvals, including the approval of the Federal Communications Commission. NOTE C--LONG-TERM DEBT The Company's bank loan agreement (the "Senior Credit Facility") provides $200.0 million of committed credit and $100.0 million of uncommitted credit. The Company can borrow the $100.0 million in uncommitted available credit only after approval of the bank consortium. At March 31, 1999, the balance outstanding and the balance available under the $200.0 million committed portion of the Senior Credit Facility were $122.2 million and $77.8 million, respectively, and the interest rate on the balance outstanding was 6.91%. At March 31, 1999, the bank consortium had not committed nor had the Company borrowed any funds under the uncommitted $100.0 million portion of the Senior Credit Facility. NOTE D--INFORMATION ON BUSINESS SEGMENTS The Company operates in three business segments: broadcasting, publishing and paging. The broadcasting segment operates ten television stations located in the southeastern and midwestern United States at March 31, 1999. The publishing segment operates four daily newspapers in three different markets, and an area weekly advertising only publication in Georgia. The paging operations are located in Florida, Georgia, and Alabama. The following tables present certain financial information concerning the Company's three operating segments: <TABLE> <CAPTION> THREE MONTHS ENDED MARCH 31, -------------------------------------- 1999 1998 ----------------- ---------------- (IN THOUSANDS) Operating revenues: <S> <C> <C> Broadcasting $ 21,168 $ 19,511 Publishing 8,022 6,537 Paging 2,202 1,934 ------------ ----------- $ 31,392 $ 27,982 ========== ========= </TABLE> 8
GRAY COMMUNICATIONS SYSTEMS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONTINUED) NOTE D--INFORMATION ON BUSINESS SEGMENTS (CONTINUED) <TABLE> <CAPTION> THREE MONTHS ENDED MARCH 31, -------------------------------------- 1999 1998 ----------------- ---------------- (IN THOUSANDS) Operating income: <S> <C> <C> Broadcasting $ 3,120 $ 3,862 Publishing 1,032 785 Paging 181 221 ---------- ----------- Total operating income 4,333 4,868 Miscellaneous income and (expense), net 422 (241) Interest expense (6,770) (5,927) ---------- ---------- Loss before income taxes $ (2,015) $ (1,300) ========== ========== Operating income is total operating revenue less operating expenses, excluding miscellaneous income and expense (net) and interest. Corporate and administrative expenses are allocated to operating income based on net segment revenues. THREE MONTHS ENDED MARCH 31, -------------------------------------- 1999 1998 ----------------- ---------------- (IN THOUSANDS) Media Cash Flow: Broadcasting $ 8,297 $ 7,428 Publishing 1,690 1,097 Paging 699 687 ----------- ----------- $ 10,686 $ 9,212 ========= ========== Media Cash Flow reconciliation: Operating income $ 4,333 $ 4,868 Add: Amortization of program license rights 1,202 940 Depreciation and amortization 5,456 3,622 Corporate overhead 747 661 Non-cash compensation and contributions to the Company's 401(k) plan, paid in common stock 138 117 Less: Payments for program license liabilities (1,190) (996) ----------- ----------- Media Cash Flow $ 10,686 $ 9,212 =========== ========== </TABLE> "Media Cash Flow" is defined as operating income, plus depreciation and amortization (including amortization of program license rights), non-cash compensation and corporate overhead, less payments for program license liabilities. The Company has included Media Cash Flow data because such data are commonly used as a measure of performance for media companies and are also used by investors to measure a company's ability to service debt. Media 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 Company's unaudited Condensed Consolidated Financial Statements. Media Cash Flow 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. 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS INTRODUCTION The following analysis of the financial condition and results of operations of Gray Communications Systems, Inc. (the "Company") should be read in conjunction with the Company's unaudited Condensed Consolidated Financial Statements and notes thereto included elsewhere herein. On March 1, 1999, the Company acquired substantially all of the assets of THE GOSHEN NEWS (the "Goshen Acquisition") for aggregate cash consideration of approximately $16.7 million. THE GOSHEN NEWS is a 17,000 circulation afternoon newspaper serving Goshen, Indiana and surrounding areas. The Company financed the acquisition through its bank loan agreement (the "Senior Credit Facility"). On July 31, 1998, the Company completed the purchase of all of the outstanding capital stock of Busse Broadcasting Corporation ("Busse"). The purchase price of approximately $120.5 million included associated transaction costs of $2.9 million and Busse's cash and cash equivalents of $5.6 million. Immediately prior to the Company's acquisition of Busse, Cosmos Broadcasting Corporation acquired the assets of WEAU-TV ("WEAU") from Busse and exchanged them for the assets of WALB-TV, Inc. ("WALB"), the Company's NBC affiliate in Albany, Georgia. In exchange for the assets of WALB, the Company received the assets of WEAU, which were valued at $66.0 million, and approximately $12.0 million in cash for a total value of $78.0 million. The Company recognized a pre-tax gain of approximately $70.6 million and estimated deferred income taxes of approximately $27.5 million in connection with the exchange of WALB. As a result of these transactions, the Company added the following television stations to its existing broadcasting group: KOLN-TV("KOLN"), the CBS affiliate serving the Lincoln-Hastings-Kearney, Nebraska market; its satellite station KGIN-TV ("KGIN"), the CBS affiliate serving Grand Island, Nebraska; and WEAU, an NBC affiliate serving the La Crosse-Eau Claire, Wisconsin market. These transactions also satisfied the Federal Communication Commission's (the "FCC") requirement for the Company to divest itself of WALB. The Company derives its revenues from its television broadcasting, publishing and paging operations. The operating revenues of the Company's television stations are derived primarily from broadcast advertising revenues and, to a much lesser extent, from compensation paid by the networks to the stations for broadcasting network programming. The operating revenues of the Company's publishing operations are derived from retail advertising, circulation and classified revenue. Paging revenue is derived primarily from the sale and leasing of pagers and paging services. 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) RESULTS OF OPERATIONS (CONTINUED) INTRODUCTION (CONTINUED) Set forth below, for the periods indicated, is certain information concerning the relative contributions of the Company's television broadcasting, publishing and paging operations. <TABLE> <CAPTION> THREE MONTHS ENDED MARCH 31, ----------------------------------------------------------------------- 1999 1998 ---------------------------------- --------------------------------- PERCENT OF PERCENT OF AMOUNT TOTAL AMOUNT TOTAL ---------------- -------------- ---------------- ------------- (DOLLARS IN THOUSANDS) TELEVISION BROADCASTING <S> <C> <C> <C> <C> Revenues $21,168 67.4% $19,511 69.7% Operating income (1) 3,637 71.3 4,336 78.2 PUBLISHING Revenues $ 8,022 25.6% $ 6,537 23.4% Operating income (1) 1,228 24.1 944 17.0 PAGING Revenues $ 2,202 7.0% $ 1,934 6.9% Operating income (1) 235 4.6 268 4.8 </TABLE> (1) Represents income before miscellaneous income (expense), allocation of corporate overhead, interest expense and income taxes. In the Company's broadcasting operations, broadcast advertising is sold for placement either preceding or following a television station's network programming and within local and syndicated programming. Broadcast advertising is sold in time increments and is priced primarily on the basis of a program's popularity among the specific audience an advertiser desires to reach, as measured by Nielsen Media Research. In addition, broadcast advertising rates are affected by the number of advertisers competing for the available time, the size and demographic makeup of the market served by the station and the availability of alternative advertising media in the market area. Broadcast advertising rates are the highest during the most desirable viewing hours, with corresponding reductions during other hours. The ratings of a local station affiliated with a major network can be affected by ratings of network programming. Most broadcast advertising contracts are short-term, and generally run only for a few weeks. Approximately 59.0% of the gross revenues of the Company's television stations for the three months ended March 31, 1999 were generated from local advertising, which is sold primarily by a station's sales staff directly to local accounts, and the remainder represented primarily national advertising, which is sold by a station's national advertising sales representative. The stations generally pay commissions to advertising agencies on local, regional and national advertising. The stations also pay commissions to the national sales representative on national advertising. Broadcast advertising revenues are generally highest in the second and fourth quarters each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to and including the holiday season. In addition, broadcast advertising revenues are generally higher during even numbered election years due to spending by political candidates and other political advocacy groups, which spending typically is heaviest during the fourth quarter. The Company's publishing operations' advertising contracts are generally entered into annually and provide for a commitment as to the volume of advertising to be purchased by an advertiser during the year. The publishing operations' advertising revenues are primarily generated from local advertising. As with the broadcasting operations, the publishing operations' revenues are generally highest in the second and fourth quarters of each year. 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) RESULTS OF OPERATIONS (CONTINUED) INTRODUCTION (CONTINUED) The Company's paging subscribers either own pagers, thereby paying solely for the use of the Company's paging services, or lease pagers, thereby paying a periodic charge for both the pagers and the paging services. Of the Company's pagers currently in service, approximately 75% are owned and maintained by subscribers with the remainder being leased. The terms of the lease contracts are month-to-month, three months, nine months or twelve months in duration. Paging revenues are generally equally distributed throughout the year. The broadcasting operations' primary operating expenses are employee compensation, related benefits and programming costs. The publishing operations' primary operating expenses are employee compensation, related benefits and newsprint costs. The paging operations' primary operating expenses are employee compensation and telephone and other communications costs. In addition, the broadcasting, publishing and paging operations incur overhead expenses, such as maintenance, supplies, insurance, rent and utilities. A large portion of the operating expenses of the broadcasting, publishing and paging operations is fixed, although the Company has experienced variability in its newsprint costs in recent years. MEDIA CASH FLOW The following table sets forth certain operating data for the broadcasting, publishing and paging operations for the three months ended March 31, 1999 and 1998: <TABLE> <CAPTION> THREE MONTHS ENDED MARCH 31, -------------------------------------- 1999 1998 ----------------- ---------------- (IN THOUSANDS) <S> <C> <C> Operating income $ 4,333 $ 4,868 Add: Amortization of program license rights 1,202 940 Depreciation and amortization 5,456 3,622 Corporate overhead 747 661 Non-cash compensation and contributions to the Company's 401(k) plan, paid in common stock 138 117 Less: Payments for program license liabilities (1,190) (996) ----------- ---------- Media Cash Flow (1) $ 10,686 $ 9,212 =========== ========== </TABLE> (1) Of Media Cash Flow for the three months ended March 31, 1999 and 1998, $8.3 million and $7.4 million, respectively, was attributable to the Company's broadcasting operations; $1.7 million and $1.1 million, respectively, was attributable to the Company's publishing operations; and $699,000 and $687,000, respectively, was attributable to the Company's paging operations "Media Cash Flow" is defined as operating income, plus depreciation and amortization (including amortization of program license rights), non-cash compensation and corporate overhead, less payments for program license liabilities. The Company has included Media Cash Flow data because such data are commonly used as a measure of performance for media companies and are also used by investors to measure a company's ability to service debt. Media 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 Company's unaudited Condensed Consolidated Financial Statements. Media Cash Flow 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. 12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) RESULTS OF OPERATIONS (CONTINUED) CASH FLOW PROVIDED BY (USED IN) OPERATING, INVESTING AND FINANCING ACTIVITIES The following table sets forth certain cash flow data for the Company for the three months ended March 31, 1999 and 1998. <TABLE> <CAPTION> THREE MONTHS ENDED MARCH 31, -------------------------------------- 1999 1998 ----------------- ---------------- (IN THOUSANDS) Cash flows provided by (used in) <S> <C> <C> Operating activities $ 7,870 $ 7,645 Investing activities (19,034) (4,147) Financing activities 11,590 (4,815) </TABLE> BROADCASTING, PUBLISHING AND PAGING REVENUES Set forth below are the principal types of broadcasting, publishing and paging revenues earned by the Company's broadcasting, publishing and paging operations for the periods indicated and the percentage contribution of each to the Company's total revenues: <TABLE> <CAPTION> THREE MONTHS ENDED MARCH 31, ---------------------------------------------------------------------- 1999 1998 ------------------------------ ------------------------------------ PERCENT OF PERCENT OF AMOUNT TOTAL AMOUNT TOTAL ------------- ------------- ------------------- -------------- (DOLLARS IN THOUSANDS) BROADCASTING NET REVENUES: <S> <C> <C> <C> <C> Local $12,524 39.9% $10,898 38.9% National 5,503 17.5 5,570 19.9 Network compensation 1,396 4.4 1,215 4.3 Political 49 0.2 193 0.7 Production and other 1,696 5.4 1,635 5.9 ------- ------- ------- ------- $21,168 67.4% $19,511 69.7% ======= ======= ======= ======= PUBLISHING NET REVENUES: Retail $ 3,682 11.7% $ 2,977 10.6% Classified 2,554 8.1 2,085 7.5 Circulation 1,502 4.8 1,279 4.6 Other 284 1.0 196 0.7 ------- ------- ------- ------- $ 8,022 25.6% $ 6,537 23.4% ======= ======= ======= ======= PAGING NET REVENUES: Paging lease, sales and service $ 2,202 7.0% $ 1,934 6.9% ======= ======= ======= ======= TOTAL $31,392 100.0% $27,982 100.0% ======= ======= ======= ======= </TABLE> 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998 REVENUES. Total revenues for the three months ended March 31, 1999 increased $3.4 million, or 12.2%, over the same period of the prior year, to $31.4 million from $28.0 million. This increase was primarily attributable to the (i) revenues resulting from the acquisition of KOLN, KGIN and WEAU (the "Busse Stations") which were purchased on July 31, 1998, (ii) increased publishing revenues and (iii) increased paging revenues, offset by a decrease in revenues due to the disposition on July 31, 1998 of WALB. Broadcasting revenues increased $1.7 million, or 8.5%, over the same period of the prior year, to $21.2 million from $19.5 million. The acquisition of the Busse Stations accounted for an increase of $4.5 million. This increase was partially offset by a decrease in revenues of $2.4 million resulting from the sale of WALB and by a decrease in political advertising revenue. On a pro forma basis, assuming the acquisition of the Busse Stations had been effective on January 1, 1998, broadcasting revenues for the Busse Stations for the three months ended March 31, 1999 decreased $191,000, or 4.0%, when compared to the same period of the prior year to $4.5 million from $4.7 million. Broadcasting revenues, excluding the results of the Busse Stations and WALB, decreased $456,000, or 2.7%, over the same period of the prior year, to $16.6 million from $17.1 million. This decrease was due primarily to a decrease in national advertising revenue and political advertising revenue of $520,000 and $188,000, respectively, partially offset by an increase in local advertising revenue of $231,000. This decrease in nonpolitical advertising revenue was due primarily to an absence of Olympic advertising revenue during the first quarter of 1999. Publishing revenues increased $1.5 million, or 22.7%, over the same period of the prior year, to $8.0 million from $6.5 million. The increase in publishing revenues was due primarily to increased revenues from the Company's existing publishing operations and from the revenues provided by THE GOSHEN NEWS which was acquired on March 1, 1999. Revenues from the Company's existing publishing operations increased $953,000, or 14.6%, over the same period of the prior year, to $7.5 million from $6.5 million. The primary components of the $953,000 increase in revenues from existing operations were increases in retail advertising, classified advertising and circulation revenue of $464,000, $353,000 and $121,000, respectively. THE GOSHEN NEWS provided revenues of $533,000 from the date of its purchase through March 31, 1999. Paging revenues increased $268,000, or 13.9%, over the same period of the prior year, to $2.2 million from $1.9 million. The increase was attributable primarily to an increase in the number of pagers in service. The Company had approximately 87,000 pagers and 73,000 pagers in service at March 31, 1999 and 1998, respectively. OPERATING EXPENSES. Operating expenses for the three months ended March 31, 1999 increased $3.9 million, or 17.1%, over the same period of the prior year, to $27.1 million from $23.1 million, due primarily to increased broadcasting expenses, publishing expenses, paging expenses, depreciation expense and amortization expense. Broadcasting expenses increased $870,000, or 7.2%, over the three months ended March 31, 1999, to $13.0 million from $12.1 million. The acquisition of the Busse Stations accounted for an increase of $2.3 million. This increase was partially offset by a decrease in expenses of $1.1 million resulting from the sale of WALB. On a pro forma basis, assuming the acquisition of the Busse Stations had been effective on January 1, 1998, broadcasting expenses of $2.3 million for the Busse Stations for the three months ended March 31, 1999 were consistent with those of the prior year. Broadcasting expenses, excluding the results of the Busse Stations and WALB, decreased $340,000, or 3.1%, to $10.7 million from $11.1 million. This decrease was due primarily to decreases in payroll and other expenses of $294,000 and $165,000, respectively, partially offset by an increase in syndicated film costs of $119,000. Publishing expenses for the three months ended March 31, 1999 increased $897,000, or 16.4%, from the same period of the prior year, to $6.4 million from $5.5 million. The increase in publishing expenses was due primarily to increased expenses from the Company's existing publishing operations and from the expenses of THE GOSHEN NEWS. Expenses from the Company's existing publishing operations increased $551,000, or 10.1%, over the same period of the prior year, to $6.0 million from $5.5 million. The increase in expenses at the Company's existing publishing operations was due primarily to payroll and transportation costs associated with increased circulation at 14
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998 (CONTINUED) one of the Company's daily newspapers. THE GOSHEN NEWS recorded expenses of $346,000 for the three months ended March 31, 1999. Paging expenses increased $258,000 or 20.5%, over the same period of the prior year, to $1.5 million from $1.3 million. The increase was attributable primarily to an increase in the number of pagers in service. Corporate and administrative expenses increased $87,000, or 13.2%, to $747,000 for the three months ended March 31, 1999 from $660,000 for the three months ended March 31, 1998. The increase was due primarily to increased payroll expense and other operating expenses. Depreciation of property and equipment and amortization of intangible assets was $5.5 million for the three months ended March 31, 1999, as compared to $3.6 million for the same period of the prior year, an increase of $1.8 million, or 50.7%. This increase was primarily the result of higher depreciation and amortization costs related to the acquisition of the Busse Stations and THE GOSHEN NEWS. MISCELLANEOUS INCOME (EXPENSE). Miscellaneous income for the three months ended March 31, 1999 was $422,000 and miscellaneous expense for the three months ended March 31, 1998 was $241,000. The change in miscellaneous income (expense) of $663,000 was due primarily to the gain of $450,000 recognized upon the sale of one of the Company's weekly advertising publications in February 1999. INTEREST EXPENSE. Interest expense increased $843,000, or 14.2%, to $6.8 million for the three months ended March 31, 1999 from $5.9 million for the three months ended March 31, 1998. This increase was attributable primarily to increased levels of debt resulting from the financing of the acquisitions of the Busse Stations and THE GOSHEN NEWS. INCOME TAX EXPENSE (BENEFIT). Income tax benefit for the three months ended March 31, 1999 was $455,000 and income tax expense for the three months ended March 31, 1998 was $183,000. The decrease in income tax expense of $638,000 was due primarily to the utilization of benefits from available net operating loss carrybacks in 1999 that were not available to the Company in 1998. NET LOSS AVAILABLE TO COMMON STOCKHOLDERS. Net loss available to common stockholders of the Company was $1.8 million for the three months ended March 31, 1999 and 1998, respectively. LIQUIDITY AND CAPITAL RESOURCES The Senior Credit Facility provides $200.0 million of committed credit and $100.0 million of uncommitted credit. The Company can borrow the $100.0 million in uncommitted available credit only after approval of the bank consortium. At March 31, 1999, the balance outstanding and the balance available under the $200.0 million portion of the Senior Credit Facility were $122.2 million and $77.8 million, respectively, and the interest rate on the balance outstanding was 6.91%. At March 31, 1999, the bank consortium had not committed nor had the Company borrowed any funds under the uncommitted $100.0 million portion of the Senior Credit Facility. The Company's working capital was $6.3 million and $10.2 million at March 31, 1999 and December 31, 1998, respectively. The Company's cash provided from operations was $7.9 million and $7.6 million for the three months ended March 31, 1999 and 1998, respectively. The Company's cash used in investing activities was $19.0 million and $4.1 million for the three months ended March 31, 1999 and 1998, respectively. The increased usage of $14.9 million from 1998 to 1999 was primarily due to the Goshen Acquisition. The Company's cash provided by financing activities was $11.6 million for the three months ended March 31, 1999 and the cash used in financing activities was $4.8 million for the first quarter of the prior year. The increase 15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) LIQUIDITY AND CAPITAL RESOURCES (CONTINUED) in cash provided by financing activities resulted primarily from increased borrowings on long term debt to fund the Goshen Acquisition. During the three months ended March 31, 1999, the Company issued 10,490 shares of Class B Common Stock from treasury to fulfill obligations under its employee benefit plan. The Company also purchased 20,000 shares of Class B Common Stock for $257,004 during the three months ended March 31, 1999. The Company regularly enters into program contracts for the right to broadcast television programs produced by others and program commitments for the right to broadcast programs in the future. Such programming commitments are generally made to replace expiring or canceled program rights. Payments under such contracts are made in cash or the concession of advertising spots for the program provider to resell, or a combination of both. During the three months ended March 31, 1999, the Company paid $1.2 million for such program broadcast rights. The Company and its subsidiaries file a consolidated federal income tax return and such state or local tax returns as are required. As of March 31, 1999, the Company anticipates that it will generate taxable operating losses for the foreseeable future. On March 1, 1999, the Company acquired substantially all of the assets of THE GOSHEN NEWS for aggregate cash consideration of approximately $16.7 million. THE GOSHEN NEWS is a 17,000 circulation afternoon newspaper serving Goshen, Indiana and surrounding areas. The Company financed the acquisition through its Senior Credit Facility. On April 14, 1999, the Company announced that it had entered into agreements to acquire the CBS affiliates KWTX-TV ("KWTX") located in Waco, Texas and KBTX-TV ("KBTX"), a satellite station of KWTX located in Bryan, Texas, each serving the 95th largest television market of Waco-Temple-Bryan, Texas (as ranked by Nielsen Media Research). In addition, the Company has agreed to acquire KXII-TV ("KXII"), which is the CBS affiliate serving Sherman, Texas and Ada, Oklahoma, the 161st largest television market (as ranked by Nielsen Media Research). These transactions are referred to herein as the "Texas Acquisition." Aggregate consideration for the Texas Acquisition will be approximately $139 million before payment for certain net working capital amounts and other fees and expenses. The aggregate consideration for KWTX and KBTX will be $97.5 million before consideration for certain net working capital amounts. The amount of consideration paid in shares of the Company's Class B Common Stock will not be less than 40% of the aggregate consideration for KWTX and KBTX. The Company will acquire substantially all of the assets of KXII for $41.5 million in cash plus cash payments for certain accounts receivable. The Company currently plans to finance the cash portion of the Texas Acquisition through borrowings under its Senior Credit Facility or issuance of senior debt. The Company currently plans to request its lenders to commit to the Company all or a portion of the $100.0 million of uncommitted credit to facilitate the additional borrowings under the Senior Credit Facility. On January 28, 1999, Bull Run Corporation ("Bull Run"), a principal shareholder of the Company, acquired 301,119 shares of the outstanding common stock of Sarkes Tarzian, Inc. ("Tarzian") from the Estate of Mary Tarzian (the "Estate") for $10.0 million. The acquired shares (the "Tarzian Shares") represent 33.5% of the total outstanding common stock of Tarzian (both in terms of the number of shares of common stock outstanding and in terms of voting rights), but such investment represents 73% of the equity of Tarzian for purposes of dividends as well as distributions in the event of any liquidation, dissolution or other termination of Tarzian. Tarzian has filed a complaint in the United States District Court for the Southern District of Indiana, claiming that it had a binding contract with the Estate to purchase the Tarzian Shares from the Estate prior to Bull Run's purchase of the shares, and requests judgment providing that the Estate be required to sell the Tarzian Shares to Tarzian. Bull Run has granted an option to the Company to purchase the Tarzian Shares. Tarzian owns and operates two television stations and four radio stations: WRCB-TV Channel 3 in Chattanooga, Tennessee, an NBC affiliate; KTVN-TV Channel 2 in Reno, Nevada, a CBS affiliate; WGCL-AM and WTTS-FM in Bloomington, Indiana; and WAJI-FM 16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) LIQUIDITY AND CAPITAL RESOURCES (CONTINUED) and WLDE-FM in Fort Wayne, Indiana. The Chattanooga and Reno markets rank as the 87th and the 108th largest television markets in the United States, respectively, as ranked by Nielsen Media Research. The Company has an option agreement with Bull Run, whereby the Company has the option to acquire the Tarzian Shares from Bull Run for an amount equal to Bull Run's purchase price for the Tarzian Shares and related costs. The option agreement currently expires on May 31, 1999. However, the Company may extend the option period in increments of thirty days through December 31, 2001 and each thirty day extension would require a payment of $66,700 to Bull Run. In connection with the option agreement, the Company granted to Bull Run warrants to purchase up to 100,000 shares of the Company's Class B Common Stock at $13.625 per share. The warrants vest immediately upon the Company's exercise of its option to purchase the Tarzian Shares. Neither Bull Run's investment nor the Company's potential investment is presently attributable under the ownership rules of the FCC. If the Company exercises the option agreement, the Company plans to fund the acquisition through its Senior Credit Facility. Management believes that current cash balances, cash flows from operations and the borrowings under its Senior Credit Facility will be adequate to provide for the Company's capital expenditures, debt service, cash dividends and working capital requirements for the forseeable future. Management does not believe that inflation in past years has had a significant impact on the Company's results of operations nor is inflation expected to have a significant effect upon the Company's business in the near future. IMPACT OF YEAR 2000 The problems created by systems that are unable to interpret dates accurately after December 31, 1999 is referred to as the "Year 2000 Issue." Many software programs have historically categorized the "year" in a two-digit format rather than a four-digit format. As a result, those computer programs that have time-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. The Year 2000 Issue creates potential risks for the Company, including potential problems in the Company's Information Technology ("IT") and non-IT systems. The Year 2000 Issue could cause a system failure, miscalculations or disruptions of operations, including, among other things, a temporary inability to process transactions, send invoices, or engage in similar normal business activities. The Company may also be exposed to risks from third parties who fail to adequately address their own Year 2000 Issue. The Company has implemented a multiphase program designed to address the Year 2000 Issue. Each phase of this program and its state of completion is described below: ASSESSMENT: This phase of the program includes the identification of the Company's IT and non-IT systems. After these systems have been identified, they are evaluated to determine whether they will correctly recognize dates after December 31, 1999 ("Year 2000 Compliant"). If it is determined that they are not Year 2000 Compliant, they are replaced or modified in the REMEDIATION phase of the program. The majority of the Company's systems are non-proprietary. The Company is in the process of obtaining from each system vendor a written or oral representation as to each significant system's status of compliance. The Company has commenced an ongoing process of contacting suppliers and other key third parties to assess their Year 2000 Compliance status. It appears that all of these third parties are currently Year 2000 Compliant or they plan to be Year 2000 Compliant prior to December 31, 1999. This phase is substantially complete and the Company has identified the majority of the systems that need to be replaced. REMEDIATION: For those systems which are not Year 2000 Compliant, a plan is derived to make the systems Year 2000 Compliant. These solutions have included modification or replacement of existing systems. The REMEDIATION phase is approximately 60% complete. 17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) IMPACT OF YEAR 2000 (CONTINUED) TESTING: Test remediated systems to assure normal function when placed in their original operating environment and further test for Year 2000 Compliance. The TESTING phase of the program is approximately 33% complete and the Company anticipates that it will be completed by September 30, 1999. CONTINGENCY: As a result of the Company's Year 2000 Compliance program, the Company does not believe that it has significant risk resulting from this issue. However, the Company is in the process of developing contingency plans for the possibility that one of its systems or one of a third party's systems may not be Year 2000 Compliant. The Company believes that the most reasonable likely worst case scenario is a temporary loss of functionality at one or more of the Company's operating units. In the unlikely event that this were to occur, the Company would experience decreased revenue and slightly higher operating costs at the affected location. However, due to the decentralized nature of the Company's operations, it is not likely that all locations would be affected by a single non-functioning system. The Company does not presently believe that the estimated total Year 2000 project cost will exceed $750,000. Most of this cost will be realized over the estimated useful lives of the new hardware and software; however, any third party consulting fees would be expensed in the period the services are rendered. To date, the Company has identified several minor systems that are not Year 2000 Compliant and these systems are in the process of being replaced. However, the Company has not incurred significant expenses associated with the Year 2000 Issue. As of March 31, 1999, no IT projects have been deferred due to the Company's efforts related to the Year 2000 Issue. The costs of the project and the date on which the Company believes it will complete the Year 2000 modifications are based on management's best estimates, which were derived utilizing numerous assumptions of future events, including the continued availability of certain resources 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 availability and cost of personnel trained in this area, the ability to locate and correct all relevant computer codes, and similar uncertainties. CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT This quarterly report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this report, the words "believes," "expects," "anticipates," "estimates" and similar words and expressions are generally intended to identify forward-looking statements. Statements that describe the Company's future strategic plans, goals, or objectives are also forward-looking statements. Readers of this report are cautioned that any forward-looking statements, including those regarding the intent, belief or current expectations of the Company or management, are not guarantees of future performance, results or events and involve risks and uncertainties, and that actual results and events may differ materially from those in the forward-looking statements as a result of various factors including, but not limited to, (i) general economic conditions in the markets in which the Company operates, (ii) competitive pressures in the markets in which the Company operates, (iii) the effect of future legislation or regulatory changes on the Company's operations and (iv) other factors described from time to time in the Company's filings with the Securities and Exchange Commission. The forward-looking statements included in this report are made only as of the date hereof. The Company undertakes no obligation to update such forward-looking statements to reflect subsequent events or circumstances. 18
PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K <TABLE> <CAPTION> (a) Exhibits <S> <C> 10.1 - Agreement and Plan of Merger by and among Gray Communications Systems, Inc., Gray Communications of Texas, Inc. and KWTX Broadcasting Company dated as of April 13, 1999 10.2 - Agreement and Plan of Merger by and among Gray Communications Systems, Inc., Gray Communications of Texas, Inc. and Brazos Broadcasting Company dated as of April 13, 1999 10.3 - Asset Purchase Agreement by and among Gray Communications Systems, Inc., Gray Communications of Texas-Sherman, Inc., KXII Licensee Corp., KXII Television, Ltd., K-Twelve, Ltd., KBI 1, Inc., KBI 2 Inc., KXII Properties, Inc. and the Shareholders of KXII Properties, Inc. dated as of April 26, 1999 27 - Financial Data Schedule (b) Reports on Form 8-K None </TABLE> 19
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, thereunto duly authorized. GRAY COMMUNICATIONS SYSTEMS, INC. (Registrant) Date: May 12, 1999 By: /s/ James C. Ryan - ------------------ -------------------------- James C. Ryan, Vice President - Finance & Chief Financial Officer 20