GRAY TELEVISION INC - Quarter Report: 2016 September (Form 10-Q)

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		September 30,				December 31,
		2016				2015
Assets:
Current assets:
Cash		$	230,398				97,318
Accounts receivable, less allowance for doubtful accounts of $2,963 and $1,794, respectively			149,864				121,473
Current portion of program broadcast rights, net			18,309				10,511
Deferred tax asset			49,191				49,690
Prepaid and other current assets			19,828				6,462
Total current assets			467,590				285,454
Property and equipment, net			328,629				234,475
Broadcast licenses			1,340,305				1,114,626
Goodwill			485,605				423,236
Other intangible assets, net			60,481				53,280
Investments in broadcasting and technology companies			16,599				13,599
Other			21,997				3,038
Total assets		$	2,721,206			$	2,127,708

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		September 30,				December 31,
		2016				2015
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable		$	5,467			$	4,532
Employee compensation and benefits			25,223				28,983
Accrued interest			13,557				12,717
Accrued network programming fees			12,295				11,945
Other accrued expenses			9,270				14,370
Federal and state income taxes			1,490				771
Current portion of program broadcast obligations			18,599				10,785
Deferred revenue			11,730				3,514
Total current liabilities			97,631				87,617
Long-term debt, less current portion			1,755,725				1,220,084
Program broadcast obligations, less current portion			5,172				2,171
Deferred income taxes			369,881				351,546
Accrued pension costs			33,419				36,337
Other			1,270				679
Total liabilities			2,263,098				1,698,434
Commitments and contingencies (Note 7)
Stockholders’ equity:
Common stock, no par value; authorized 100,000,000 shares, issued 71,228,691 shares and 70,989,426 shares, respectively			657,470				655,446
Class A common stock, no par value; authorized 15,000,000 shares, issued 8,073,993 shares and 7,855,381 shares, respectively			21,149				19,325
Accumulated deficit			(137,199	)			(163,638	)
Accumulated other comprehensive loss, net of income tax benefit			(17,284	)			(17,284	)
			524,136				493,849
Treasury stock at cost, common stock, 4,943,223 shares and 4,882,705 shares, respectively			(42,688	)			(41,890	)
Treasury stock at cost, Class A common stock, 1,669,131 shares and 1,611,371 shares, respectively			(23,340	)			(22,685	)
Total stockholders’ equity			458,108				429,274
Total liabilities and stockholders’ equity		$	2,721,206			$	2,127,708

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		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2016				2015				2016				2015
Revenue (less agency commissions)		$	204,490			$	151,102			$	574,846			$	427,869
Operating expenses before depreciation, amortization and loss (gain) on disposal of assets, net:
Broadcast			120,717				98,921				346,620				272,213
Corporate and administrative			7,223				10,022				31,425				23,313
Depreciation			11,494				9,354				34,237				26,906
Amortization of intangible assets			4,235				3,213				12,365				8,715
Loss (gain) on disposal of assets, net			354				248				(66	)			562
Operating expenses			144,023				121,758				424,581				331,709
Operating income			60,467				29,344				150,265				96,160
Other income (expense):
Miscellaneous income, net			30				28				740				102
Interest expense			(27,926	)			(18,645	)			(73,470	)			(55,762	)
Loss from early extinguishment of debt			(31,987	)			-				(31,987	)			-
Income before income taxes			584				10,727				45,548				40,500
Income tax expense			797				4,118				19,109				16,186
Net (loss) income		$	(213	)		$	6,609			$	26,439			$	24,314
Basic per share information:
Net (loss) income		$	-			$	0.09			$	0.37			$	0.36
Weighted-average shares outstanding			71,879				71,638				71,850				67,215
Diluted per share information:
Net (loss) income		$	-			$	0.09			$	0.36			$	0.36
Weighted-average shares outstanding			71,879				72,341				72,723				67,824
Dividends declared per common share		$	-			$	-			$	-			$	-

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																																						Accumulated
		Class A																				Class A								Common								Other
		Common Stock								Common Stock								Accumulated				Treasury Stock								Treasury Stock								Comprehensive
		Shares				Amount				Shares				Amount				Deficit				Shares				Amount				Shares				Amount				Loss				Total
Balance at December 31, 2015			7,855,381			$	19,325				70,989,426			$	655,446			$	(163,638	)			(1,611,371	)		$	(22,685	)			(4,882,705	)		$	(41,890	)		$	(17,284	)		$	429,274
Net income			-				-				-				-				26,439				-				-				-				-				-				26,439
Adjustment to pension liability, net of income tax			-				-				-				-				-				-				-				-				-				-				-
Issuance of common stock:
401(k) plan			-				-				1,765				21				-				-				-				-				-				-				21
2007 Long Term Incentive Plan - restricted stock			218,612								237,500				-				-				(57,760	)			(655	)			(60,518	)			(798	)			-				(1,453	)
Share-based compensation			-				1,824				-				2,003				-				-				-				-				-				-				3,827
Balance at September 30, 2016			8,073,993			$	21,149				71,228,691			$	657,470			$	(137,199	)			(1,669,131	)		$	(23,340	)			(4,943,223	)		$	(42,688	)		$	(17,284	)		$	458,108

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		Nine Months Ended
		September 30,
		2016				2015
Operating activities
Net income		$	26,439			$	24,314
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			34,237				26,906
Amortization of intangible assets			12,365				8,715
Amortization of deferred loan costs			3,664				2,396
Amortization of original issue discount and premium  related to long-term debt, net			(626	)			(647	)
Amortization of restricted stock and stock option awards			3,827				3,011
Amortization of program broadcast rights			14,026				10,837
Payments on program broadcast obligations			(13,859	)			(10,558	)
Common stock contributed to 401(k) plan			21				19
Deferred income taxes			18,335				16,040
(Gain) loss on disposals of assets, net			(66	)			562
Loss from early extinguishment of debt			31,987				-
Other			659				48
Changes in operating assets and liabilities:
Accounts receivable			(8,677	)			(4,120	)
Other current assets			(12,234	)			(1,841	)
Accounts payable			728				(233	)
Other current liabilities			(10,419	)			(481	)
Income taxes payable			719				-
Accrued interest			841				7,750
Net cash provided by operating activities			101,967				82,718
Investing activities
Acquisitions of television businesses and broadcast licenses			(432,220	)			(184,346	)
Proceeds from sale of television station			11,200				-
Purchases of property and equipment			(33,238	)			(15,250	)
Proceeds from asset sales			1,925				111
Acquisition prepayment and other			(17,171	)			(150	)
Net cash used in investing activities			(469,504	)			(199,635	)
Financing activities
Proceeds from borrowings on long-term debt			1,656,000				-
Repayments of borrowings on long-term debt			(1,100,000	)			-
Tender and redemption premiums for 2020 Notes			(27,502	)			-
Proceeds from issuance of common stock			-				167,313
Deferred and other loan costs			(27,881	)			4
Net cash provided by financing activities			500,617				167,317
Net increase in cash			133,080				50,400
Cash at beginning of period			97,318				30,769
Cash at end of period		$	230,398			$	81,169

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1.	Basis of Presentation

 

The accompanying condensed consolidated balance sheet of Gray Television, Inc. (and its consolidated subsidiaries, except as the context otherwise provides,“Gray,” the “Company,” “we,” “us,” and “our”) as of December 31, 2015, which was derived from the Company’s audited financial statements as of December 31, 2015, and our accompanying unaudited condensed consolidated financial statements as of September 30, 2016 and for the periods ended September 30, 2016 and 2015 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. Our operations consist of one reportable segment. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015 (the “2015 Form 10-K”). Our financial condition as of, and operating results, for the nine-month period ended September 30, 2016 are not necessarily indicative of the financial condition or results that may be expected for any future interim period or for the year ending December 31, 2016.

 

Seasonality and Cyclicality

 

Broadcast advertising revenues are generally highest in the second and fourth quarters each year. This seasonality results partly from increases in consumer advertising in the spring and retail advertising in the period leading up to and including the holiday season. Broadcast advertising revenues are also typically higher in even-numbered years due to increased spending by political candidates, political parties and special interest groups in advance of elections. This political spending typically is heaviest during the fourth quarter.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and the notes to the unaudited condensed consolidated financial statements. Our actual results could differ materially from these estimates. The most significant estimates we make relate to our allowance for doubtful accounts in receivables, valuation of goodwill and intangible assets, amortization of program broadcast rights and intangible assets, share-based compensation, pension costs, income taxes, employee medical insurance claims, useful lives of property and equipment and contingencies.

 

Earnings Per Share

 

We compute basic earnings per share by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding during the relevant period. The weighted-average number of common shares outstanding does not include restricted shares. These shares, although classified as issued and outstanding, are considered contingently returnable until the restrictions lapse and, in accordance with U.S. GAAP, are not included in the basic earnings per share calculation until the shares vest. Diluted earnings per share is computed by including all potentially dilutive common shares, including restricted shares and shares underlying stock options, in the denominator of the diluted weighted-average shares outstanding calculation, unless their inclusion would be anti-dilutive. In the three-months ended September 30, 2016, we reported a net loss and therefore all common stock equivalents are excluded from the computation of diluted earnings per share for that period, since their inclusion would be anti-dilutive.

  

 

The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding for the three-month and nine-month periods ended September 30, 2016 and 2015 (in thousands):

 

 

Accumulated Other Comprehensive Loss

 

Our accumulated other comprehensive loss balances as of September 30, 2016 and December 31, 2015 consist of adjustments to our pension liability and the related income tax benefit. Our comprehensive (loss) income for the three and nine-month periods ended September 30, 2016 and 2015 consisted entirely of net (loss) income. Therefore the consolidated statement of comprehensive (loss) income is not presented for the three and nine-month periods ended September 30, 2016 or 2015.

 

Property and Equipment

 

Property and equipment are carried at cost. Depreciation is computed principally by the straight-line method. Maintenance, repairs and minor replacements are charged to operations as incurred; major replacements and betterments are capitalized. The cost of any assets sold or retired and the related accumulated depreciation are removed from the accounts at the time of disposition, and any resulting profit or loss is reflected in income or expense for the period. In the nine-months ended September 30, 2016, our total property and equipment balance, before accumulated depreciation, increased approximately $102.7 million as a result of property and equipment acquired in connection with recent acquisitions of television stations, and decreased approximately $3.7 million as a result of the disposition of one television station. In the nine-months ended September 30, 2015, our total property and equipment balance, before accumulated depreciation, increased approximately $16.0 million as a result of property and equipment acquired in connection with acquisitions of television stations. The remaining changes in the balances in the nine-months ended September 30, 2016 and 2015 were due to routine property and equipment purchases and retirements. The following table lists the components of property and equipment by major category (dollars in thousands):

 

 

Allowance for Doubtful Accounts

 

Our allowance for doubtful accounts is equal to at least 85% of our receivable balances that are 120 days old or older. We may provide allowances for certain receivable balances that are less than 120 days old when warranted by specific facts and circumstances. We generally write-off accounts receivable balances when the customer files for bankruptcy or when all commonly used methods of collection have been exhausted.

  

 

Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides new guidance on revenue recognition for revenue from contracts with customers and will replace most existing revenue recognition guidance when it becomes effective. This guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard is intended to improve comparability of revenue recognition practices across entities and provide more useful information through improved financial statement disclosures. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. ASU 2015-14 deferred the effective date of ASU 2014-09 by one year to interim and annual reporting periods beginning after December 15, 2017, and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. This ASU amends the guidance of ASU 2014-09 to clarify the identification of performance obligations and to provide additional licensing implementation guidance. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients. This ASU was issued to provide guidance in assessing collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition, in order to reduce the potential for diversity in practice at initial application, and to reduce the cost and complexity of applying the standard. We are currently evaluating the expected impact of the requirements of these ASUs on our financial statements.

 

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740) – Balance Sheet Classification of Deferred Taxes. ASU 2015-17 requires a “noncurrent” presentation of all deferred income taxes. Entities with publicly traded securities are required to apply the new guidance beginning in the annual reporting period beginning after December 15, 2016, and interim periods thereafter. We expect that the affected amounts on our balance sheets will be reclassified within our balance sheets to conform to this standard.

 

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 amends the guidance in U.S. GAAP regarding the classification and measurement of financial instruments. The new standard significantly revises an entity’s accounting related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We do not expect that the adoption of this ASU will have a material impact on our financial statements.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 will supersede Topic 840, Leases, and thus will supersede nearly all existing lease guidance by requiring the reclassification of lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. The standard will be effective for fiscal years beginning after December 15, 2018. We are currently evaluating the expected impact that this ASU will have on our financial condition, results of operations and cash flows.

 

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 amends the guidance in U.S. GAAP with the intent of simplifying several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards, and classification on the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We do not expect that the adoption of this ASU will have a material impact on our financial statements.

 

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 amends the guidance of U.S. GAAP with the intent of addressing eight specific cash flow issues with the objective of reducing the existing diversity in practice. One or more of these eight issues are applicable to our financial statements. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We do not expect that the adoption of this ASU will have a material impact on our financial statements.

  

 

Reclassifications

 

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 amended previous guidance to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs were not affected by the amendments in this ASU. In August 2015, the FASB issued ASU No. 2015-15, Interest - Imputation of Interest (Subtopic 835-30) - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements- Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting. ASU 2015-15 amended previous guidance to codify the June 18, 2015 Staff Announcement that the SEC staff would not object to the deferral and presentation as an asset, and subsequent amortization of such asset, of deferred debt issuance costs related to line of credit arrangements. We adopted these standards as of January 1, 2016. In accordance with these standards, we have reclassified our deferred loan costs as a reduction in the balance of our long-term debt in our balance sheets as of September 30, 2016 and December 31, 2015. Our deferred loan costs were previously presented as a non-current asset. In addition, certain other current and non-current liabilities have been reclassified to conform to the current year presentation.

 

2.	Acquisitions and Dispositions

 

As previously disclosed, on February 16, 2016, we completed the acquisition of the television and radio broadcast assets of Schurz Communications, Inc. (“Schurz”) for an adjusted purchase price of $443.4 million plus transaction related expenses (the “Schurz Acquisition”).

 

Also as previously disclosed, to facilitate regulatory approval for the Schurz Acquistion, on February 1, 2016, we exchanged the assets of KAKE-TV (ABC) (and its satellite stations) in the Wichita, Kansas television market, for the assets of Lockwood Broadcasting, Inc.’s television station WBXX-TV (CW) in the Knoxville, Tennessee television market and $11.2 million of cash (the “WBXX Acquisition”). In connection with the divestiture of KAKE-TV’s assets, we recorded a gain of approximately $2.0 million, excluding transaction related expenses.

 

To further faciliate regulatory approvals for the Schurz Acquisition, on February 16, 2016, we also exchanged the assets of WSBT-TV for the assets of Sinclair Broadcast Group, Inc.’s television station WLUC-TV (NBC/FOX) in the Marquette, Michigan television market (the “WLUC Acquisition”), and we sold the Schurz radio broadcast assets (the “Schurz Radio Stations”) for $16.0 million to three third-party radio broadcasters. We did not record a gain or loss related to the WLUC Acquisition or related to the divestiture of the Schurz Radio Stations.

 

The Schurz Acquisition, the WBXX Acquisition, the WLUC Acquisition, and the sale of the Schurz Radio Stations are referred to collectively as the “Schurz Acquisition and Related Transactions.” We used borrowings of $425.0 million (the “2016 Term Loan”) under our senior credit facility, as amended (the “Senior Credit Facility”) to fund a portion of the purchase price to complete the Schurz Acquisition and to pay a portion of the related fees and expenses, the remainder of which were paid from cash on hand. See Note 3 “Long-term Debt” for further information regarding our financing activities.

 

The net consideration to complete the Schurz Acquisition and Related Transactions was as follows (in thousands):

 

 

 

On June 27, 2016, we completed the acquisition of KYES-TV (MY, Ant.), a television station serving the Anchorage, Alaska television market, from Fireweed Communications, LLC (the “KYES-TV Acquisition”). The purchase price of $0.5 million, plus transaction related expenses, was paid with cash on hand.

 

Collectively, we refer to the stations acquired and retained in 2016, as well as those which we began operating under a local programming and marketing agreement (an “LMA”) in 2016, as the “2016 Acquisitions.”

 

Preliminary Fair Value Estimates

 

The preliminary fair value estimates of the assets acquired, liabilities assumed and resulting goodwill of our 2016 Acquisitions are summarized as follows (in thousands):

 

 

Amounts in the table above are based upon management’s preliminary estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. 

 

Accounts receivable are recorded at their fair value representing the amount we expect to collect. Gross contractual amounts receivable are approximately $0.2 million more than their recorded fair value.

 

Property and equipment are recorded at their fair value and are being depreciated over their estimated useful lives ranging from three years to 40 years.

 

Amounts related to other intangible assets represent primarily the estimated fair values of retransmission agreements of $14.9 million; advertising client relationships of $1.6 million; and favorable income leases of $2.6 million. These intangible assets are being amortized over their estimated useful lives of approximately 4.9 years for retransmission agreements; approximately 5.5 years for advertising client relationships; and approximately 9.5 years for favorable income leases.

 

Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and liabilities assumed, and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, as well as future synergies that we expect to generate from each acquisition. We have preliminarily recorded $72.6 million of goodwill related to 2016 Acquisitions. The goodwill recognized related to these acquisitions is deductible for income tax purposes.

 

The Company’s consolidated results of operations for the three and nine-months ended September 30, 2016 include the results of the 2016 Acquisitions from the date of each transaction. Revenues attributable thereto and included in our condensed consolidated statements of operations for the three and nine-months ended September 30, 2016 were $37.1 million and $87.9 million, respectively. Operating income attributable thereto and included in our condensed consolidated statements of operations for the three and nine-months ended September 30, 2016 were $16.2 million and $35.3 million, respectively. In connection with the 2016 Acquisitions, we incurred a total of $0.5 million and $7.7 million of transaction related costs during the three and nine-months ended September 30, 2016, respectively, primarily related to legal, consulting and other professional services.

 

 

Unaudited Pro Forma Financial Information

 

The following table sets forth certain unaudited pro forma information for the nine-months ended September 30, 2016 and 2015 assuming that the Schurz Acquisition and Related Transactions occurred on January 1, 2015 (in thousands, except per share data):

 

 

This pro forma financial information is based on historical results of operations of each of Gray, the television stations acquired and the television and radio broadcast assets divested in the Schurz Acquisition and Related Transactions, adjusted for the effect of fair value estimates and other acquisition accounting adjustments, and is not necessarily indicative of what our results would have been had we completed each of the Schurz Acquisition and Related Transactions on January 1, 2015 or on any other historical date, nor is it reflective of our expected results of operations for any future period. The pro forma adjustments for the nine-months ended September 30, 2016 and 2015 reflect depreciation expense and amortization of finite-lived intangible assets related to the fair value of the assets acquired, interest expense resulting from additional borrowings under our Senior Credit Facility and the related tax effects of the adjustments. This pro forma financial information has been prepared based on estimates and assumptions that we believe are reasonable as of the date hereof, and are subject to change based on, among other things, changes in the preliminary allocation of purchase price to the fair value of the assets acquired and liabilities assumed, or any other underlying assumptions.

 

Pro forma information for the KYES-TV Acquisition is not included, as such information is not material to our financial statements.

 

Pending Acquisitions

 

On May 13, 2016, we announced that we agreed to acquire television stations WDTV-TV (CBS) and WVFX-TV (FOX, CW), a legal duopoly in the Clarksburg-Weston, West Virginia television market (the “Clarksburg Acquisition”) from Withers Broadcasting Company of West Virginia and Withers Broadcasting Company of Clarksburg, LLC (collectively “Withers”) for a maximum total purchase price of $26.5 million in cash. On June 1, 2016, we made a partial payment of $16.5 million to Withers and acquired the non-license assets of these stations. Also, on that date we began to provide services to Withers under an LMA. The completion of our acquisition of the stations’ licenses and license-related assets is subject to the receipt of regulatory and other approvals. We currently expect to complete this acquisition in late 2016 or early 2017.

 

On June 3, 2016, we announced that we agreed with Nextstar Broadcasting Group, Inc. (“Nexstar”), to acquire two television stations that Nexstar will divest upon its merger with Media General, Inc. (“Media General”): WBAY-TV (ABC), in the Green Bay, Wisconsin television market, and KWQC-TV (NBC), in the Davenport, Iowa television market, both currently owned and operated by Media General, for $270.0 million in cash. We expect to fund these acquisitions primarily with cash on hand and, if necessary, available borrowings under our Senior Credit Facility or other available financing, depending on the cost and availability thereof. We anticipate closing the acquisition in late 2016 or early 2017.

 

 

On November 7, 2016, we entered into agreements with Tanana Valley Television Company and Tanana Valley Holdings, LLC, to acquire KTVF (NBC), KXD (CBS), and KFXF (FOX) in the Fairbanks, Alaska television market, for a total purchase price of $8.0 million (the “Fairbanks Acquisition”). We anticipate completing the Fairbanks Acquisition using cash on hand following receipt of regulatory approvals in the first or second quarter of 2017.

  

3.	Long-term Debt

 

As of September 30, 2016 and December 31, 2015, as applicable, long-term debt consisted of obligations under our Senior Credit Facility, our 7½% senior notes due 2020 (the “2020 Notes”), our 5.875% senior notes due 2026 (the “2026 Notes”) and our 5.125% senior notes due 2024 (the “2024 Notes”), as follows (in thousands):

 

 

Our Senior Credit Facility consists of a revolving loan (the “Revolving Credit Facility”) and a term loan. Excluding accrued interest, the amount outstanding under our Senior Credit Facility as of September 30, 2016 and December 31, 2015 consisted solely of a term loan balance of $556.4 million. Our maximum borrowing availability under our Revolving Credit Facility is limited by our required compliance with certain restrictive covenants, including a first lien net leverage ratio covenant. As of September 30, 2016 and December 31, 2015, the interest rate on the balance outstanding under the Senior Credit Facility was 3.9% and 3.8%, respectively.

 

In connection with the consummation of the Schurz Acquisition and Related Transactions, effective February 16, 2016, we entered into the Second Amendment and Incremental Facility Agreement to our Senior Credit Facility (the “Second Amendment”). Pursuant to this Second Amendment, we borrowed $425.0 million under the 2016 Term Loan to fund a portion of the purchase price of the Schurz Acquisition. The Second Amendment also increased our availability under the Revolving Credit Facility by $10.0 million to a total of $60.0 million.

 

On June 14, 2016, we completed the private placement of $500.0 million of our 2026 Notes (the “Original 2026 Notes”), at par. We used a portion of the proceeds of the Original 2026 Notes to repay the outstanding balance of the 2016 Term Loan, accrued interest thereon, and transaction related fees and expenses. On September 14, 2016, we completed the private placement of an additional $200.0 million of our 2026 Notes (the “Additional 2026 Notes”). The Additional 2026 Notes were issued at a price of 103.0%, resulting in aggregate gross proceeds of approximately $206.0 million, plus accrued and unpaid interest from and including June 14, 2016. The Additional 2026 Notes are an additional issuance of, rank equally with and form a single series with the Original 2026 Notes. The 2026 Notes mature on July 15, 2026. Interest is payable semiannually, on January 15 and July 15 of each year commencing on January 15, 2017.

  

 

Also on September 14, 2016, we completed the private placement of $525.0 million of our 2024 Notes, at par. The 2024 Notes mature on October 15, 2024. Interest is payable semiannually, on April 15 and October 15 of each year commencing on April 15, 2017.

 

We used a portion of the proceeds from the sale of the 2026 Additional Notes and the 2024 Notes to complete the Tender Offer (discussed below). We used the remaining proceeds and cash on hand to redeem the 2020 Notes that remained outstanding after the completion of the Tender Offer.

 

As of September 30, 2016, we had $700.0 million of 2026 Notes outstanding and $525.0 million of 2024 Notes outstanding. The interest rate and yield on the Original 2026 Notes were each 5.875%. The interest rate and yield on the Additional 2026 Notes were 5.875% and 5.398%, respectively. The interest rate and yield on the 2024 Notes were each 5.125%.

 

In September 2016, we purchased approximately $431.2 million in aggregate principal amount of the 2020 Notes validly tendered in connection with a previously announced cash tender offer (the “Tender Offer”). The Tender Offer expired on September 13, 2016.

 

On September 14, 2016, we satisfied and discharged our obligations under the indenture governing the remaining 2020 Notes outstanding by depositing with the trustee thereunder the redemption price of 103.750% of the principal amount thereunder, plus accrued and unpaid interest to, but not including, the date of redemption (the “Redemption”).

 

In connection with the completion of the Tender Offer and the Redemption, we recorded a loss from early extinguishment of debt of approximately $32.0 million ($19.5 million net of tax) in the three and nine-months ended September 30, 2016 consisting of Tender Offer premiums of $18.2 million, call premiums of $9.1 million, the write off of unamortized deferred financing costs of $8.0 million and the payment of approximately $0.2 million in legal and other professional fees; but reduced by the recognition of un-accreted net premium of $3.5 million.

 

 Collateral, Covenants and Restrictions

 

Our obligations under the Senior Credit Facility are secured by substantially all of our consolidated subsidiaries' assets, including certain real estate. In addition, all of our subsidiaries are joint and several guarantors of, and our ownership interests in those subsidiaries are pledged to collateralize, our obligations under the Senior Credit Facility. Gray Television, Inc. is a holding company with no material independent assets or operations. For all applicable periods, the 2026 Notes and 2024 Notes have been fully and unconditionally guaranteed, on a joint and several, senior unsecured basis, by all of Gray Television, Inc.'s subsidiaries. As of September 30, 2016, there were no significant restrictions on the ability of Gray Television, Inc.'s subsidiaries to distribute cash to Gray or to the guarantor subsidiaries.

 

The Senior Credit Facility contains affirmative and restrictive covenants with which we must comply, including: (a) limitations on additional indebtedness; (b) limitations on liens; (c) limitations on the sale of assets; (d) limitations on guarantees; (e) limitations on investments and acquisitions; (f) limitations on the payment of dividends and share repurchases; (g) limitations on mergers; and (h) maintenance of a total leverage ratio not to exceed certain maximum limits while any amount is outstanding under the Revolving Credit Facility, as well as other customary covenants for credit facilities of this type. The 2026 Notes and 2024 Notes include covenants with which we must comply which are typical for borrowing transactions of their nature. As of September 30, 2016 and December 31, 2015, we were in compliance with all required covenants under all our debt obligations.

 

We may redeem some or all of the 2026 Notes at any time after July 15, 2021 at specified redemption prices. We may also redeem up to 35% of the aggregate principal amount of the 2026 Notes using the proceeds from certain equity offerings completed before July 15, 2019. In addition, we may redeem some or all of the 2026 Notes at any time prior to July 15, 2021 at a price equal to 100% of the principal amount thereof plus a make whole premium, and accrued but unpaid interest. If we sell certain of our assets or experience specific kinds of changes of control, we must offer to repurchase the 2026 Notes.

  

 

We may redeem some or all of the 2024 Notes at any time after October 15, 2019 at specified redemption prices. We may also redeem up to 35% of the aggregate principal amount of the 2024 Notes using the proceeds from certain equity offerings completed before October 15, 2019. In addition, we may redeem some or all of the 2024 Notes at any time prior to October 15, 2019 at a price equal to 100% of the principal amount thereof plus a make whole premium, and accrued and unpaid interest. If we sell certain of our assets or experience specific kinds of changes of control, we must offer to repurchase the 2024 Notes.

 

4.      Fair Value Measurement

 

For purposes of determining a fair value measurement, we utilize market data or assumptions that market participants would use in pricing an asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized into a hierarchy that gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (“Level 1”) and the lowest priority to unobservable inputs that require assumptions to measure fair value (“Level 3”). Level 2 inputs are those that are other than quoted prices on national exchanges included within Level 1 that are observable for the asset or liability either directly or indirectly (“Level 2”).

 

Fair Value of Other Financial Instruments

 

The estimated fair value of other financial instruments is determined using market information and appropriate valuation methodologies. Interpreting market data to develop fair value estimates involves considerable judgment. The use of different market assumptions may have a material effect on the estimated fair value amounts. Accordingly, the estimates presented are not necessarily indicative of the amounts that we could realize in a current market exchange, or the value that ultimately will be realized upon maturity or disposition.

 

The carrying amounts of the following instruments approximate fair value due to their short term to maturity: (i) accounts receivable; (ii) prepaid and other current assets; (iii) accounts payable; (iv) accrued employee compensation and benefits; (v) accrued interest; (vi) other accrued expenses; (vii) acquisition-related liabilities; and (viii) deferred revenue.

 

The carrying amount of our long-term debt was $1.8 billion and $1.2 billion, respectively, and the fair value was $1.8 billion and $1.2 billion, respectively, as of September 30, 2016 and December 31, 2015. Fair value of our long-term debt is based on observable estimates provided by third-party financial professionals as of September 30, 2016 and December 31, 2015 and as such is classified within Level 2 of the fair value hierarchy.

 

5.      Retirement Plans

 

The following table provides the components of net periodic benefit cost for our pension plans for the three-month and nine-month periods ended September 30, 2016 and 2015, respectively (in thousands):

 

 

During the nine-month period ended September 30, 2016, we contributed $3.0 million to our defined benefit pension plans. During the remainder of 2016, we do not expect to make further contributions to these plans.

 

During the three and nine-month periods ended September 30, 2016, we contributed $1.5 million and $4.1 million, respectively, in matching contributions to our defined contribution plan, the Gray Television, Inc. Capital Accumulation Plan. During the remainder of 2016, we estimate that our contributions will be approximately $1.4 million to this plan, excluding discretionary profit-sharing contributions.

 

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6.      Share-based Compensation

 

We recognize compensation expense for share-based payment awards made to our employees and directors, including stock options and restricted shares awarded under our 2007 Long-Term Incentive Plan, as amended (the “2007 Incentive Plan”) and our Directors’ Restricted Stock Plan. Currently, there are no outstanding share awards under our Directors’ Restricted Stock Plan. The following table provides information on our share-based compensation expense and related income tax benefit for the three and nine-month periods ended September 30, 2016 and 2015, respectively (in thousands).

 

 

The 2007 Long-Term Incentive Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, and performance awards to acquire shares of our Class A common stock or common stock, or other awards based on our performance, to our employees and non-employee directors.

 

During the nine-month period ended September 30, 2016, we granted 218,452 shares of restricted common stock to certain employees, of which 72,816 shares will vest on each of January 31, 2017 and 2018; and 72,820 shares will vest on January 31, 2019. Also during the nine-month period ended September 30, 2016, we granted 166,677 shares of restricted Class A common stock to one employee, of which 55,559 shares will vest on each of January 31, 2017, 2018 and 2019. During the nine-month period ended September 30, 2016, we also granted 19,048 shares of restricted common stock to certain non-employee directors, which shares will vest on January 31, 2017. Also during the nine-month period ended September 30, 2016, we granted 51,935 shares of restricted Class A common stock to certain non-employee directors, which shares will vest on January 31, 2017. During the nine-month period ended September 30, 2015, we granted 150,308 shares of restricted common stock to certain employees, of which 50,102 shares vested on January 31, 2016; 50,100 shares will vest on January 31, 2017; and 50,106 shares will vest on January 31,2018. Also during the nine-month period ended September 30, 2015, we granted 229,322 shares of restricted Class A common stock to certain employees, of which 76,442 shares vested January 31, 2016; 76,442 shares will vest on January 31, 2017; and 76,438 shares will vest on January 31, 2018. Also during the nine-month period ended September 30, 2015, we granted 58,191 shares of restricted Class A common stock to certain non-employee directors, all of which vested on January 31, 2016.

  

A summary of restricted common stock activity for the nine-month periods ended September 30, 2016 and 2015 is as follows:

 

 

 

A summary of restricted Class A common stock activity for the nine-month periods ended September 30, 2016 and 2015 is as follows:

 

 

Stock Options

 

As of September 30, 2016 and 2015, options to purchase 274,746 shares of our common stock, with an exercise price of $1.99, were outstanding and exercisable. For each of the nine-month periods ended September 30, 2016 and 2015, we did not have any outstanding stock options for our Class A common stock. The aggregate intrinsic value of our outstanding stock options was $2.3 million based on the closing market price of our common stock on September 30, 2016.

 

7.      Commitments and Contingencies

 

From time to time, we are or may become subject to legal proceedings and claims that arise in the normal course of our business. In our opinion, the amount of ultimate liability, if any, with respect to known actions, will not materially affect our financial position. However, the outcome of any one or more matters cannot be predicted with certainty, and the unfavorable resolution of any matter could have a material adverse effect on us.

 

8.      Goodwill and Intangible Assets

 

During the nine-month period ended September 30, 2016, we acquired and disposed of various television broadcast stations and broadcast licenses. See Note 2 “Acquisitions and Dispositions” for more information regarding these transactions. As a result of these transactions, our goodwill and other intangible asset balances changed. A summary of changes in our goodwill and other intangible assets, on a net basis, for the nine-month period ended September 30, 2016 is as follows (in thousands):

 

 

 

As of September 30, 2016 and December 31, 2015, our intangible assets and related accumulated amortization consisted of the following (in thousands):

 

 

Amortization expense for the nine-month periods ended September 30, 2016 and 2015 was $12.4 million and $8.7 million, respectively. Based on the current amount of intangible assets subject to amortization, we expect that amortization expense for the succeeding five years will be as follows: 2017, $16.3 million; 2018, $11.5 million; 2019, $9.0 million; 2020, $6.1 million; and 2021, $3.2 million. If and when acquisitions and dispositions occur in the future, actual amounts may vary from these estimates.

 

Impairment of goodwill and broadcast licenses

 

Our intangible assets are primarily comprised of broadcast licenses. There were no triggering events that required a test of our goodwill or intangible assets for impairment during the nine-month periods ended September 30, 2016 or 2015.

 

9.      Income Taxes

 

For the three and nine-month periods ended September 30, 2016 and 2015, our income tax expense and effective income tax rates were as follows (dollars in thousands):

 

 

We estimate our differences between taxable income or loss and recorded income or loss on an annual basis. Our tax provision for each quarter is based upon these full-year projections, which are revised each reporting period. These projections incorporate estimates of permanent differences between U.S. GAAP income or loss and taxable income or loss, state income taxes and adjustments to our liability for unrecognized tax benefits to adjust our statutory Federal income tax rate of 35.0% to our effective income tax rate. For the nine-month period ended September 30, 2016, these estimates increased or decreased our statutory Federal income tax rate of 35.0% to our effective income tax rate of 42.0% as follows: state income taxes added 4.6%, permanent differences between our U.S. GAAP income and taxable income added 2.1%, and a discrete share-based compensation adjustment added 1.0%, while adjustments to our reserve for uncertain tax positions resulted in a reduction of 0.7%. For the nine-month period ended September 30, 2015, these estimates increased or decreased our statutory Federal income tax rate of 35.0% to our effective income tax rate of 40.0% as follows: state income taxes added 4.5% and permanent differences between our U.S. GAAP income and taxable income added 1.6%, and discrete items resulted in a reduction of 0.2%, while adjustments to our reserve for uncertain tax positions resulted in a reduction of 0.9%.

 

For the three-months ended September 30, 2016, our effective income tax rate was significantly higher than our statutory Federal income tax rate of 35.0% due primarily to the permanent differences between our taxable income and our U.S. GAAP income. These permanent differences represented a high percentage of our pre-tax U.S. GAAP income.

 

10.    Subsequent Event

 

On November 6, 2016, the Board of Directors of the Company authorized the Company to purchase up to an additional $75.0 million of outstanding common stock prior to December 31, 2019. The extent to which the Company repurchases common stock, the number of shares and the timing of any repurchases will depend on general market conditions, regulatory requirements, alternative investment opportunities and other considerations. The Company is not required to repurchase a minimum number of shares, and the repurchase authorization may be modified, suspended or terminated at any time without prior notice. This authorization prohibits the Company from purchasing shares directly from the Company’s officers, directors, or the Gray Television, Inc. Capital Accumulation Plan (401K plan).

 

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