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

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		March 31,				December 31,
		2016				2015
Assets:
Current assets:
Cash		$	120,654			$	97,318
Accounts receivable, less allowance for doubtful accounts of $2,269 and $1,794, respectively			137,842				121,473
Current portion of program broadcast rights, net			8,924				10,511
Deferred tax asset			49,444				49,690
Prepaid and other current assets			6,371				6,462
Total current assets			323,235				285,454
Property and equipment, net			322,830				234,475
Broadcast licenses			1,338,861				1,114,626
Goodwill			484,662				423,236
Other intangible assets, net			69,131				53,280
Investment in broadcasting company			13,599				13,599
Other			5,781				3,038
Total assets		$	2,558,099			$	2,127,708

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		March 31,				December 31,
		2016				2015
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable		$	6,068			$	4,532
Employee compensation and benefits			21,840				28,983
Accrued interest			25,426				12,717
Accrued network programming fees			8,436				11,945
Other accrued expenses			11,709				14,348
Federal and state income taxes			931				771
Current portion of program broadcast obligations			9,853				10,785
Deferred revenue			3,565				3,514
Current portion of long-term debt			4,250				-
Total current liabilities			92,078				87,595
Long-term debt			1,631,928				1,220,084
Program broadcast obligations, less current portion			2,054				2,171
Deferred income taxes			357,433				351,546
Accrued pension costs			35,857				36,337
Other			648				701
Total liabilities			2,119,998				1,698,434
Commitments and contingencies (Note 7)
Stockholders’ equity:
Common stock, no par value; authorized 100,000,000 shares, issued 71,227,372 shares and 70,989,426 shares, respectively			656,141				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			19,920				19,325
Accumulated deficit			(154,648	)			(163,638	)
Accumulated other comprehensive loss, net of income tax benefit			(17,284	)			(17,284	)
			504,129				493,849
Treasury stock at cost, common stock, 4,943,223 shares and 4,882,705 shares, respecitvely			(42,688	)			(41,890	)
Treasury stock at cost, Class A common stock, 1,669,131 shares and 1,611,371 shares, respecitvely			(23,340	)			(22,685	)
Total stockholders’ equity			438,101				429,274
Total liabilities and stockholders’ equity		$	2,558,099			$	2,127,708

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		Three Months Ended
		March 31,
		2016				2015
Revenue (less agency commissions)		$	173,723			$	133,303
Operating expenses before depreciation, amortization and gain on disposal of assets, net:
Broadcast			108,568				86,847
Corporate and administrative			15,678				6,847
Depreciation			11,126				8,798
Amortization of intangible assets			3,888				2,771
Gain on disposal of assets, net			(1,648	)			(18	)
Operating expenses			137,612				105,245
Operating income			36,111				28,058
Other income (expense):
Miscellaneous income, net			569				7
Interest expense			(21,275	)			(18,530	)
Income before income taxes			15,405				9,535
Income tax expense			6,415				3,940
Net income		$	8,990			$	5,595
Basic per share information:
Net income		$	0.13			$	0.10
Weighted average shares outstanding			71,791				58,224
Diluted per share information:
Net income		$	0.12			$	0.10
Weighted average shares outstanding			72,582				58,737
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			-				-				-				-				8,990				-				-				-				-				-				8,990
Issuance of common stock:
401(k) plan			-				-				446				6				-				-				-				-				-				-				6
2007 Long Term Incentive Plan - restricted stock			218,612				-				237,500				-				-				(57,760	)			(655	)			(60,518	)			(798	)			-				(1,453	)
Share-based compensation			-				595				-				689				-				-				-				-				-				-				1,284
Balance at March 31, 2016			8,073,993			$	19,920				71,227,372			$	656,141			$	(154,648	)			(1,669,131	)		$	(23,340	)			(4,943,223	)		$	(42,688	)		$	(17,284	)		$	438,101

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		Three Months Ended
		March 31,
		2016				2015
Operating activities
Net income		$	8,990			$	5,595
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			11,126				8,798
Amortization of intangible assets			3,888				2,771
Amortization of deferred loan costs			1,071				799
Net amortization of original issue discount and premium related to long-term debt			(216	)			(216	)
Amortization of restricted stock and stock option awards			1,284				993
Amortization of program broadcast rights			4,396				3,607
Payments on program broadcast obligations			(3,977	)			(3,588	)
Common stock contributed to 401(k) plan			6				6
Deferred income taxes			5,887				3,894
Gain on disposal of assets, net			(1,648	)			(18	)
Other			(505	)			2,302
Changes in operating assets and liabilities:
Accounts receivable			3,245				7,304
Other current assets			895				(4,121	)
Accounts payable			1,329				1,395
Other current liabilities			(20,220	)			(12,662	)
Accrued interest			12,709				12,384
Net cash provided by operating activities			28,260				29,243
Investing activities
Acquisitions of television businesses and licenses			(427,448	)			-
Proceeds from sale of television station			11,200				-
Purchases of property and equipment			(5,931	)			(2,849	)
Proceeds from asset sales			1,850				47
Other			167				(129	)
Net cash used in investing activities			(420,162	)			(2,931	)
Financing activities
Proceeds from borrowings on long-term debt			425,000				-
Repayments of borrowings on long-term debt			(1,063	)			-
Proceeds from issuance of common stock			-				167,528
Deferred and other loan costs			(8,699	)			4
Net cash provided by financing activities			415,238				167,532
Net increase in cash			23,336				193,844
Cash at beginning of period			97,318				30,769
Cash at end of period		$	120,654			$	224,613

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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 March 31, 2016 and for the periods ended March 31, 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 presentation 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 three-month period ended, March 31, 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.

 

Overview

 

We are a television broadcast company headquartered in Atlanta, Georgia, that owns and/or operates television stations and leading digital assets in markets throughout the United States. As of March 31, 2016, we owned and/or operated television stations in 50 television markets broadcasting approximately 180 programming streams, including 35 affiliates of the CBS Network (“CBS”), 26 affiliates of the NBC Network (“NBC”), 19 affiliates of the ABC Network (“ABC”) and 13 affiliates of the FOX Network (“FOX”).

 

In addition to our primary broadcast channels, we can also broadcast secondary digital channels within a market. Our secondary digital channels are affiliated with networks different from those affiliated with our primary broadcast channels, and they are operated by us to make better use of our broadcast spectrum by providing supplemental and/or alternative programming in addition to our primary channels. Certain of our secondary digital channels are affiliated with more than one network simultaneously. In addition to affiliations with ABC, CBS and FOX, our secondary channels are affiliated with numerous smaller networks and program services including, the CW Network or the CW Plus Network (collectively, “CW”), MY Network (“MY” or “My Network”), the MeTV Network (“MeTV”), This TV Network (“This TV”), Antenna TV (“Ant.”), Telemundo (“Tel.”), Cozi, Heroes and Icons (“H&I”), MOVIES! Network (“Movies”) and others. We also broadcast local news/weather channels in certain of our existing markets (“News”). Our combined TV station group reaches approximately 9.4% of total United States television households.

 

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, preliminary purchase price allocations of amounts paid to complete acquisitions, valuation of goodwill and intangible assets, amortization of program broadcast rights and intangible assets, stock-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 antidilutive.

 

The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding for the three-month periods ended March 31, 2016 and 2015 (in thousands):

 

 

Accumulated Other Comprehensive Loss

 

Our accumulated other comprehensive loss balances as of March 31, 2016 and December 31, 2015 consist of adjustments to our pension liability and the related income tax effect. Our comprehensive income for the three-month periods ended March 31, 2016 and 2015 consisted entirely of net income. Therefore, a consolidated statement of comprehensive income is not presented for the three-month periods ended March 31, 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 three months ended March 31, 2016, our total property and equipment balance, before accumulated depreciation, increased approximately $99.4 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. There were no acquisitions or dispositions of television stations in the three months ended March 31, 2015. The remaining changes in the balances in the three months ended March 31, 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. 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 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. We do not expect that the adoption of this ASU will have a material impact on our financial statements.

 

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 impact 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.

 

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 to be presented as a reduction in the balance of our long-term debt, less current portion, in our balance sheets as of March 31, 2016 and December 31, 2015. Our deferred loan costs were previously presented as a non-current asset.

2. Acquisitions and Dispositions

 

On February 1, 2016, to facilitate regulatory approval for the Schurz Acqusition (as defined below), 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 (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.

 

On February 16, 2016, we acquired 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”). The acquired television broadcast assets consisted of KWCH-TV (CBS) (and three satellite stations) in the Wichita, Kansas television market; WDBJ-TV (CBS) in the Roanoke-Lynchburg, Virginia television market; KYTV-TV (NBC), KCZ (CW), and certain operating rights related to KSPR-TV (ABC) in the Springfield, Missouri television market; WAGT-TV (NBC) in the Augusta, Georgia television market; KTUU-TV (NBC) in the Anchorage, Alaska television market; two satellite stations and the ABC programming stream of KOTA-TV serving the Rapid City, South Dakota television market; and WSBT-TV (CBS) in the South Bend, Indiana television market. Schurz’s radio broadcast assets were located in the South Bend and Lafayette, Indiana radio markets and Rapid City, South Dakota radio market (the “Schurz Radio Stations”).

 

Also on February 16, 2016, and to further faciliate regulatory approvals for the Schurz Acquisition, we 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 televison market (the “WLUC Acquisition”), and we sold the assets of the Schurz Radio Stations for $16.0 million to three third-party radio broadcasters. The Schurz Acquisition, the WLUC Acquisition, and the sale of the assets of Schurz Radio Stations closed concurrently. Our cost basis for the assets of WSBT-TV and the Schurz Radio Stations was equal to the value received in their respective exchange and divestiture. As a result, 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 assets of Schurz Radio Stations are referred to collectively as the “Schurz Acquisition and Related Transactions.” Excluding transaction and financing costs, our net consideration paid for the Schurz Acquisition and Related Transactions (i.e., the Schurz Acquisition adjusted purchase price less cash received from Lockwood Broadcasting, Inc. and the buyers of the Schurz Radio Stations) was $416.2 million.

 

Also on February 16, 2016, we completed a financing transaction through which we incurred an additional $425.0 million of debt (the “2016 Term Loan”) under our senior credit facility, as amended (the “Senior Credit Facility”) to fund a portion of the purchase price of 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 purchase consideration for the Schurz Acquisition and Related Transactions is summarized as follows (in thousands):

 

										The Schurz
										Acquisition
										and the
		Divestiture				Acquisition				Acquisition
		of KAKE-TV				of WBXX-TV				of WLUC-TV				Total
Base purchase price		$	-			$	30,000			$	442,500			$	472,500
Purchase price adjustment			-				-				948				948
Adjusted purchase price			-				30,000				443,448				473,448
Cash consideration received from sale of Schurz Radio Stations			-				-				(16,000	)			(16,000	)
Net adjusted purchase price allocated to assets acquired and liabilities assumed			-				30,000				427,448				457,448
Non-cash consideration received			(30,000	)			-				-				(30,000	)
Cash consideration received			(11,200	)			-				-				(11,200	)
Net consideration - the Schurz Acquisition and Related Transactions		$	(41,200	)		$	30,000			$	427,448			$	416,248

 

Preliminary Fair Value Estimates:

 

The preliminary fair value estimates of the assets acquired, liabilities assumed and resulting goodwill of the Schurz Acquisition and Related Transactions are summarized as follows (in thousands):

 

						The Schurz
						Acquisition
						and the
		Acquisition				Acquisition
		of WBXX-TV				of WLUC-TV				Total
Accounts receivable		$	-			$	19,317			$	19,317
Other current assets			442				3,030				3,472
Property and equipment			1,633				97,804				99,437
Goodwill			10,269				61,371				71,640
Broadcast licenses			18,199				231,391				249,590
Other intangible assets			-				19,738				19,738
Other non-current assets			408				3,430				3,838
Current liabilities			(454	)			(8,202	)			(8,656	)
Other long-term liabilities			(497	)			(431	)			(928	)
Total		$	30,000			$	427,448			$	457,448

 

Amounts in the table above are based upon management’s 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 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 the estimated fair values of retransmission agreements of $15.1 million; advertising relationships of $1.6 million; and favorable 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 relationships; and approximately 9.6 years for 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 $71.6 million of goodwill related to the Schurz Acquisition and Related Transactions. The goodwill recognized related to these acquisitions is deductible for income tax purposes.

 

The Company’s consolidated results of operations for the three months ended March 31, 2016 include the results of the Schurz Acquisition and Related Transactions from the date of each transaction. Net revenues and operating income attributable thereto and included in our condensed consolidated statements of operations for the three months ended March 31, 2016 were $16.6 million and $5.8 million, respectively. In connection with these acquisitions, we incurred a total of $6.7 million of transaction related costs during the three months ended March 31, 2016, 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 three months ended March 31, 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 stations 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 three months ended March 31, 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.

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3.      Long-term Debt

 

As of March 31, 2016 and December 31, 2015, long-term debt primarily consisted of obligations under our Senior Credit Facility, and our 7½% Senior Notes due 2020 (the “2020 Notes”), as follows (in thousands):

 

 

Our Senior Credit Facility consists of a revolving loan (the “Revolving Credit Facility”) and term loans under a term loan facility. Excluding accrued interest, the amount outstanding under our Senior Credit Facility as of March 31, 2016 and December 31, 2015 consisted solely of term loan balances totaling $980.4 million and $556.4 million, respectively. 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.

 

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.

 

The 2016 Term Loan constitutes an additional term loan, and has the same terms as our other term loan under the Senior Credit Facility, including a June 13, 2021 maturity date, except that the interest rate applicable to the 2016 Term Loan is, at our option, either the Base Rate (as defined in the Senior Credit Facility) plus 2.50% or LIBOR plus 3.50%, subject to a LIBOR floor of 0.75%. We are also required to make quarterly principal repayments equal to 0.25% of the outstanding principal amount of the 2016 Term Loan.

 

As a component of the Second Amendment, the maturity date of any revolving loans under the Senior Credit Facility was extended to July 1, 2020 and the interest rate applicable to the existing term loan was modified to be, at our option, either the Base Rate plus 2.1875% or LIBOR plus 3.1875%, subject to a LIBOR floor of 0.75%. Also pursuant to the Second Amendment, the asset sale covenant in the Senior Credit Facility was amended to allow us to (i) dispose of assets so long as the Operating Cash Flow (as defined in the Senior Credit Facility) attributable to any such assets sold in any twelve month period does not exceed 7.5% of our Operating Cash Flow and (ii) dispose of spectrum without regard to the Operating Cash Flow test set forth above. As of March 31, 2016 and December 31, 2015, the interest rate on the balance outstanding under the Senior Credit Facility was 4.1% and 3.8%, respectively. The coupon interest rate was 7.5% and the yield was 7.3% on the 2020 Notes.

 

As of March 31, 2016 and December 31, 2015, we had $675.0 million of our 2020 Notes outstanding, at their face value.

 

 

As of March 31, 2016 and December 31, 2015, we had a deferred loan cost balance, net of accumulated amortization, of $14.3 million and $6.1 million, respectively, related to the Senior Credit Facility; and we had a deferred loan cost balance, net of accumulated amortization, of $8.8 million and $9.3 million, respectively, related to our 2020 Notes.

 

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 periods presented, the 2020 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 March 31, 2016, there were no significant restrictions on the ability of Gray Television, Inc.'s subsidiaries to distribute cash to Gray or to our guarantor subsidiaries. 

 

The Senior Credit Facility contains affirmative and restrictive covenants that we must comply with, 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, as well as other customary covenants for credit facilities of this type. The 2020 Notes include covenants with which we must comply which are typical for borrowing transactions of their nature. As of March 31, 2016, we were in compliance with all required covenants under all our debt obligations.

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 or methodologies could 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 $1.6 billion and $1.2 billion, respectively, and the fair value was $1.7 billion and $1.2 billion, respectively, as of March 31, 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 March 31, 2016 and December 31, 2015, and as such is classified within Level 2 of the fair value hierarchy.

 

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5.     Retirement Plans

 

The following table provides the components of net periodic benefit cost for our defined benefit pension plans for the three-month periods ended March 31, 2016 and 2015, respectively (in thousands):

 

 

During the three months ended March 31, 2016, we contributed $0.5 million to our defined benefit pension plans. During the remainder of 2016, we expect to contribute $1.7 million to these plans.

 

During the three months ended March 31, 2016, we contributed $1.4 million in matching contributions to our defined contribution plan, the Gray Television, Inc. Capital Accumulation Plan. During the remainder of 2016, we expect to contribute $4.1 million to this plan, excluding discretionary profit-sharing contributions.

6.     Stock-based Compensation

 

We recognize compensation expense for stock-based payment awards made to our employees and directors, including stock options and restricted shares under our 2007 Long-Term Incentive Plan, as amended (the “2007 Incentive Plan”) and our Directors’ Restricted Stock Plan. The following table provides our stock-based compensation expense and related income tax benefit for the three-month periods ended March 31, 2016 and 2015 (in thousands).

 

 

2007 Long-Term Incentive Plan

 

The 2007 Long-Term Incentive Plan, as amended (the “2007 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 the receipt of other awards based on our performance, to our employees and non-employee directors.

 

During the three-month period ended March 31, 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 three-month period ended March 31, 2016, we granted 166,677 shares of restricted Class A common stock to an employee, of which 55,559 shares will vest on each of January 31, 2017, 2018 and 2019. During the three-month period ended March 31, 2016, we granted 19,048 shares of restricted common stock to certain non-employee directors, that will vest on January 31, 2017. Also during the three-month period ended March 31, 2016, we granted 51,935 shares of restricted Class A common stock to certain non-employee directors, that will vest on January 31, 2017. During the three-month period ended March 31, 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 vested on January 31, 2017; and 50,106 shares will vest on January 31,2018. Also during the three months ended March 31, 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 three-month period ended March 31, 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 three-month periods ended March 31, 2016 and 2015 is as follows:

 

 

A summary of restricted Class A common stock activity for the three-month periods ended March 31, 2016 and 2015 is as follows:

 

 

 

 

A summary of stock option activity related to our common stock for the three-month periods ended March 31, 2016 and 2015 is as follows:

 

 

During the three-month period ended March 31, 2016, we did not have any stock options outstanding for our Class A common stock. The aggregate intrinsic value of our outstanding stock options was $2.7 million based on the closing market price of our common stock on March 31, 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 three-month period ended March 31, 2016, we acquired various television broadcast stations and broadcast licenses. As a result of these acquisitions, our goodwill and intangible balances increased. See Note 2 “Acquisitions and Dispositions” for more information regarding these transactions. A summary of changes in our goodwill and other intangible assets, on a net basis, for the three-month period ended March 31, 2016 is as follows (in thousands):

 

 

 

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

 

 

Amortization expense for the three months ended March 31, 2016 and 2015 was $3.9 million and $2.8 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 three-month periods ended March 31, 2016 or 2015.

9.     Income Taxes

 

For the three-month periods ended March 31, 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 three-month period ended March 31, 2016, these estimates increased or decreased our statutory Federal income tax rate of 35.0% to our effective income tax rate of 41.6% as follows: state income taxes added 4.3%, permanent differences between our U.S. GAAP income and taxable income added 1.0%, discrete adjustments added 1.6%, and adjustments to our reserve for uncertain tax positions resulted in a reduction of 0.3%. For the three-month period ended March 31, 2015, these estimates increased or decreased our statutory Federal income tax rate of 35.0% to our effective income tax rate of 41.3% as follows: state income taxes added 4.6%, permanent differences between our U.S. GAAP income and taxable income added 1.6% and a discrete share based compensation adjustment added 1.0%, and adjustments to our reserve for uncertain tax positions resulted in a reduction of 0.9%.

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