UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 16, 2010
Gray Television, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Georgia
(State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction of Incorporation)
| 1-13796 | 58-0285030 | |
| (Commission File Numbers) | (IRS Employer Identification No.) | |
| 4370 Peachtree Road, Atlanta, Georgia | 30319 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
404-504-9828
(Registrant’s Telephone Number, Including Area Code)
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions ( see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
The information set forth under this Item 2.02 is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such filing.
On March 15, 2010, Gray Television Inc. issued a press release reporting its preliminary financial
results for the three-month period and year ended December 31, 2009. A copy of the press release is
hereby attached as Exhibit 99 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99 | Press Release issued by Gray Television Inc. on March 15, 2009 |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Gray Television Inc. |
||||
| March 17, 2010 | By: | /s/ James C. Ryan | ||
| Name: | James C. Ryan | |||
| Title: | Chief Financial Officer and Senior Vice President | |||
Exhibit Index
| Exhibit No. | Description | |
99
|
Press release issued by Gray Television Inc. on March 15, 2010 |
Exhibit 99
Gray
Television, Inc.
Television, Inc.
NEWS RELEASE
Gray Reports Preliminary Operating Results
For the Three-Month Period and Year Ended December 31, 2009
Atlanta, Georgia — March 15, 2010. . . Gray Television, Inc. (“Gray,” “we” or “us”)
(NYSE: GTN) today announced results from operations that it expects to report for the three-month
period and year ended December 31, 2009.
While we continue to operate our business in a challenging environment, the operating
results we expect to report following completion of the audit of our financial statements are
better than we had initially forecasted. We have seen some improvements in our core local and
national advertising revenue and believe we are well positioned to benefit from expected increases
in political advertising in 2010. Our preliminary operating results for the three-month period and
the year ended December 31, 2009 include the following:
Highlights for the Three-Month Period Ended December 31, 2009 (Unaudited):
| Three Months Ended December 31, | ||||||||||||
| 2009 | 2008 | % Change | ||||||||||
| (in thousands, except for percentages) | ||||||||||||
Revenues (less agency commissions) |
$ | 77,517 | $ | 94,803 | (18 | )% | ||||||
Operating expenses (before depreciation, amortization,
impairment and gain on disposal of assets): |
||||||||||||
Broadcast expense |
$ | 50,589 | $ | 51,189 | (1 | )% | ||||||
Corporate and administrative expense |
$ | 3,222 | $ | 4,082 | (21 | )% | ||||||
Revenue Highlights for the Three-Month Period Ended December 31, 2009 (Unaudited):
Local advertising revenue increased $2.1 million, or 5%, to $47.1 million.
National advertising revenue decreased $0.2 million, or 1%, to $15.9 million.
Internet advertising revenue remained unchanged at $3.2 million.
Political advertising revenue decreased $22.4 million, or 82%, to $5.0 million.
Retransmission consent revenue increased $2.9 million, or 346%, to $3.7 million.
Production and other revenue decreased $0.2 million, or 10%, to $1.9 million.
Consulting revenue from the Young Broadcasting Agreement equaled $0.6 million in the fourth
quarter of 2009.
4370 Peachtree Road, NE * Atlanta, GA 30319
(404) 504-9828 * Fax (404) 261-9607
(404) 504-9828 * Fax (404) 261-9607
Highlights for the Year Ended December 31, 2009 (Unaudited):
| Year Ended December 31, | ||||||||||||
| 2009 | 2008 | % Change | ||||||||||
| (in thousands, except for percentages) | ||||||||||||
Revenues (less agency commissions) |
$ | 270,374 | $ | 327,176 | (17 | )% | ||||||
Operating expenses (before depreciation, amortization,
impairment and gain on disposal of assets): |
||||||||||||
Broadcast expense |
$ | 187,583 | $ | 199,572 | (6 | )% | ||||||
Corporate and administrative expense |
$ | 14,168 | $ | 14,097 | 1 | % | ||||||
Revenue Highlights for the Year Ended December 31, 2009 (Unaudited):
Local advertising revenue decreased $15.7 million, or 8%, to $170.8 million.
National advertising revenue decreased $14.5 million, or 21%, to $53.9 million.
Internet advertising revenue decreased $0.4 million, or 4%, to $11.4 million.
Political advertising revenue decreased $38.5 million, or 79%, to $10.0 million.
Retransmission consent revenue increased $12.6 million, or 414%, to $15.6 million.
Production and other revenue decreased $1.0 million, or 13%, to $7.1 million.
Consulting revenue resulting from the Young Broadcasting Agreement equaled $0.9 million for the
year ended December 31, 2009.
Other Financial Data (Unaudited):
| December 31, | December 31, | |||||||
| 2009 | 2008 | |||||||
| (in thousands) | ||||||||
Cash |
$ | 16,000 | $ | 30,649 | ||||
Long-term debt, including current portion(1) |
$ | 791,809 | $ | 800,380 | ||||
Preferred stock(2) |
$ | 93,386 | $ | 92,183 | ||||
| (1) | As of December 31, 2009, long-term debt, including current portion, does not include our accrued facility fee of $18.3 million. | |
| (2) | As of December 31, 2009, preferred stock does not include unaccreted original issuance costs and accrued preferred stock dividends of $6.6 million and $18.9 million, respectively. As of December 31, 2008, preferred stock does not include unaccreted original issuance costs and accrued preferred stock dividends of $7.8 million and $3.0 million, respectively. |
| Gray Television, Inc. | ||
| Preliminary Earnings Release for the three-month period and year ended December 31, 2009 | Page 2 of 3 |
Senior Credit Facility:
Our senior credit facility requires us to maintain compliance with various financial
covenants, including keeping our leverage ratio below certain maximum amounts. The continuing
general economic recession, including the significant decline in advertising by the automotive
industry, has adversely impacted our ability to generate cash from operations during 2009 and
continuing into the first quarter of 2010. Compliance with the leverage ratio covenant on and after
March 31, 2010, when it reduces from 8.75 to 7.0, will depend on the interrelationship of our
ability to reduce outstanding debt and the results of our operations during future periods. Based
upon our financial projections as of the date of this press release, we do not expect to be in
compliance with our leverage ratio as of March 31, 2010. We have commenced discussions with
lenders under the senior credit facility to seek certain modifications to the terms of that credit
facility, including the leverage ratio covenant. However, we can provide no assurances that any
amendment, or waiver of such covenant provisions, would be obtained by us nor of its terms. If we
are unable to obtain any required amendment or waiver on satisfactory terms to us, we would be in
default under the senior credit facility and any such default could have a material effect on our
liquidity and could allow the lenders that hold a majority of the outstanding debt under our
facility to demand an acceleration of the repayment of all outstanding amounts under our senior
credit facility.
Reporting of Full Financial Results for 2009
We expect to report full financial results for 2009 following completion of our discussions
with our lenders, the completion of the audit of our financial statements for 2009 and in
connection with the filing of our Annual Report on Form 10-K for the year ended December 31, 2009.
Gray Television, Inc.
Gray Television, Inc. is a television broadcast company headquartered in Atlanta, Georgia. We
currently operate 36 television stations serving 30 markets. Each of the stations are affiliated
with either CBS (17 stations), NBC (10 stations), ABC (8 stations) or FOX (1 station). In
addition, we currently operate 39 digital second channels including 1 ABC, 4 FOX, 7 CW, 18
MyNetworkTV, 2 Universal Sports Network affiliates and 7 local news/weather channels in certain of
our existing markets.
Cautionary Statements for Purposes of the “Safe Harbor” Provisions of the Private Securities
Litigation Reform Act
This press release contains statements that constitute “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws.
These “forward-looking statements” are not statements of historical facts, and may include, among
other things, statements regarding our current expectations and beliefs of operating results for
the year ending December 31, 2009 and 2010 or other periods, internet strategies, future expenses
and other future events. Actual results are subject to a number of risks and uncertainties and may
differ materially from the current expectations and beliefs discussed in this press release. All
information set forth in this release and its attachments is as of March 15, 2010. We do not
intend, and undertake no duty, to update this information to reflect future events or
circumstances. Information about certain potential factors that could affect our business and
financial results and cause actual results to differ materially from those expressed or implied in
any forward-looking statements are included under the captions “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on
Form 10-K for the year ended December 31, 2008 and in subsequently filed quarterly reports on Form
10-Q, which are on file with the SEC and available at the SEC’s website at www.sec.gov.
For information contact:
|
Web site: www.gray.tv | |
Bob Prather
|
Jim Ryan | |
President and Chief Operating Officer
|
Senior V. P. and Chief Financial Officer | |
(404) 266-8333
|
(404) 504-9828 |
| Gray Television, Inc. | ||
| Preliminary Earnings Release for the three-month period and year ended December 31, 2009 | Page 3 of 3 |