e8vk
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
Date of Report (Date of earliest event reported) May 10, 2010 (May 10, 2010)
Gray Television, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Georgia
(State or Other Jurisdiction of Incorporation)
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1-13796
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58-0285030 |
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(Commission File Numbers)
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(IRS Employer Identification No.) |
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4370 Peachtree Road, NE, Atlanta, Georgia
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30319 |
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(Address of Principal Executive Offices)
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(Zip Code) |
404-504-9828
(Registrants Telephone Number, Including Area Code)
Not Applicable
(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))
TABLE OF CONTENTS
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 May 10, 2010, Gray Television, Inc. issued a press release reporting its financial results for
the three months ended March 31, 2010. A copy of the press release is attached as Exhibit 99 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) |
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Exhibits |
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99 |
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Press Release issued by Gray Television, Inc. on May 10, 2010 |
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.
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Gray Television, Inc.
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May 10, 2010 |
By: |
/s/ James C. Ryan
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Name: |
James C. Ryan |
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Title: |
Chief Financial Officer and
Senior Vice President |
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Exhibit Index
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Exhibit No. |
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Description |
99
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Press release issued by Gray Television, Inc. on May 10, 2010 |
exv99
Exhibit 99.1
NEWS RELEASE
Gray Reports Operating Results
For the Three Month Period Ended March 31, 2010
Atlanta, Georgia May 10, 2010. . . Gray Television, Inc. (we, us or our) (NYSE: GTN) today
announced results from operations for the three month period (first quarter) ended March 31, 2010
as compared to the three month period ended March 31, 2009.
Highlights:
For the three month period ended March 31, 2010, our total net revenue and broadcast expenses were
as follows:
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Three Months Ended March 31, |
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2010 |
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2009 |
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% Change |
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(in thousands except for percentages) |
Revenues (less agency commissions) |
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$ |
70,482 |
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$ |
61,354 |
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15 |
% |
Operating expenses (before depreciation,
amortization and gain on disposal of assets): |
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Broadcast expense |
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$ |
47,567 |
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$ |
45,654 |
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4 |
% |
Corporate and administrative expense |
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$ |
2,922 |
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$ |
4,046 |
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(28 |
)% |
While we continue to operate our business in a challenging environment, our operating
results from the first quarter of 2010 exceeded our initial forecasts. We experienced improvements
in our core local and national advertising revenue as well as other major revenue categories in the
first quarter of 2010 compared to the first quarter of 2009. We believe we are well positioned to
benefit from expected increases in political advertising in 2010. While our revenues have
increased, we continue to focus on controlling our operating costs.
During 2010, we have also taken a number of actions designed to further strengthen our balance
sheet. On March 31, 2010, we amended our senior credit facility. This amendment modified our
leverage ratio covenant and certain other terms of our senior credit facility and allowed for
additional financial and covenant flexibility. In order to obtain this amendment, we incurred loan
issuance costs of approximately $4.4 million, including legal and professional fees. These fees
were funded from our existing cash balances. As a result of this amendment, we recorded a loss
from early extinguishment of debt of $0.3 million. We were in compliance with all financial
covenants as of March 31, 2010.
On April 29, 2010, we issued $365.0 million of second lien notes due 2015 (the Notes) in a
transaction exempt from the registration requirements of the Securities Act of 1933. We used the
net proceeds from the issuance of the Notes to, among other things, repay $300.0 million in
principal outstanding under our senior credit facility. With the completion of these transactions,
and under the terms of the recently amended senior credit facility, we were able to reduce the
total cost of borrowings under our senior credit facility from an
effective interest rate of LIBOR plus 8.50% to an effective rate of LIBOR plus 4.25% as of
April 29, 2010, achieve additional financial and covenant flexibility, and eliminate certain fees
thereunder.
4370 Peachtree Road, NE * Atlanta, GA 30319
(404) 504-9828 * Fax (404) 261-9607
Also on April 29, 2010, we repurchased approximately $60.7 million in face amount of our
Series D perpetual preferred stock, and $14.9 million in accrued dividends thereon, in exchange for
$50.0 million in cash, using net proceeds from the offering of Notes, and the issuance of 8.5
million shares of our common stock. As a result of that exchange, we reduced the liquidation
amount of our outstanding Series D perpetual preferred stock to $39.3 million, and reduced the
accrued dividends thereon to $9.6 million, as of April 29, 2010.
Comments on Results of Operations for the Three Month Period Ended March 31, 2010:
Revenues.
Total revenues increased $9.1 million, or 15%, to $70.5 million for the three months ended
March 31, 2010 compared to the three months ended March 31, 2009 reflecting increased local,
national, internet and political advertising revenue, retransmission revenue and other revenue.
Local, national and internet advertising revenue increased due to increased spending by advertisers
in an improving economic environment. Political advertising revenues increased due to increased
advertising from political candidates and special interest groups. Net advertising revenue
associated with the broadcast of the 2010 Super Bowl on our seventeen CBS-affiliated stations
approximated $860,000 which was an increase from our approximate $750,000 of Super Bowl revenues
earned in 2009 on our ten NBC-affiliated stations. In addition, the 2010 three month period
benefited from approximately $2.8 million of net revenues earned from the broadcast of the 2010
Winter Olympic Games on our NBC-affiliated stations. There was no corresponding broadcast of
Olympic Games during the three months ended March 31, 2009. Retransmission revenue increased due to
the improved terms of our retransmission contracts compared to those of the three months ended
March 31, 2009. We continued to earn consulting revenue from our agreement with Young Broadcasting,
Inc.
The principal components of our revenue were as follows:
Local advertising revenue increased $4.2 million, or 11%, to $43.5 million.
National advertising revenue increased $1.1 million, or 8%, to $14.0 million.
Internet advertising revenue increased $0.5 million, or 20%, to $3.1
million.
Political advertising revenue increased $1.8 million, or 176%, to $2.8 million.
Retransmission advertising revenue increased $1.0 million, or 27%, to $4.6 million.
Production and other revenue increased $0.1 million, or 5%, to $1.9 million.
Consulting revenue from our agreement with Young Broadcasting, Inc. was $0.6 million
in the first quarter of 2010.
Advertising from the automotive sector improved significantly, increasing by 43% in the first
quarter of 2010 when compared to the three months ended March 31, 2009. Other categories
demonstrating significant improvement in advertising revenues during the first quarter of 2010
compared to the three months ended March 31, 2009 were: supermarkets, increasing 27%; financial and
insurance services, increasing 23%; medical services, increasing 16%; and legal services,
increasing 15%.
Operating expenses.
Broadcast expenses (before depreciation, amortization and gain on disposal of assets)
increased $1.9 million, or 4%, to $47.6 million. This increase was due primarily to increases in
compensation expense of $1.4 million and non-compensation expense of $0.5 million. Compensation
expense increased primarily due to increases in sales incentive compensation of $0.7 million due to
the increase in net advertising revenue discussed above and an increase in pension expense of $0.3
million. As of March 31, 2010 and 2009, we employed 2,172 and 2,218 full and part-time employees, respectively, in our broadcast
operations. Since December 31, 2007, we have decreased the total number of employees in our
broadcast operations by 253 persons, a decrease of 10.4%. Non-compensation related expenses
increased primarily due to an increase in sales related costs of $0.5 million, which were
attributable to the increased net advertising revenue discussed
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Gray Television, Inc. |
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Earnings Release for the three month period ended March 31, 2010
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Page 2 of 9 |
above. The increase in sales
related costs were partially offset by a decrease in electricity expenses due to the discontinuance
of our analog broadcasts.
Corporate and administrative expenses (before depreciation, amortization and gain on disposal
of assets) decreased $1.1 million, or 28%, to $2.9 million due primarily to decreased compensation
and legal expenses. Compensation expense decreased due to a decrease in relocation expenses of $0.4
million and non-cash stock-based compensation of $0.2 million. We incurred expenses related to the
relocation of several general managers during the three months ended March 31, 2009 due to routine
personnel changes. We did not have similar expenses in the three months ended March 31, 2010. We
recorded non-cash stock-based compensation expense during the three month periods ended March 31,
2010 and 2009 of $155,000 and $353,000, respectively. We incurred higher legal fees during the
three months ended March 31, 2009 due to our renegotiation of many of our retransmission consent
contracts. These negotiations were largely completed in 2009 and, as a result, our legal fees
decreased $0.3 million for the three months ended March 31, 2010 compared to the three months ended
March 31, 2009.
Internet Initiatives:
We are currently operating web, mobile and desktop applications in all of our markets. We
have focused on expanding the applicable local content on our websites to drive increased traffic.
Our website page view data for the three months ended March 31, 2010 compared to the three months
ended March 31, 2009 is as follows:
Gray Websites Data
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Three Months Ended March 31, |
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% |
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2010 |
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2009 |
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Change |
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(in millions) |
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Advertising impressions generated |
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649 |
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601 |
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8 |
% |
Mobile page views |
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31 |
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19 |
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63 |
% |
Total page views (including mobile page views) |
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230 |
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186 |
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24 |
% |
We attribute the increase in our website traffic to increased posting of local content
and public awareness of our websites resulting from our on-air promotion of our websites.
Our aggregate internet revenues are derived from two sources. The first source is advertising
or sponsorship opportunities directly on our websites. We call this direct internet revenue.
The other revenue source is television advertising time purchased by our clients to directly
promote their involvement in our websites. We refer to this internet revenue source as
internet-related commercial time sales.
We anticipate our direct internet revenue will grow at a faster pace in the future relative to
our internet-related commercial time sales.
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Gray Television, Inc. |
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Earnings Release for the three month period ended March 31, 2010
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Page 3 of 9 |
Other Financial Data:
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As of |
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March 31, |
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December 31, |
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2010 |
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2009 |
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(in thousands) |
Cash |
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$ |
13,664 |
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$ |
16,000 |
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Long-term debt, including current portion |
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789,789 |
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791,809 |
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Long-term accrued facility fee |
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24,245 |
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18,307 |
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Preferred stock(1) |
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93,687 |
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93,386 |
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Borrowing availability under our senior credit facility |
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40,000 |
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31,681 |
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Three Months Ended March 31, |
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2010 |
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2009 |
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(in thousands) |
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Net cash provided by (used in) operating activities |
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$ |
6,986 |
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$ |
(1,296 |
) |
Net cash used in investing activities |
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(3,185 |
) |
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(5,469 |
) |
Net cash used in financing activities |
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(6,137 |
) |
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(9,027 |
) |
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Net decrease in cash |
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$ |
(2,336 |
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$ |
(15,792 |
) |
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(1) |
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As of March 31, 2010, preferred stock does not include unaccreted original issuance
costs and accrued preferred stock dividends of $6.3 million and $23.2 million,
respectively. As of December 31, 2009, preferred stock does not include unaccreted
original issuance costs and accrued preferred stock dividends of $6.6 million and $18.9
million, respectively. |
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Gray Television, Inc. |
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Earnings Release for the three month period ended March 31, 2010
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Page 4 of 9 |
Detailed table of operating results:
Gray Television, Inc.
Selected Operating Data (Unaudited)
(in thousands except for per share data and percentages)
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Three Months Ended March 31, |
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% |
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2010 |
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2009 |
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Change |
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Revenues (less agency commissions) |
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$ |
70,482 |
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$ |
61,354 |
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15 |
% |
Operating expenses: |
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Operating expenses before depreciation,
amortization and gain on disposal of assets, net: |
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47,567 |
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45,654 |
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4 |
% |
Corporate and administrative |
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2,922 |
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4,046 |
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(28 |
)% |
Depreciation |
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7,975 |
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8,261 |
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(3 |
)% |
Amortization of intangible assets |
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122 |
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149 |
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(18 |
)% |
Gain on disposals of assets, net |
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(44 |
) |
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(1,522 |
) |
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(97 |
)% |
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58,542 |
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56,588 |
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3 |
% |
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Operating income |
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11,940 |
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4,766 |
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151 |
% |
Other income (expense): |
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Miscellaneous income, net |
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39 |
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12 |
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225 |
% |
Interest expense |
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(19,611 |
) |
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(10,113 |
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94 |
% |
Loss from early extinguishment of debt |
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(349 |
) |
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(8,352 |
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(96 |
)% |
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Loss before income tax benefit |
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(7,981 |
) |
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(13,687 |
) |
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(42 |
)% |
Income tax benefit |
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(3,238 |
) |
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(4,767 |
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(32 |
)% |
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Net loss |
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(4,743 |
) |
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(8,920 |
) |
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(47 |
)% |
Preferred dividends (including accretion of issuance
cost of $301 and $301, respectively) |
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4,551 |
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4,051 |
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12 |
% |
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Net loss available to common stockholders |
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$ |
(9,294 |
) |
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$ |
(12,971 |
) |
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(28 |
)% |
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Basic and diluted per share information: |
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Net loss available to common stockholders |
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$ |
(0.19 |
) |
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$ |
(0.27 |
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(30 |
)% |
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Weighted-average shares outstanding |
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48,565 |
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48,489 |
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0 |
% |
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Political revenue (less agency commission) |
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$ |
2,783 |
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$ |
1,009 |
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|
176 |
% |
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Gray Television, Inc. |
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Earnings Release for the three month period ended March 31, 2010
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Page 5 of 9 |
Guidance for the Three Months Ending June 30, 2010 (the Second Quarter of 2010)
We currently anticipate that our broadcasting results of operations for the three month period
ending June 30, 2010 will approximate the ranges presented in the table below.
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Three Months Ended June 30, |
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2010 |
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% Change |
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2010 |
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% Change |
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Guidance |
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From |
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Guidance |
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From |
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Low |
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Actual |
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High |
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Actual |
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Actual |
Selected operating data: |
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Range |
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2009 |
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Range |
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2009 |
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2009 |
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(dollars in thousands) |
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OPERATING REVENUES: |
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Revenues (less agency commissions) |
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$ |
73,000 |
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12 |
% |
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$ |
74,000 |
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14 |
% |
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$ |
65,057 |
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OPERATING EXPENSES: |
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(before depreciation, amortization
and other expenses) |
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Broadcast |
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$ |
47,500 |
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5 |
% |
|
$ |
48,000 |
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|
6 |
% |
|
$ |
45,167 |
|
Corporate and administrative |
|
$ |
3,200 |
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(11 |
)% |
|
$ |
3,500 |
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|
(3 |
)% |
|
$ |
3,592 |
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Other selected data: |
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Political advertising revenues (less
agency commissions) |
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$ |
5,000 |
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|
431 |
% |
|
$ |
5,500 |
|
|
|
484 |
% |
|
$ |
942 |
|
Comments on Guidance:
Net Revenue.
Based on our current forecast, we currently believe our second quarter of 2010 local revenue,
excluding political revenue, will increase from the three months ended June 30, 2009 (the second
quarter of 2009) by approximately 6%. We currently believe our second quarter of 2010 national
revenue, excluding political revenue, will increase from the second quarter of 2009 by
approximately 6%.
We anticipate our second quarter of 2010 internet revenue will increase from the second
quarter of 2009 by approximately 16%.
We anticipate our second quarter of 2010 political advertising revenue will increase to
approximately $5.5 million.
We anticipate that our retransmission consent revenues during the second quarter of 2010 will
increase approximately $0.5 million, to a total of approximately $4.4 million, reflecting the
successful retransmission negotiations concluded in 2009 and 2010.
We estimate our consulting revenue will increase to $0.6 million for the second quarter of
2010.
Broadcast Operating Expense (before depreciation, amortization and gain/loss on disposal of
assets).
The anticipated increase in broadcast operating expense for the second quarter 2010 compared
to the second quarter of 2009 is due primarily to modest anticipated increases in base compensation
expense, commissions associated with higher anticipated revenue and increased pension expense.
Corporate and Administrative Expense (before depreciation, amortization and gain/loss on disposal
of assets).
The anticipated decrease in corporate expense for the second quarter of 2010 compared to the
second quarter of 2009 is due primarily to an expected decrease in non-cash stock-based
compensation and legal expenses.
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|
Gray Television, Inc. |
|
|
Earnings Release for the three month period ended March 31, 2010
|
|
Page 6 of 9 |
Net Revenue by Category:
The table below presents our net revenue by type for the three month periods ended March 31,
2010 and 2009, respectively (dollars in thousands):
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|
|
Three Months Ended March 31, |
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2010 |
|
|
2009 |
|
|
|
|
|
|
|
Percent |
|
|
|
|
|
|
Percent |
|
|
|
Amount |
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|
of Total |
|
|
Amount |
|
|
of Total |
|
Broadcasting net revenues: |
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|
|
|
|
|
|
|
Local |
|
$ |
43,511 |
|
|
|
61.7 |
% |
|
$ |
39,286 |
|
|
|
64.0 |
% |
National |
|
|
13,951 |
|
|
|
19.8 |
% |
|
|
12,875 |
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|
21.0 |
% |
Internet |
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|
3,072 |
|
|
|
4.4 |
% |
|
|
2,564 |
|
|
|
4.2 |
% |
Political |
|
|
2,783 |
|
|
|
3.9 |
% |
|
|
1,009 |
|
|
|
1.6 |
% |
Retransmission consent |
|
|
4,639 |
|
|
|
6.6 |
% |
|
|
3,640 |
|
|
|
5.9 |
% |
Production and other |
|
|
1,932 |
|
|
|
2.7 |
% |
|
|
1,842 |
|
|
|
3.0 |
% |
Network compensation |
|
|
44 |
|
|
|
0.1 |
% |
|
|
138 |
|
|
|
0.3 |
% |
Consulting revenue |
|
|
550 |
|
|
|
0.8 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
70,482 |
|
|
|
100.0 |
% |
|
$ |
61,354 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate internet revenues presented above are derived from: (i) direct internet
revenue and (ii) internet related commercial time sales.
Conference Call Information
Gray Television, Inc. will host a conference call to discuss its first quarter operating
results on May 10, 2010. The call will begin at 11:00 AM Eastern Time. The live dial-in number is
1-877-741-4241 and the confirmation code is 7649421. The call will be webcast live and available
for replay at www.gray.tv. The taped replay of the conference call will be available at
1-888-203-1112, Confirmation Code: 7649421 until June 9, 2010.
|
|
|
|
Gray Television, Inc. |
|
|
Earnings Release for the three month period ended March 31, 2010
|
|
Page 7 of 9 |
Reconciliation:
Reconciliation of net loss to the non-GAAP terms:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(in thousands) |
|
Net loss |
|
$ |
(4,743 |
) |
|
$ |
(8,920 |
) |
Adjustments to reconcile from net loss to Broadcast Cash Flow Less
Cash Corporate Expenses: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
7,975 |
|
|
|
8,261 |
|
Amortization of intangible assets |
|
|
122 |
|
|
|
149 |
|
Non-cash stock-based compensation |
|
|
155 |
|
|
|
353 |
|
Gain on disposals of assets, net |
|
|
(44 |
) |
|
|
(1,522 |
) |
Miscellaneous (income) expense, net |
|
|
(39 |
) |
|
|
(12 |
) |
Interest expense |
|
|
19,611 |
|
|
|
10,113 |
|
Loss on early extinguishment of debt |
|
|
349 |
|
|
|
8,352 |
|
Income tax benefit |
|
|
(3,238 |
) |
|
|
(4,767 |
) |
Amortization of program broadcast rights |
|
|
3,853 |
|
|
|
3,770 |
|
Common stock contributed to 401(k) plan
excluding corporate 401(k) contributions |
|
|
7 |
|
|
|
(41 |
) |
Network compensation revenue recognized |
|
|
(44 |
) |
|
|
(138 |
) |
Network compensation per network affiliation agreement |
|
|
(16 |
) |
|
|
30 |
|
Payments for program broadcast rights |
|
|
(3,875 |
) |
|
|
(3,856 |
) |
|
|
|
|
|
|
|
Broadcast Cash Flow Less Cash Corporate Expenses |
|
|
20,073 |
|
|
|
11,772 |
|
Corporate and administrative expenses excluding
amortization of non-cash stock-based compensation |
|
|
2,767 |
|
|
|
3,693 |
|
|
|
|
|
|
|
|
Broadcast Cash Flow |
|
$ |
22,840 |
|
|
$ |
15,465 |
|
|
|
|
|
|
|
|
Non-GAAP Terms
This press release includes the non-GAAP financial measure of Broadcast Cash Flow and
Broadcast Cash Flow Less Cash Corporate Expenses. These non-GAAP amounts are used by us to
approximate the amount used to calculate a key financial performance covenant contained in our
senior credit facility. Broadcast Cash Flow is defined as operating income plus corporate expense,
depreciation and amortization (including amortization of program broadcast rights), impairment,
non-cash compensation and (gain) loss on disposal of assets and cash payments received or
receivable under network affiliation agreements, less payments for program broadcast obligations
and less network compensation revenue, net of income taxes. Corporate expenses (excluding
depreciation, amortization and non-cash stock-based compensation) are deducted from Broadcast Cash
Flow to calculate Broadcast Cash Flow Less Cash Corporate Expenses. These non-GAAP terms are
used in addition to and in conjunction with results presented in accordance with GAAP and should be
considered as supplements to, and not as substitutes for, net loss and cash flows reported in
accordance with GAAP.
|
|
|
|
Gray Television, Inc. |
|
|
Earnings Release for the three month period ended March 31, 2010
|
|
Page 8 of 9 |
The Company
Gray Television, Inc. is a television broadcast company headquartered in Atlanta, GA. Gray
currently operates 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
its 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 second quarter of 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 May 10, 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 Managements
Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on
Form 10-K for the year ended December 31, 2009 and in subsequently filed reports, which are filed
with the U.S. Securities and Exchange Commission (the SEC) and available at the SECs 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. |
|
|
Earnings Release for the three month period ended March 31, 2010
|
|
Page 9 of 9 |