gtn20150804_8k.htm

 

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) August 5, 2015 (August 5, 2015)

 

Gray Television, Inc.     

(Exact Name of Registrant as Specified in Its Charter)

 

Georgia

(State or Other Jurisdiction of Incorporation)

 

1-13796

 

58-0285030

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

4370 Peachtree Road, NE, Atlanta, Georgia

 

30319

(Address of Principal Executive Offices)

 

(Zip Code)

 

404-504-9828

(Registrant’s 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):

 

     ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     ☐ 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.

 

On August 5, 2015, Gray Television, Inc. (the “Company”) issued a press release reporting its financial results for the three and six-month periods ended June 30, 2015. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

 

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, 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.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)     Exhibits

 

99.1

Press release issued by Gray Television, Inc. on August 5, 2015

 

 
 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Gray Television, Inc.

 

 

 

 

August 5, 2015 

By:  

 /s/ James C. Ryan

 

 

 

Name:  

James C. Ryan 

 

         

 

 

Title:  

Chief Financial Officer and Senior Vice President 

 

  

 
 

 

 

Exhibit Index

 

 

Exhibit

No.

 

Description

99.1

 

Press release issued by Gray Television, Inc. on August 5, 2015

  

ex99-1.htm

EXHIBIT 99.1

NEWS RELEASE

 

Gray Reports Record Operating Results for the Three and Six-Month Periods Ended June 30, 2015

 

Atlanta, Georgia – August 5, 2015. . . Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN and GTN.A) today announced results of operations for the three and six-month periods ended June 30, 2015 as compared to the three and six-month periods ended June 30, 2014, including record revenues, record net income and record broadcast cash flow (a non-GAAP measure). During the three and six-month periods ended June 30, 2015, Gray achieved free cash flow per diluted weighted average share of $0.38 and $0.75, respectively, and net income per diluted weighted average share of $0.17 and $0.27, respectively. 

 

Highlights:

 

 

Record Revenue – Our revenue for the second quarter of 2015, was $143.5 million, which was the highest for any second quarter in our history. Total revenue increased $36.2 million, or 34%, for the second quarter of 2015, compared to the second quarter of 2014. Our revenue for the six-month period ended June 30, 2015, was $276.8 million, which was also the highest for any first six-months in our history. Total revenue increased $78.2 million, or 39%, for the six-month period ended June 30, 2015 compared to the six-month period ended June 30, 2014.

 

 

Record Broadcast Cash Flow - Our broadcast cash flow for the second quarter of 2015, was $57.2 million, which was the highest for any second quarter in our history. Our broadcast cash flow for the six-month period ended June 30, 2015 was $104.0 million, which was also the highest for any six-month period ending June 30 in our history.

 

 

Record Net Income – Our net income for the second quarter of 2015, was $12.1 million, which was the highest for any second quarter in our history. Our net income for the six-month period ended June 30, 2015, was $17.7 million, which was also the highest for any first six-months in our history.

 

 

Record Retransmission Revenue – Our retransmission revenue increased significantly to $36.9 million in the second quarter of 2015, which was the highest for any second quarter in our history. Our retransmission revenue for the six-month period ended June 30, 2015, was $73.2 million, which was also the highest for any first six-months in our history.

 

 

Cash – As of June 30, 2015, our total cash and cash equivalents on hand was $222.2 million. On July 1, 2015 we used $77.4 million to complete our acquisitions, described below.

 

 

Total Leverage Ratio – As of June 30, 2015, we had reduced our total leverage ratio to 5.7 times on a trailing eight-quarter basis (calculated under the terms of our senior credit facility); netting all cash on our balance sheet further reduced our total leverage ratio to 4.8 times.

 

 

Acquisitions – On July 1, 2015, we completed five acquisitions: KMVT-TV (CBS) and KSVT-TV (FOX) in Twin Falls, Idaho (the “Twin Falls Acquisition”);WAGM-TV (CBS/FOX) in Presque Isle, Maine (the “Presque Isle Acquisition”); KOSA-TV (CBS) in Odessa, Texas (the “Odessa Acquisition”); certain non-licensed assets including programming streams of WFXS (FOX) in Wausau, Wisconsin (the “Wausau Acquisition”); and certain non-licensed assets including programming streams of KVTV (CBS) in Laredo, Texas (the “Laredo Acquisition”, and, collectively with the foregoing transactions, the “2015 Acquired Stations”).

 

 

Dispositions – On July 1, 2015, we announced the sale of KBGF-TV (NBC) in Great Falls, Montana and KTVH-TV (NBC and CW) in Helena, Montana. In addition, we announced the donation of KMTF-TV (now dark) in Helena, Montana to Montana State University (“MSU”). This donation will allow MSU to operate a full power PBS affiliated television station in the state’s capital for the first time in the history of the statewide PBS network that MSU operates. Both of these transactions are subject to FCC approval and are expected to be completed in the third quarter.

 

 

Pension Plan – On June 30, 2015, we froze our active pension plan, reducing our liability by $12.3 million, before tax. This was recognized as a reduction in our accumulated other comprehensive loss, and had no effect on our net income. Effective on July 1, 2015, we began to redirect employer contributions to our 401(k) retirement plan.

 

4370 Peachtree Road, NE, Atlanta, GA 30319  |  P 404.504.9828  F 404.261.9607  |  www.gray.tv
 

 

 

Selected Operating Data on As-Reported Basis:

 

   

Three Months Ended June 30,

 
                   

% Change

           

% Change

 
                    2015 to             2015 to  
   

2015

   

2014

   

2014

   

2013

   

2013

 
   

(dollars in thousands, except per share data)

 

Revenue (less agency commissions):

                                       

Total

  $ 143,464     $ 107,249       34 %   $ 84,285       70 %

Political

  $ 2,197     $ 8,616       (75 )%   $ 751       193 %
                                         

Operating expenses (1):

                                       

Broadcast

  $ 86,445     $ 66,002       31 %   $ 51,807       67 %

Corporate and administrative

  $ 6,444     $ 9,848       (35 )%   $ 5,293       22 %
                                         

Net income

  $ 12,110     $ 1,591       661 %   $ 5,144       135 %
                                         

Non-GAAP Cash Flow (2):

                                       

Broadcast Cash Flow

  $ 57,244     $ 40,530       41 %   $ 32,307       77 %

Broadcast Cash Flow Less

                                       

Cash Corporate Expenses

  $ 51,591     $ 31,408       64 %   $ 28,342       82 %

Free Cash Flow

  $ 27,388     $ 8,881       208 %   $ 9,925       176 %
                                         

Free Cash Flow Per Share:

                                       

Basic

  $ 0.38     $ 0.15             $ 0.17          

Diluted

  $ 0.38     $ 0.15             $ 0.17          

 

   

Six Months Ended June 30,

 
                   

% Change

           

% Change

 
                    2015 to             2015 to  
   

2015

   

2014

   

2014

   

2013

   

2013

 
   

(dollars in thousands, except per share data)

 

Revenue (less agency commissions):

                                       

Total

  $ 276,767     $ 198,546       39 %   $ 162,454       70 %

Political

  $ 3,356     $ 11,408       (71 )%   $ 1,392       141 %
                                         

Operating expenses (1):

                                       

Broadcast

  $ 173,292     $ 126,386       37 %   $ 105,301       65 %

Corporate and administrative

  $ 13,291     $ 16,347       (19 )%   $ 9,117       46 %
                                         

Net income

  $ 17,705     $ 2,868       517 %   $ 6,014       194 %
                                         

Non-GAAP Cash Flow (2):

                                       

Broadcast Cash Flow

  $ 103,968     $ 71,149       46 %   $ 56,816       83 %

Broadcast Cash Flow Less

                                       

Cash Corporate Expenses

  $ 92,218     $ 56,881       62 %   $ 49,163       88 %

Free Cash Flow

  $ 49,379     $ 16,334       202 %   $ 12,062       309 %
                                         

Free Cash Flow Per Share:

                                       

Basic

  $ 0.76     $ 0.28             $ 0.21          

Diluted

  $ 0.75     $ 0.28             $ 0.21          

 

(1) Excludes depreciation, amortization, and loss on disposal of assets.

(2) See definition of non-GAAP terms and reconciliation of the non-GAAP amounts to net income included elsewhere herein.

  

Gray Television, Inc.
Earnings Release for the three and six-month periods ended June 30, 2015
Page 2 of 18

 

 

Selected Operating Data on Combined Historical Basis:

 

   

Three Months Ended June 30,

 
                   

% Change

           

% Change

 
                    2015 to             2015 to  
   

2015

   

2014

   

2014

   

2013

   

2013

 
   

(dollars in thousands, except per share data)

 

Revenue (less agency commissions):

                                       

Total

  $ 143,464     $ 133,793       7 %   $ 115,924       24 %

Political

  $ 2,197     $ 10,416       (79 )%   $ 925       138 %
                                         

Operating expenses (1):

                                       

Broadcast

  $ 86,445     $ 80,364       8 %   $ 71,220       21 %

Corporate and administrative

  $ 6,444     $ 9,848       (35 )%   $ 5,293       22 %
                                         

Net income

  $ 12,110     $ 38,542       (69 )%   $ 7,256       67 %
                                         

Non-GAAP Cash Flow (2):

                                       

Broadcast Cash Flow

  $ 57,244     $ 54,470       5 %   $ 44,770       28 %

Broadcast Cash Flow Less

                                       

Cash Corporate Expenses

  $ 51,591     $ 44,973       15 %   $ 39,874       29 %

Operating Cash Flow as defined in the Senior Credit Facility

  $ 51,947     $ 50,510       3 %   $ 44,001       18 %

Free Cash Flow

  $ 27,388     $ 25,521       7 %   $ 18,366       49 %
                                         

Free Cash Flow Per Share:

                                       

Basic

  $ 0.38     $ 0.44             $ 0.32          

Diluted

  $ 0.38     $ 0.44             $ 0.32          

 

   

Six Months Ended June 30,

 
                   

% Change

           

% Change

 
                    2015 to             2015 to  
   

2015

   

2014

   

2014

   

2013

   

2013

 
   

(dollars in thousands, except per share data)

 

Revenue (less agency commissions):

                                       

Total

  $ 276,767     $ 254,581       9 %   $ 224,117       23 %

Political

  $ 3,356     $ 13,940       (76 )%   $ 1,645       104 %
                                         

Operating expenses (1):

                                       

Broadcast

  $ 173,292     $ 158,196       10 %   $ 144,369       20 %

Corporate and administrative

  $ 13,291     $ 16,347       (19 )%   $ 9,117       46 %
                                         

Net income

  $ 17,705     $ 16,382       8 %   $ 9,035       96 %
                                         

Non-GAAP Cash Flow (2):

                                       

Broadcast Cash Flow

  $ 103,968     $ 97,008       7 %   $ 80,045       30 %

Broadcast Cash Flow Less

                                       

Cash Corporate Expenses

  $ 92,218     $ 81,701       13 %   $ 71,030       30 %

Operating Cash Flow as defined in the Senior Credit Facility

  $ 94,975     $ 88,224       8 %   $ 76,721       24 %

Free Cash Flow

  $ 49,379     $ 42,050       17 %   $ 25,526       93 %
                                         

Free Cash Flow Per Share:

                                       

Basic

  $ 0.76     $ 0.73             $ 0.44          

Diluted

  $ 0.75     $ 0.72             $ 0.44          

 

(1) Excludes depreciation, amortization, and loss on disposal of assets.

(2) See definition of non-GAAP terms and reconciliation of the non-GAAP amounts to net income included elsewhere herein.

 

Gray Television, Inc.
Earnings Release for the three and six-month periods ended June 30, 2015
Page 3 of 18

 

 

Comments on Results of Operations for the Second Quarter of 2015:

 

Revenue (less agency commissions) by Category:

 

The table below presents our revenue (less agency commissions) or “net revenue” by category for the three-month periods ended June 30, 2015 and 2014, respectively:

 

   

Three Months Ended June 30,

 
   

2015

   

2014

 
           

Percent

           

Percent

 
   

Amount

   

of Total

   

Amount

   

of Total

 

Revenue (less agency commissions):

                               

Local

  $ 76,053       53.0 %   $ 56,678       52.8 %

National

    18,949       13.2 %     14,826       13.8 %

Internet

    7,038       4.9 %     7,206       6.7 %

Political

    2,197       1.5 %     8,616       8.0 %

Retransmission consent

    36,909       25.7 %     17,659       16.5 %

Other

    2,318       1.7 %     2,264       2.2 %

Total

  $ 143,464       100.0 %   $ 107,249       100.0 %

 

 

Revenue on As-Reported Basis.

 

Total revenue increased $36.2 million, or 34%, to $143.5 million for the second quarter of 2015, compared to the second quarter of 2014. For the second quarters of 2015 and 2014, revenue from the stations we acquired in various transactions in 2014 (the “2014 Acquired Stations”) accounted for approximately $34.5 million and $5.2 million of our total revenue, respectively.

 

The principal components of our revenue for the second quarter of 2015, compared to the second quarter of 2014, were as follows:

 

 

Local advertising revenue increased $19.4 million, or 34%, to $76.1 million;

 

 

National advertising revenue increased $4.1 million, or 28%, to $18.9 million;

 

 

Internet advertising revenue decreased $0.2 million, or 2%, to $7.0 million;

 

 

Political advertising revenue decreased $6.4 million, or 75%, to $2.2 million, reflecting the “off-year” of the two-year election cycle;

 

 

Retransmission consent revenue increased $19.3 million, or 109%, to $36.9 million; and

 

 

Other revenue increased $0.1 million, or 2%, to $2.3 million.

 

Our revenues increased primarily due to the revenue from the 2014 Acquired Stations and increases in retransmission consent revenue at all of our stations. Our local advertising revenue increased primarily due to increased spending in an improving economy. Political advertising revenue decreased due to 2015 being the “off year” of the two-year election cycle. Retransmission consent revenue increased due to increased retransmission consent rates. 

 

Within our local and national advertising revenue categories, and excluding revenue from the 2014 Acquired Stations, our five largest customer categories experienced the following changes during the second quarter of 2015 compared to the second quarter of 2014:

 

 

Automotive decreased 2%;

 

 

Medical increased 14%;

 

 

Restaurant decreased less than 1%;

 

 

Furniture and appliances increased11%; and

 

 

Communications decreased 3%.

  

Gray Television, Inc.
Earnings Release for the three and six-month periods ended June 30, 2015
Page 4 of 18

 

 

Revenue on Combined Historical Basis.

 

In order to provide more meaningful period over period comparisons, we are also presenting herein certain historical revenue and broadcast expense information on a "Combined Historical Basis." Combined Historical Basis reflects financial results that have been prepared by adding Gray's historical revenue and broadcast expenses with the historical revenue and broadcast expenses of each of the 2014 Acquired Stations from January 1, 2013, but it does not include any adjustments for other events attributable to the acquisitions except that “Combined Historical Free Cash Flow” gives effect to the financings related to acquisitions completed in 2014 and 2013, as if the financing occurred at the beginning of the 2013 period.  

 

On a Combined Historical Basis, total revenue increased $9.7 million, or 7%, to $143.5 million in the second quarter of 2015 as compared to the second quarter of 2014. The Combined Historical Basis components of revenue for the second quarter of 2015, compared to the second quarter of 2014, were approximately as follows:

 

 

Local advertising revenue increased $4.5 million, or 6%, to $76.1 million;

 

 

National advertising revenue increased $0.8 million, or 4%, to $18.9 million;

 

 

Combined local and national advertising revenue increased $5.3 million, or 6%, to $95.0 million;

 

 

Internet advertising revenue decreased $0.7 million, or 10%, to $7.0 million;

 

 

Political advertising revenue decreased $8.2 million, or 79%, to $2.2 million, reflecting the “off-year” of the two-year election cycle;

 

 

Retransmission consent revenue increased $15.1 million, or 70%, to $36.9 million; and

 

 

Other revenue decreased $1.8 million, or 43%, to $2.3 million.

 

Within our local and national advertising revenue categories, and including revenue from the 2014 Acquired Stations, our five largest customer categories experienced the following changes during the second quarter of 2015, compared to the second quarter of 2014:

 

 

Automotive decreased less than 1%;

 

 

Medical increased 13%;

 

 

Restaurant increased 2%;

 

 

Furniture and appliances increased 10%; and

 

 

Communications increased 6%.

 

Broadcast Operating Expenses on As-Reported Basis.

 

Broadcast operating expenses (before depreciation, amortization and loss on disposal of assets) increased $20.4 million, or 31%, to $86.4 million for the second quarter of 2015 compared to the second quarter of 2014. For the second quarters of 2015 and 2014, the 2014 Acquired Stations accounted for approximately $19.4 million and $2.3 million of our total broadcast expenses, respectively.

 

 

Non-compensation expense increased $15.3 million primarily due to network program fees that increased $12.7 million reflecting increased fees payable to networks under our affiliation agreements renewed in 2014, as well as the commencement of network program fees to CBS in the first quarter of 2015. Other operating expenses all increased as a result of the 2014 Acquired Stations.

 

 

Compensation expense increased by $9.0 million resulting primarily from the addition of personnel at the 2014 Acquired Stations, but partially offset by a $3.8 million non-cash charge in the 2014 three-month period incurred to implement changes to our paid-time-off policy. Non-cash share based compensation expenses were $0.2 million in the second quarter of 2015 compared to $0.3 million in the second quarter of 2014.

  

Gray Television, Inc.
Earnings Release for the three and six-month periods ended June 30, 2015
Page 5 of 18

 

 

Broadcast Operating Expenses on Combined Historical Basis.

 

On a Combined Historical Basis, broadcast expenses (before depreciation, amortization and loss on disposal of assets) increased $6.1 million, or 8%, to $86.4 million in the second quarter of 2015 as compared to the second quarter of 2014. The increase reflects, in part, the following:

 

 

Network program fees increased $11.1 million consistent with the growth of retransmission consent revenue under our network affiliation agreements renewed in 2014, as well as the commencement of network program fees to CBS in the first quarter of 2015.

 

 

Compensation expense decreased approximately $3.0 million, primarily as a result of a $3.8 million non-cash charge in the 2014 three-month period incurred to implement changes to our paid-time-off policy in 2014. Non-cash share based compensation expenses were $0.2 million in the second quarter of 2015, compared to $0.3 million in the second quarter of 2014.

 

Corporate and Administrative Operating Expenses on As-Reported Basis.

 

Corporate and administrative expenses (before depreciation, amortization and loss on disposal of assets) decreased $3.4 million, or 35%, to $6.4 million in the second quarter of 2015 as compared to the second quarter of 2014. The decrease reflects, in part, the following:

 

 

Non-compensation expense decreased $4.0 million in the three-month period primarily due to a decrease in professional fees related to the 2014 Acquisitions.

 

 

Compensation expense increased $0.6 million primarily due to increases in incentive compensation, relocation costs and routine increases in salary expense. Non-cash share based compensation expenses were $0.8 million in the second quarter of 2015, compared to $0.7 million in the second quarter of 2014.

 

Gray Television, Inc.
Earnings Release for the three and six-month periods ended June 30, 2015
Page 6 of 18

 

 

Comments on Results of Operations for the Six-Month Period Ended June 30, 2015:

 

Revenue (less agency commissions) by Category:

 

The table below presents our revenue (less agency commissions) or “net revenue” by category for the six-month periods ended June 30, 2015 and 2014, respectively:

 

   

Six Months Ended June 30,

 
   

2015

   

2014

 
           

Percent

           

Percent

 
   

Amount

   

of Total

   

Amount

   

of Total

 

Revenue (less agency commissions):

                               

Local

  $ 144,384       52.2 %   $ 107,722       54.3 %

National

    36,716       13.3 %     28,174       14.2 %

Internet

    13,572       4.9 %     13,245       6.7 %

Political

    3,356       1.2 %     11,408       5.7 %

Retransmission consent

    73,160       26.4 %     33,776       17.0 %

Other

    5,579       2.0 %     4,221       2.1 %

Total

  $ 276,767       100.0 %   $ 198,546       100.0 %

 

 

Revenue on As-Reported Basis.

 

Total revenue increased $78.2 million, or 39%, to $276.8 million for the six-months ended June 30, 2015, compared to the six-months ended June 30, 2014. For the six-months ended June 30, 2015 and 2014, revenue from the 2014 Acquired Stations accounted for approximately $67.3 million and $5.6 million of our total revenue, respectively.

 

The principal components of our revenue for the six-months ended June 30, 2015, compared to the six-months ended June 30, 2014, were as follows:

 

 

Local advertising revenue increased $36.7 million, or 34%, to $144.4 million;

 

 

National advertising revenue increased $8.5 million, or 30%, to $36.7 million;

 

 

Internet advertising revenue increased $0.3 million, or 2%, to $13.6 million;

 

 

Political advertising revenue decreased $8.1 million, or 71%, to $3.4 million;

 

 

Retransmission consent revenue increased $39.4 million, or 117%, to $73.2 million; and

 

 

Other revenue increased $1.4 million, or 32%, to $5.6 million.

 

Our revenues increased primarily due to the additional revenue from the 2014 Acquired Stations. Our local advertising revenue increased primarily due to increased spending in an improving economy. Political advertising revenue decreased due to 2015 being the “off year” of the two-year election cycle. Retransmission consent revenue increased at all of our stations due to increased retransmission consent rates. 

 

Within our local and national advertising revenue categories, and excluding revenue from the 2014 Acquired Stations, our five largest customer categories experienced the following changes during the six-months ended June 30, 2015 compared to the six-months ended June 30, 2014:

 

 

Automotive decreased 3%;

 

 

Medical increased 6%;

 

 

Restaurant increased 1%;

 

 

Furniture and appliances increased 6%; and

 

 

Communications decreased 7%.

  

Gray Television, Inc.
Earnings Release for the three and six-month periods ended June 30, 2015
Page 7 of 18

 

 

Revenue on Combined Historical Basis.

 

On a Combined Historical Basis, total revenue increased $22.2 million, or 9%, to $276.8 million in the six-months ended June 30, 2015 as compared to the six-months ended June 30, 2014. The Combined Historical Basis components of revenue for the six-months ended June 30, 2015 compared to the six-months ended June 30, 2014, were approximately as follows:

 

 

Local advertising revenue increased $5.5 million, or 4%, to $144.4 million;

 

 

National advertising revenue increased $1.2 million, or 3%, to $36.7 million;

 

 

Combined local and national advertising revenue increased $6.7 million, or 4%, to $181.1 million;

 

 

Internet advertising revenue decreased $0.9 million, or 6%, to $13.6 million;

 

 

Political advertising revenue decreased $10.6 million, or 76%, to $3.4 million, reflecting the off-year of the two-year election cycle;

 

 

Retransmission consent revenue increased $30.4 million, or 71%, to $73.2 million; and

 

 

Other revenue decreased $3.4 million, or 38%, to $5.6 million.

 

Within our local and national advertising revenue categories, and including the 2014 Acquired Stations, our five largest customer categories experienced the following changes in revenue during the six-months ended June 30, 2015 compared to the six-months ended June 30, 2014:

 

 

Automotive decreased 1%;

 

 

Medical increased 7%;

 

 

Restaurant increased 3%;

 

 

Furniture and appliances increased 8%; and

 

 

Communications increased 4%.

 

Broadcast Operating Expenses on As-Reported Basis.

 

Broadcast operating expenses (before depreciation, amortization and loss on disposal of assets) increased $46.9 million, or 37%, to $173.3 million for the six-months ended June 30, 2015 compared to the six-months ended June 30, 2014. For the six-months ended June 30, 2015 and 2014, the 2014 Acquired Stations accounted for approximately $39.2 million and $2.8 million of our total broadcast expenses, respectively.

 

 

Compensation expense increased $19.5 million resulting primarily from the addition of personnel at the 2014 Acquired Stations. This increase was partially offset by the effect of a $3.8 million non-cash charge in 2014 incurred to implement changes to our paid-time-off policy. Non-cash share based compensation expenses were $0.5 million in the six-month period ended June 30, 2015, compared to $1.0 million compared to the six-month period ended June 30, 2014.

 

 

Non-compensation expense increased $31.2 million primarily due to network affiliation fees that increased $25.7 million reflecting increased fees payable to networks under our affiliation agreements renewed in 2014, as well as the commencement of network program fees to CBS in the first quarter of 2015.

 

Gray Television, Inc.
Earnings Release for the three and six-month periods ended June 30, 2015
Page 8 of 18

 

 

Broadcast Operating Expenses on Combined Historical Basis.

 

On a Combined Historical Basis, broadcast expenses (before depreciation, amortization and loss on disposal of assets) increased $15.1 million, or 10%, to $173.3 million in the six-month period ended June 30, 2015 compared to the six-month period ended June 30, 2014. The increase reflects, in part, the following:

 

 

Network program fees increased $22.2 million consistent with the growth of the related retransmission consent revenue under our network affiliation agreements renewed in 2014, as well as the commencement of network program fees to CBS in the first quarter of 2015.

 

 

Compensation expense decreased $2.2 million, primarily as a result of a $3.8 million non-recurring non-cash charge in the 2014 three-month period incurred to implement changes to our paid-time-off policy. Non-cash share based compensation expenses were $0.5 million in the six-month period ended June 30, 2015, compared to $1.0 million in the six-month period ended June 30, 2014.

 

 

Trade expense decreased $1.0 million.

 

Corporate and Administrative Operating Expenses on As-Reported Basis.

 

Corporate and administrative expenses (before depreciation, amortization and loss on disposal of assets) decreased $3.1 million, or 19%, to $13.3 million in the six-months ended June 30, 2015 compared to the six-months ended June 30, 2014. The decrease reflects, in part, the following:

 

 

Non-compensation expense decreased $4.2 million primarily due to a decrease in professional fees related to the 2014 Acquisitions in the six-month period ended June 30, 2015.

 

 

Compensation expense increased $1.1 million primarily due to increases in incentive compensation, relocation costs and routine increases in salary expense. Non-cash share based compensation expenses were $1.5 million in the six-month period ended June 30, 2015, compared to $2.1 million in the six-month period ended June 30, 2014.

 

Gray Television, Inc.
Earnings Release for the three and six-month periods ended June 30, 2015
Page 9 of 18

 

 

Detailed table of Operating Results:

 

Gray Television, Inc.

Selected Operating Data (Unaudited)

(in thousands except for net income per share data)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2015

   

2014

   

2015

   

2014

 
                                 

Revenue (less agency commissions)

  $ 143,464     $ 107,249     $ 276,767     $ 198,546  

Operating expenses before depreciation, amortization and loss on disposal of assets, net:

                               

Broadcast

    86,445       66,002       173,292       126,386  

Corporate and administrative

    6,444       9,848       13,291       16,347  

Depreciation

    8,754       6,986       17,552       13,370  

Amortization of intangible assets

    2,731       1,179       5,502       1,468  

Loss on disposals of assets, net

    332       48       314       379  

Operating expenses

    104,706       84,063       209,951       157,950  

Operating income

    38,758       23,186       66,816       40,596  

Other income (expense):

                               

Miscellaneous income, net

    67       3       74       3  

Interest expense

    (18,587 )     (15,825 )     (37,117 )     (31,099 )

Loss from early extinguishment of debt

    -       (4,897 )     -       (4,897 )

Income before income tax expense

    20,238       2,467       29,773       4,603  

Income tax expense

    8,128       876       12,068       1,735  

Net income

  $ 12,110     $ 1,591     $ 17,705     $ 2,868  
                                 

Basic per share information:

                               

Net income

  $ 0.17     $ 0.03     $ 0.27     $ 0.05  

Weighted-average shares outstanding

    71,637       57,862       64,968       57,855  
                                 

Diluted per share information:

                               

Net income

  $ 0.17     $ 0.03     $ 0.27     $ 0.05  

Weighted-average shares outstanding

    72,270       58,311       65,529       58,298  
                                 

Political advertising revenue (less agency commissions)

  $ 2,197     $ 8,616     $ 3,356     $ 11,408  
                                 

Revenue related to Olympic broadcasts (less agency commissions)

  $ -     $ -     $ -     $ 3,778  

  

Gray Television, Inc.
Earnings Release for the three and six-month periods ended June 30, 2015
Page 10 of 18

 

 

Other Financial Data:

 

   

June 30, 2015

   

December 31, 2014

 
   

(in thousands)

 
                 

Cash

  $ 222,183     $ 30,769  

Long-term debt

  $ 1,235,969     $ 1,236,401  

Borrowing availability under our revolving credit facility

  $ 50,000     $ 50,000  

 

   

Six Months Ended June 30,

 
   

2015

   

2014

 
   

(in thousands)

 
                 

Net cash provided by operating activities

  $ 32,470     $ 29,339  

Net cash used in investing activities

    (8,438 )     (335,323 )

Net cash provided by financing activities

    167,382       358,576  

Net increase in cash

  $ 191,414     $ 52,592  

 

Guidance for the Three-Months Ending September 30, 2015:   

 

We currently anticipate that our results of operations for the third quarter of 2015 will be within the ranges presented in the table below. The third quarter of 2015 guidance information presented herein includes the expected results of our recent 2015 Acquired Stations.

 

   

Low End

   

% Change

   

High End

   

% Change

         
   

Guidance for

   

As-Reported

   

Guidance for

   

As-Reported

   

As-Reported

 
   

the Third

   

Third

   

the Third

   

Third

   

Third

 
   

Quarter of

   

Quarter of

   

Quarter of

   

Quarter of

   

Quarter of

 

Selected operating data:

 

2015

   

2014

   

2015

   

2014

   

2014

 
   

(dollars in thousands)

 

OPERATING REVENUE:

                                       

Revenue (less agency commissions)

  $ 142,000     8 %     $ 145,000     10 %     $ 131,702  
                                         

OPERATING EXPENSES

                                       

(before depreciation, amortization and loss on disposals of assets):

                                       

Broadcast

  $ 93,000     27 %     $ 95,000     30 %     $ 73,218  

Corporate and administrative

  $ 6,200     18 %     $ 6,700     27 %     $ 5,271  
                                         

OTHER SELECTED DATA:

                                       

Political advertising revenue (less agency commissions)

  $ 1,600     (93 )%     $ 1,900     (91 )%     $ 22,029  

 

Comments on Third Quarter 2015 Guidance:

 

Third Quarter of 2015 on As-Reported Basis.

 

Based on our current forecasts for the third quarter of 2015, we anticipate the following changes from the quarter ended September 30, 2014, as outlined below. Our total revenue estimates for the third quarter of 2015 include approximately $31.0 million of revenue estimated to be contributed collectively by the 2014 Acquired Stations. For the third quarter of 2014, the 2014 Acquired Stations contributed $22.3 million of revenue. Our total revenue estimates for the third quarter of 2015 also include approximately $5.0 million of revenue estimated to be contributed collectively by the 2015 Acquired Stations.

 

Gray Television, Inc.
Earnings Release for the three and six-month periods ended June 30, 2015
Page 11 of 18

 

 

Revenue on As-Reported Basis.

 

 

We believe our third quarter of 2015 local advertising revenue, excluding political advertising revenue, will increase from the third quarter of 2014 by approximately 20% to 22%.

 

 

We expect our third quarter of 2015 national advertising revenue, excluding political advertising revenue, will increase from the third quarter of 2014 by approximately 20% to 22%.

 

 

Consistent with the “off year” of the two-year election cycle, we anticipate our third quarter of 2015 political advertising revenue will decrease from the third quarter of 2014 by approximately 91%.

 

 

We believe our third quarter of 2015 retransmission consent revenue will increase from the third quarter of 2014 by approximately 94% to $38.5 million.

 

Broadcast Operating Expenses (before depreciation, amortization and gain or loss on disposal of assets, net) on As-Reported Basis.

 

For the third quarter of 2015, we anticipate our broadcast operating expenses will increase from the third quarter of 2014, reflecting anticipated increases in payroll and related employee benefits. We anticipate that our broadcast operating expenses will also reflect increases in network fees. Operating expenses to be incurred collectively by the 2014 Acquired Stations in the third quarter of 2015 are expected to be approximately $19.0 million. Operating expenses to be incurred collectively by the 2015 Acquired Stations in the third quarter of 2015 are expected to be approximately $3.7 million.

 

For the third quarter of 2015, we anticipate our corporate and administrative operating expense will increase from the third quarter of 2014, reflecting anticipated increases of approximately $0.9 million of payroll and relocation expenses.

 

Third Quarter of 2015 on Combined Historical Basis.

 

Based on our current forecasts for the third quarter of 2015, we anticipate the following changes from the Combined Historical Basis for the third quarter of 2014 as outlined below. For the purposes hereof, our Combined Historical Basis for the third quarter of 2014 has been adjusted to give effect to both the 2014 Acquired Stations and the 2015 Acquired Stations.

 

Revenue on Combined Historical Basis:

 

 

We believe our third quarter of 2015 total revenue will be approximately $145.0 million, approximately equal to the third quarter of 2014.

 

 

We believe our third quarter of 2015 local advertising revenue, excluding political advertising revenue, will increase by approximately 7% to 9%, to approximately $75.0 million.

 

 

We expect our third quarter of 2015 national advertising revenue, excluding political advertising revenue, will increase by approximately 8% to 10%, to approximately $20.0 million.

 

 

Consistent with the “off year” of the two year election cycle, we anticipate our third quarter of 2015 political advertising revenue will decrease from the third quarter of 2014 by approximately 92%.

 

 

We believe our third quarter of 2015 retransmission consent revenue will increase by approximately 80%, or $16.8 million, to approximately $38.5 million.

 

Broadcast Operating Expenses (before depreciation, amortization and gain or loss on disposal of assets) on Combined Historical Basis:

 

Our total broadcast operating expenses for the third quarter of 2015 are anticipated to increase from the third quarter of 2014 by approximately $11.0 million. This increase primarily reflects expected increases of $12.0 million in network affiliation expense to $18.0 million for the third quarter of 2015.

 

Gray Television, Inc.
Earnings Release for the three and six-month periods ended June 30, 2015
Page 12 of 18

 

 

Non-GAAP Terms:

 

From time to time, Gray supplements its financial results prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) by disclosing the non-GAAP financial measures Broadcast Cash Flow, Broadcast Cash Flow Less Cash Corporate Expenses, operating cash flow as defined in Gray’s credit facility (“Operating Cash Flow”) and Free Cash Flow. These non-GAAP amounts are used by us to approximate the amount used to calculate a key financial performance covenant contained in our debt agreements. These non-GAAP amounts may also be provided on an As-Reported Basis as well as a Combined Historical Basis.

 

Broadcast Cash Flow is defined as net income plus corporate and administrative expenses, broadcast non-cash stock based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, any miscellaneous expense, interest expense, any income tax expense, non-cash 401(k) expense, less any gain on disposal of assets, any miscellaneous income, any income tax benefits, payments for program broadcast obligations and network compensation revenue.

 

Broadcast Cash Flow Less Cash Corporate Expense is defined as net income plus loss from early extinguishment of debt, non-cash stock based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, any miscellaneous expense, interest expense, any income tax expense, non-cash 401(k) expense less any gain on disposal of assets, any miscellaneous income, any income tax benefits, payments for program broadcast obligations and network compensation revenue.

 

Operating Cash Flow as defined in Senior Credit Agreement is defined as net income plus loss from early extinguishment of debt, non-cash stock based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, any miscellaneous expense, interest expense, any income tax expense, non-cash 401(k) expense less any gain on disposal of assets, any miscellaneous income, any income tax benefits, payments for program broadcast obligations, network compensation revenue, plus pension expense but less cash contributions to pension plans.

 

Free Cash Flow is defined as net income plus non-cash stock based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, any miscellaneous expense, interest expense, any income tax expense, non-cash 401(k) expense, pension expense less any gain on disposal of assets, any miscellaneous income, any income tax benefits, payments for program broadcast obligations, network compensation revenue, contributions to pension plans, interest expense (net of amortization of deferred financing costs and amortization of original issue discount on our debt), capital expenditures (net of any insurance proceeds) and the payment of income taxes (net of any refunds received).

 

These non-GAAP terms are not defined in GAAP and our definitions may differ from, and therefore not be comparable to, similarly titled measures used by other companies, thereby limiting their usefulness. Such terms are used by management 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 income and cash flows reported in accordance with GAAP.

 

Gray Television, Inc.
Earnings Release for the three and six-month periods ended June 30, 2015
Page 13 of 18

 

 

Reconciliation on As-Reported Basis - Quarter:

 

Reconciliation of net income to the non-GAAP terms, in thousands:

 

   

As-Reported Basis

 
   

Three Months Ended June 30,

 
   

2015

   

2014

   

2013

 
                         

Net income

  $ 12,110     $ 1,591     $ 5,144  

Depreciation

    8,754       6,986       5,938  

Amortization of intangible assets

    2,731       1,179       12  

Non-cash stock based compensation

    1,009       980       1,328  

Loss (gain) on disposals of assets, net

    332       48       (77 )

Miscellaneous (income) expense, net

    (67 )     (3 )     1  

Interest expense

    18,587       15,825       12,594  

Loss from early extinguishment of debt

    -       4,897       -  

Income tax expense

    8,128       876       3,573  

Amortization of program broadcast rights

    3,553       3,005       2,826  

Common stock contributed to 401(k) plan excluding corporate 401(k) contributions

    7       6       7  

Network compensation revenue recognized

    -       (113 )     (157 )

Payments for program broadcast rights

    (3,553 )     (3,869 )     (2,847 )

Corporate and administrative expenses excluding depreciation, amortization of intangible assets and non-cash stock-based compensation

    5,653       9,122       3,965  

Broadcast Cash Flow

    57,244       40,530       32,307  

Corporate and administrative expenses excluding depreciation, amortization of intangible assets and non-cash stock based compensation

    (5,653 )     (9,122 )     (3,965 )

Broadcast Cash Flow Less Cash Corporate Expenses

    51,591       31,408       28,342  

Pension expense

    1,789       1,519       2,154  

Contributions to pension plans

    (1,433 )     (1,755 )     (1,087 )

Interest expense

    (18,587 )     (15,825 )     (12,594 )

Amortization of deferred financing costs

    798       702       412  

Amortization of net original issue discount (premium) on 7 1/2% senior notes due 2020

    (216 )     (216 )     69  

Purchase of property and equipment

    (5,547 )     (6,654 )     (6,949 )

Income taxes paid, net of refunds

    (1,007 )     (298 )     (422 )

Free Cash Flow

  $ 27,388     $ 8,881     $ 9,925  

 

Gray Television, Inc.
Earnings Release for the three and six-month periods ended June 30, 2015
Page 14 of 18

 

 

Reconciliation on As-Reported Basis – Year to Date:

 

Reconciliation of net income to the non-GAAP terms, in thousands:

 

   

As-Reported Basis

 
   

Six Months Ended June 30,

 
   

2015

   

2014

   

2013

 
                         

Net income

  $ 17,705     $ 2,868     $ 6,014  

Depreciation

    17,552       13,370       11,738  

Amortization of intangible assets

    5,502       1,468       31  

Non-cash stock based compensation

    2,002       3,051       1,464  

Loss (gain) on disposals of assets, net

    314       379       (105 )

Miscellaneous income, net

    (74 )     (3 )     -  

Interest expense

    37,117       31,099       25,134  

Loss from early extinguishment of debt

    -       4,897       -  

Income tax expense

    12,068       1,735       5,224  

Amortization of program broadcast rights

    7,160       5,918       5,663  

Common stock contributed to 401(k) plan excluding corporate 401(k) contributions

    13       12       14  

Network compensation revenue recognized

    -       (221 )     (314 )

Payments for program broadcast rights

    (7,141 )     (7,692 )     (5,700 )

Corporate and administrative expenses excluding depreciation, amortization of intangible assets and non-cash stock-based compensation

    11,750       14,268       7,653  

Broadcast Cash Flow

    103,968       71,149       56,816  

Corporate and administrative expenses excluding depreciation, amortization of intangible assets and non-cash stock based compensation

    (11,750 )     (14,268 )     (7,653 )

Broadcast Cash Flow Less Cash Corporate Expenses

    92,218       56,881       49,163  

Pension expense

    4,190       3,092       4,308  

Contributions to pension plans

    (1,433 )     (2,717 )     (2,604 )

Interest expense

    (37,117 )     (31,099 )     (25,134 )

Amortization of deferred financing costs

    1,597       1,394       823  

Amortization of net original issue discount (premium) on 7 1/2% senior notes due 2020

    (432 )     (432 )     138  

Purchase of property and equipment

    (8,396 )     (10,456 )     (14,129 )

Income taxes paid, net of refunds

    (1,248 )     (329 )     (503 )

Free Cash Flow

  $ 49,379     $ 16,334     $ 12,062  

 

Gray Television, Inc.
Earnings Release for the three and six-month periods ended June 30, 2015
Page 15 of 18

 

 

Reconciliation on Combined Historical Basis - Quarter:

 

Reconciliation of net income to the non-GAAP terms, in thousands:

 

   

Combined Historical Basis

 
   

Three Months Ended

 
   

June 30,

 
   

2015

   

2014

   

2013

 
                         

Net income

  $ 12,110     $ 38,542     $ 7,256  

Depreciation

    8,754       8,388       8,012  

Amortization of intangible assets

    2,731       1,179       164  

Non-cash stock-based compensation

    1,009       980       1,328  

Loss (gain) on disposals of assets, net

    332       (29,055 )     (68 )

Miscellaneous income, net

    (67 )     (3 )     705  

Interest expense

    18,587       18,808       19,024  

Loss from early extinguishment of debt

    -       4,897       -  

Income tax expense

    8,128       1,902       4,018  

Amortization of program broadcast rights

    3,553       3,005       2,826  

Common stock contributed to 401(k) plan excluding corporate 401(k) contributions

    7       6       7  

Network compensation revenue recognized

    -       (113 )     (157 )

Payments for program broadcast rights

    (3,553 )     (3,869 )     (2,847 )

Corporate and administrative expenses excluding depreciation, amortization of intangible assets and non-cash stock-based compensation

    5,653       9,497       4,896  

Other

    -       306       (394 )

Broadcast Cash Flow

    57,244       54,470       44,770  

Corporate and administrative expenses excluding depreciation, amortization of intangible assets and non-cash stock-based compensation

    (5,653 )     (9,497 )     (4,896 )

Broadcast Cash Flow Less Cash Corporate Expenses

    51,591       44,973       39,874  

Pension expense

    1,789       1,521       2,154  

Contributions to pension plans

    (1,433 )     (1,755 )     (1,087 )

Other

    -       5,771       3,060  

Operating Cash Flow as defined in Senior Credit Agreement

    51,947       50,510       44,001  

Interest expense

    (18,587 )     (18,808 )     (19,024 )

Amortization of deferred financing costs

    798       702       412  

Amortization of net original issue discount (premium) on 7 1/2% senior notes due 2020

    (216 )     (216 )     69  

Purchase of property and equipment

    (5,547 )     (6,654 )     (6,670 )

Income taxes paid, net of refunds

    (1,007 )     (13 )     (422 )

Free Cash Flow

  $ 27,388     $ 25,521     $ 18,366  

 

Gray Television, Inc.
Earnings Release for the three and six-month periods ended June 30, 2015
Page 16 of 18

 

 

Reconciliation on Combined Historical Basis – Year to Date:

 

Reconciliation of net income to the non-GAAP terms, in thousands:

 

   

Combined Historical Basis

 
   

Six Months Ended

 
   

June 30,

 
   

2015

   

2014

   

2013

 
                         

Net income

  $ 17,705     $ 16,382     $ 9,035  

Depreciation

    17,552       16,500       15,907  

Amortization of intangible assets

    5,502       1,524       335  

Non-cash stock-based compensation

    2,002       3,051       1,464  

Loss (gain) on disposals of assets, net

    314       733       (75 )

Miscellaneous income, net

    (74 )     310       1,429  

Interest expense

    37,117       37,582       37,524  

Loss from early extinguishment of debt

            4,897       -  

Income tax expense

    12,068       3,438       6,106  

Amortization of program broadcast rights

    7,160       5,918       6,591  

Common stock contributed to 401(k) plan excluding corporate 401(k) contributions

    13       12       14  

Network compensation revenue recognized

    -       (221 )     (314 )

Payments for program broadcast rights

    (7,141 )     (7,692 )     (6,628 )

Corporate and administrative expenses excluding depreciation, amortization of intangible assets and non-cash stock-based compensation

    11,750       15,307       9,015  

Other

    -       (733 )     (358 )

Broadcast Cash Flow

    103,968       97,008       80,045  

Corporate and administrative expenses excluding depreciation, amortization of intangible assets and non-cash stock-based compensation

    (11,750 )     (15,307 )     (9,015 )

Broadcast Cash Flow Less Cash Corporate Expenses

    92,218       81,701       71,030  

Pension expense

    4,190       3,328       4,308  

Contributions to pension plans

    (1,433 )     (2,482 )     (2,604 )

Other

    -       5,677       3,987  

Operating Cash Flow as defined in Senior Credit Agreement

    94,975       88,224       76,721  

Interest expense

    (37,117 )     (37,617 )     (37,524 )

Amortization of deferred financing costs

    1,597       1,394       823  

Amortization of net original issue discount (premium) on 7 1/2% senior notes due 2020

    (432 )     (432 )     138  

Purchase of property and equipment

    (8,396 )     (9,475 )     (14,129 )

Income taxes paid, net of refunds

    (1,248 )     (44 )     (503 )

Free Cash Flow

  $ 49,379     $ 42,050     $ 25,526  

 

Gray Television, Inc.
Earnings Release for the three and six-month periods ended June 30, 2015
Page 17 of 18

 

 

The Company:

 

We are a television broadcast company headquartered in Atlanta, Georgia, that owns and operates television stations and leading digital assets in markets throughout the United States. Upon consummation of all announced transactions, we will own and operate television stations in 45 television markets broadcasting a total of 150 programming streams, including 30 affiliates of the CBS Network (“CBS”), 22 affiliates of the NBC Network (“NBC”), 16 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 generally affiliated with networks different from those affiliated with our primary broadcast channels, and 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 several additional smaller television networks including the CW Network, MyNetworkTV, the MeTV Network, Antenna TV and Telemundo. We also broadcast ten local news/weather channels in certain of our existing markets. Our combined TV station group encompasses markets that comprise approximately 8.3% of total United States television households. 

 

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 third quarter of 2015 or other periods, the impact of recently completed transactions, future expenses, the completion of pending transactions 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 is as of August 5, 2015. 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, 2014 and may be contained in reports subsequently filed with the U.S. Securities and Exchange Commission (the “SEC”) and available at the SEC's website at www.sec.gov.

 

Conference Call Information:

 

Gray Television, Inc. will host a conference call to discuss its second quarter operating results on August 5, 2015. The call will begin at 1:00 PM Eastern Time. The live dial-in number is 1 (888) 438-5524 and the confirmation code is 7567328. 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: 7567328 until September 4, 2015.

 

Web site: www.gray.tv

 

For information contact:                                   

 

Hilton Howell

Kevin Latek

Jim Ryan

President and

Senior Vice President,

Senior Vice President and

Chief Executive Officer

Business Affairs

Chief Financial Officer

(404) 266-5512

(404) 266-8333

(404) 504-9828

 

 

Gray Television, Inc.

Earnings Release for the three and six-month periods ended June 30, 2015

Page 18 of 18