ATLANTA, May 4, 2017 /PRNewswire/ -- Gray Television,
Inc. ("Gray," "we," "us" or "our") (NYSE: GTN and GTN.A) today announces record results of operations for the three-months
ended March 31, 2017, including record revenue, net income and Broadcast Cash Flow (a non-GAAP
financial measure, defined below).
Financial Highlights:
- Record First Quarter Revenue, Net Income and Broadcast Cash Flow (as-reported basis) - Our revenue for the
first quarter of 2017 was $203.5 million ($203.9 million on a
Combined Historical Basis, defined below), increasing $29.7 million, or 17%, from the first
quarter of 2016. Our net income was $10.5 million for the first quarter of 2017. Our Broadcast
Cash Flow was $70.5 million for the first quarter of 2017 ($70.9
million on a Combined Historical Basis).
- Total Leverage Ratio - As of March 31, 2017, our total leverage ratio, as defined in
our senior credit facility, was 5.56 times on a trailing eight-quarter basis, netting all $23.5
million of cash on our balance sheet.
Other Highlights and Recent Developments:
- On January 13, 2017, we acquired KTVF-TV (NBC), KXDF-TV (CBS), and KFXF-TV (FOX) in the
Fairbanks, Alaska television market, for $8.0 million (the
"Fairbanks Acquisition").
- On January 17, 2017, we acquired WBAY-TV (ABC), in the Green Bay,
Wisconsin television market, and KWQC-TV (NBC), in the Davenport, Iowa, Rock Island, Illinois, and Moline, Illinois or "Quad Cities" television
market (collectively, the "Media General Acquisition"), for an adjusted purchase price of $269.9
million.
- On February 7, 2017, we amended and restated our senior credit facility (the "2017 Senior
Credit Facility") which provided a total commitment of $656.4 million, consisting of a
$556.4 million term loan facility (the "2017 Term Loan"), that was used to repay our prior term
loan, and a $100.0 million revolving credit facility (the "2017 Revolving Credit Facility").
- On February 7, 2017, we announced that we anticipate receiving, in the second or third
quarter of 2017, $90.8 million in proceeds from the Federal Communication Commission's recently
completed reverse auction for broadcast spectrum.
- On February 16, 2017, we announced that we had agreed to acquire WABI-TV (CBS/CW) in the
Bangor, Maine market (DMA 156) and WCJB-TV (ABC/CW) in the Gainesville, Florida market (DMA 161) (collectively, the "Diversified Acquisition") for a total purchase
price of $85.0 million. On April 1, 2017, we began operating these
stations, subject to the ultimate control of the seller, under a standard pre-closing local programming and marketing agreement
(an "LMA"). On May 1, 2017, we completed the Diversified Acquisition, at which time the LMA
expired.
- On April 3, 2017, we borrowed $85.0 million under an
incremental term loan (the "2017 Incremental Term Loan") under the 2017 Senior Credit Facility and used a portion of the
proceeds to prepay a portion of the purchase price for the Diversified Acquisition.
- On May 1, 2017, we completed the acquisition of television stations WDTV-TV (CBS) and WVFX-TV
(FOX/CW) a legal duopoly in the Clarksburg-Weston, West
Virginia market (DMA 169) (the "Clarksburg Acquisition") for a total purchase price of $26.5
million, at which time our existing LMA expired.
Effects of Acquisitions and Divestitures on Our Results of Operations
From October 31, 2013 through March 31, 2017, we completed 21
acquisition transactions and three divestiture transactions. As more fully described in our Form 10-Q to be filed with the
Securities and Exchange Commission today and in our prior disclosures, these transactions added a net total of 48 television
stations in 28 television markets, including 23 new television markets, to our operations.
We refer to the five stations acquired during the first quarter of 2017 as the "2017 Acquisitions." We refer to the 13
stations acquired and retained in 2016, as well as the two stations in the Clarksburg, West
Virginia market that we commenced operating under an LMA in June 2016 as the "2016
Acquisitions." During 2015, we completed six acquisitions, which collectively added seven television stations in six markets
(four new markets) to our operations, and we refer to those stations as the "2015 Acquisitions." Unless the context of the
following discussion requires otherwise, we refer to the stations acquired in the 2017 Acquisitions, the 2016 Acquisitions and
the 2015 Acquisitions, collectively, as the "Acquired Stations."
Due to the significant effect that our acquisitions and divestitures have had on our results of operations, and in order to
provide more meaningful period over period comparisons, we present herein certain financial information on a "Combined Historical
Basis." Unless otherwise defined, Combined Historical Basis reflects financial results that have been compiled by adding Gray's
historical revenue and broadcast expenses to the historical revenue and broadcast expenses of the Acquired Stations and removing
the historical revenues and historical broadcast expenses of divested stations as if they had been acquired or divested,
respectively, on January 1, 2015 (the beginning of the earliest period presented). In addition, our
Combined Historical Basis non-GAAP terms "Broadcast Cash Flow," "Broadcast Cash Flow Less Cash Corporate Expenses," "Operating
Cash Flow as Defined in our 2017 Senior Credit Facility," "Free Cash Flow" and "Total Leverage Ratio, Net of All Cash" give
effect to the financings related to the acquisition of the Acquired Stations as if these financings occurred on January 1, 2015, and certain anticipated net expense savings resulting from the completed acquisitions. Free
Cash Flow presented on a Combined Historical Basis also includes adjustments for the purchase of property and equipment and
income taxes paid, net of refunds, as if the acquisition of the Acquired Stations occurred on January
1, 2015. Combined Historical Basis financial information does not reflect all purchase accounting and other
adjustments required, and includes certain other amounts not included, in pro forma financial statements prepared in accordance
with Regulation S-X.
Selected Operating Data (unaudited):
|
|
|
As-Reported Basis
|
|
Three Months Ended March 31,
|
|
|
|
|
|
% Change
|
|
|
|
% Change
|
|
|
|
|
|
2017 to
|
|
|
|
2017 to
|
|
2017
|
|
2016
|
|
2016
|
|
2015
|
|
2015
|
|
(dollars in thousands)
|
Revenue (less agency commissions):
|
|
|
|
|
|
|
|
|
|
Total
|
$ 203,461
|
|
$ 173,723
|
|
17 %
|
|
$ 133,303
|
|
53 %
|
Political
|
$ 1,321
|
|
$ 9,655
|
|
(86)%
|
|
$ 1,159
|
|
14 %
|
|
|
|
|
|
|
|
|
|
|
Operating expenses (1):
|
|
|
|
|
|
|
|
|
|
Broadcast
|
$ 133,471
|
|
$ 108,568
|
|
23 %
|
|
$ 86,847
|
|
54 %
|
Corporate and administrative
|
$ 7,709
|
|
$ 15,678
|
|
(51)%
|
|
$ 6,847
|
|
13 %
|
|
|
|
|
|
|
|
|
|
|
Net income
|
$ 10,505
|
|
$ 8,990
|
|
17 %
|
|
$ 5,595
|
|
88 %
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Cash Flow (2):
|
|
|
|
|
|
|
|
|
|
Broadcast Cash Flow
|
$ 70,464
|
|
$ 65,894
|
|
7 %
|
|
$ 46,724
|
|
51 %
|
Broadcast Cash Flow Less
|
|
|
|
|
|
|
|
|
|
Cash Corporate Expenses
|
$ 63,729
|
|
$ 51,186
|
|
25 %
|
|
$ 40,627
|
|
57 %
|
Free Cash Flow
|
$ 36,594
|
|
$ 24,215
|
|
51 %
|
|
$ 21,991
|
|
66 %
|
|
|
Combined Historical Basis
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
% Change
|
|
|
|
% Change
|
|
|
|
|
|
|
2017 to
|
|
|
|
2017 to
|
|
|
2017
|
|
2016
|
|
2016
|
|
2015
|
|
2015
|
|
|
(dollars in thousands)
|
Revenue (less agency commissions):
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ 203,890
|
|
$ 205,329
|
|
(1)%
|
|
$ 181,093
|
|
13 %
|
Political
|
|
$ 1,321
|
|
$ 13,651
|
|
(90)%
|
|
$ 1,318
|
|
0 %
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses (1):
|
|
|
|
|
|
|
|
|
|
|
Broadcast
|
|
$ 135,081
|
|
$ 130,877
|
|
3 %
|
|
$ 120,165
|
|
12 %
|
Corporate and administrative
|
|
$ 7,709
|
|
$ 15,678
|
|
(51)%
|
|
$ 6,847
|
|
13 %
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Cash Flow (2):
|
|
|
|
|
|
|
|
|
|
|
Broadcast Cash Flow
|
|
$ 70,850
|
|
$ 78,387
|
|
(10)%
|
|
$ 68,227
|
|
4 %
|
Broadcast Cash Flow Less Cash
|
|
|
|
|
|
|
|
|
|
|
Corporate Expenses
|
|
$ 64,115
|
|
$ 63,679
|
|
1 %
|
|
$ 62,130
|
|
3 %
|
Operating Cash Flow as defined in
|
|
|
|
|
|
|
|
|
|
|
the 2017 Senior Credit Facility
|
|
$ 63,962
|
|
$ 69,934
|
|
(9)%
|
|
$ 64,531
|
|
(1)%
|
Free Cash Flow
|
|
$ 37,536
|
|
$ 39,869
|
|
(6)%
|
|
$ 33,808
|
|
11 %
|
|
|
(1)
|
Excludes depreciation, amortization and loss (gain) on disposal of
assets.
|
(2)
|
See definition of non-GAAP terms and a reconciliation of the non-GAAP
amounts to net income included elsewhere herein.
|
Results of Operations for the First Quarter of 2017
Revenue (less agency commissions) on As-Reported Basis.
The table below presents our revenue (less agency commissions) by type for the first quarter of 2017 and 2016 (dollars in
thousands):
|
|
Three Months Ended March 31,
|
|
|
2017
|
|
2016
|
|
|
|
|
Percent
|
|
|
|
Percent
|
|
|
Amount
|
|
of Total
|
|
Amount
|
|
of Total
|
Revenue (less agency commissions):
|
|
|
|
|
|
|
|
|
Local (including internet/digital/mobile)
|
|
$ 102,597
|
|
50.4%
|
|
$ 89,354
|
|
51.4%
|
National
|
|
24,814
|
|
12.2%
|
|
22,079
|
|
12.7%
|
Political
|
|
1,321
|
|
0.6%
|
|
9,655
|
|
5.6%
|
Retransmission consent
|
|
67,573
|
|
33.2%
|
|
47,269
|
|
27.2%
|
Other
|
|
7,156
|
|
3.6%
|
|
5,366
|
|
3.1%
|
Total
|
|
$ 203,461
|
|
100.0%
|
|
$ 173,723
|
|
100.0%
|
Total revenue increased $29.7 million, or 17%, to $203.5 million
for the first quarter of 2017 compared to the first quarter of 2016. Revenue from the 2017 Acquisitions and 2016 Acquisitions,
collectively, accounted for approximately $47.5 million of our total revenue in the first quarter
of 2017. The 2016 Acquisitions accounted for approximately $16.6 million of our total revenue in
the first quarter of 2016.
Excluding the total revenue contributed by the 2017 Acquisitions and 2016 Acquisitions, our total revenue decreased by
$1.2 million in the first quarter of 2017 as compared to the first quarter of 2016. The components
of this net decrease included: retransmission consent revenue increased by $9.2 million due
primarily to increased retransmission consent rates; and political advertising revenue decreased by $8.3
million due to 2017 being the "off-year" of the two-year election cycle.
Excluding the revenue contributed by the 2017 Acquisitions and 2016 Acquisitions, local and national advertising revenue
declined, in part, as a result of the impact of the broadcast of the 2017 Super Bowl on our FOX-affiliated stations generating
approximately $0.6 million of local and national advertising revenue, compared to $1.6 million that we earned from the broadcast of the 2016 Super Bowl on our CBS-affiliated stations
reflecting our significantly larger portfolio of CBS-affiliated stations compared to our portfolio of FOX-affiliated
stations.
The changes in revenue for the first quarter of 2017 compared to the first quarter of 2016 were approximately as follows:
- Local advertising revenue (including internet/digital/mobile) increased $13.2 million, or
15%, to $102.6 million.
- National advertising revenue increased $2.7 million, or 12%, to $24.8
million.
- Political advertising revenue decreased $8.3 million, or 86%, to $1.3
million.
- Retransmission consent revenue increased $20.3 million, or 43%, to $67.6 million.
- Other revenue increased $1.8 million, or 33%, to $7.2
million.
Revenue (less agency commissions) on Combined Historical Basis.
On a Combined Historical Basis, total revenue decreased $1.4 million to $203.9 million in the first quarter of 2017 compared to $205.3 million the first
quarter of 2016. On a Combined Historical Basis, the changes in revenue for the first quarter of 2017 compared to the first
quarter of 2016 were approximately as follows:
- Local advertising revenue (including internet/digital/mobile) decreased $1.1 million, or 1%,
to $103.7 million.
- National advertising revenue decreased $1.9 million, or 7%, to $25.2
million.
- Political advertising revenue decreased $12.3 million, or 90%, to $1.3
million.
- Retransmission consent revenue increased $13.9 million, or 25%, to $68.6 million.
- Other revenue was unchanged at $5.1 million.
Local and national advertising revenue declined, in part, as a result of the impact of the broadcast of the 2017 Super Bowl on
our FOX-affiliated stations generating approximately $0.6 million of local and national advertising
revenue, compared to $2.1 million that we earned from the broadcast of the 2016 Super Bowl on
our CBS-affiliated stations reflecting our significantly larger portfolio of CBS-affiliated stations compared to our portfolio of
FOX-affiliated stations.
Within our local and national advertising revenue categories, and including the revenue attributable to the 2017 Acquisitions
and the 2016 Acquisitions, our five largest customer categories experienced the following approximate changes during the first
quarter of 2017 compared to the first quarter of 2016:
- Automotive was unchanged;
- Medical decreased 1%;
- Restaurant decreased 10%;
- Furniture and appliances decreased 2%; and
- Communications increased 5%.
Broadcast Operating Expenses on As-Reported Basis .
Broadcast operating expenses (before depreciation, amortization and gain or loss on disposal of assets) increased $24.9 million, or 23%, to $133.5 million for the first quarter of 2017 compared
to the first quarter of 2016. The 2017 Acquisitions and 2016 Acquisitions, collectively, accounted for approximately $30.3 million of our broadcast operating expenses in the first quarter of 2017, and the 2016 Acquisitions
accounted for approximately $10.8 million of our broadcast operating expenses for the first quarter
of 2016. Including the impact of the 2017 Acquisitions and the 2016 Acquisitions, total retransmission expense increased
$9.9 million, or 44%, to $32.3 million in the first quarter of 2017
compared to the first quarter of 2016.
Excluding the impact of the 2017 Acquisitions and the 2016 Acquisitions:
- Non-compensation expenses increased by $4.5 million, or 9%, in the first quarter of 2017
primarily due to retransmission expense increases of $5.1 million that were partially offset by
decreases in several categories including programming, licensing and professional fees.
- Compensation expense increased by $0.9 million in the first quarter of 2017.
Broadcast Operating Expenses on Combined Historical Basis .
On a Combined Historical Basis, broadcast operating expenses (before depreciation, amortization and gain or loss on disposal
of assets) increased $4.2 million, or 3%, to $135.1 million in the
first quarter of 2017 compared to the first quarter of 2016. The increase reflects, in part, the following:
- Retransmission expense increased $6.6 million, or 25%, to $32.7
million in the first quarter of 2017 compared to the first quarter of 2016 consistent with increases in retransmission
consent revenue.
- Compensation expense decreased by approximately $1.5 million, or 2%, in the first quarter of
2017 compared to the first quarter of 2016. Non-cash share based compensation expenses were $0.3
million in each of the first quarter of 2017 and 2016.
Corporate and Administrative Operating Expenses on As-Reported Basis .
Corporate and administrative expenses (before depreciation, amortization and gain or loss on disposal of assets) decreased
$8.0 million, or 51%, to $7.7 million in the first quarter of 2017 as
compared to the first quarter of 2016. The decrease reflects, in part, the following:
- Non-compensation expense decreased $7.6 million, primarily due to a decrease of $7.3 million in professional fees related to acquisition activities.
- Compensation expense decreased $0.4 million, primarily due to decreases in incentive
compensation costs. Non-cash share based compensation expenses were $1.0 million in each of the
first quarter of 2017 and 2016.
Loss from Early Extinguishment of Debt.
In the first quarter of 2017, we recorded a loss from early extinguishment of debt of approximately $2.5 million, or $1.5 million after tax, related to the amendment and restatement
of our senior credit facility.
Taxes.
During the first quarter of 2017, we made aggregate federal and state income tax payments of approximately $0.3 million. During the remainder of 2017, we anticipate making income tax payments (net of refunds) of
approximately $1.1 million. We anticipate making significant federal and state income tax payments
beginning in 2018, assuming no significant changes to the corporate tax code as currently in effect.
Detailed table of operating results on As-Reported Basis:
Gray Television, Inc.
|
Selected Operating Data (Unaudited)
|
(in thousands except for net income per share data)
|
|
|
|
|
|
|
|
Three Months Ended
|
|
March 31,
|
|
2017
|
|
2016
|
|
|
|
|
Revenue (less agency commissions)
|
$ 203,461
|
|
$ 173,723
|
Operating expenses before depreciation,
|
|
|
|
amortization and (gain) loss on disposal of assets, net:
|
|
|
|
Broadcast
|
133,471
|
|
108,568
|
Corporate and administrative
|
7,709
|
|
15,678
|
Depreciation
|
12,629
|
|
11,126
|
Amortization of intangible assets
|
5,567
|
|
3,888
|
Loss (gain) on disposals of assets, net
|
527
|
|
(1,648)
|
Operating expenses
|
159,903
|
|
137,612
|
Operating income
|
43,558
|
|
36,111
|
Other income (expense):
|
|
|
|
Miscellaneous income, net
|
7
|
|
569
|
Interest expense
|
(23,191)
|
|
(21,275)
|
Loss from early extinguishment of debt
|
(2,540)
|
|
-
|
Income before income taxes
|
17,834
|
|
15,405
|
Income tax expense
|
7,329
|
|
6,415
|
Net income
|
$ 10,505
|
|
$ 8,990
|
|
|
|
|
Basic per share information:
|
|
|
|
Net income
|
$ 0.15
|
|
$ 0.13
|
Weighted-average shares outstanding
|
71,877
|
|
71,791
|
|
|
|
|
Diluted per share information:
|
|
|
|
Net income
|
$ 0.14
|
|
$ 0.12
|
Weighted-average shares outstanding
|
72,519
|
|
72,582
|
|
|
|
|
Political revenue (less agency commissions)
|
$ 1,321
|
|
$ 9,655
|
Other Financial Data:
|
As of
|
|
March 31,
|
|
December 31,
|
|
2017
|
|
2016
|
|
(in thousands)
|
|
|
|
|
Cash
|
$ 23,541
|
|
$ 325,189
|
Long-term debt, including current portion
|
$ 1,754,280
|
|
$ 1,756,747
|
Borrowing availability under our revolving credit facility
|
$ 100,000
|
|
$ 60,000
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
2017
|
|
2016
|
|
(in thousands)
|
|
|
|
|
Net cash (used in) provided by operating activities
|
$ (483)
|
|
$ 29,712
|
Net cash used in investing activities
|
(293,393)
|
|
(420,162)
|
Net cash (used in) provided by financing activities
|
(7,772)
|
|
413,786
|
Net (decrease) increase in cash
|
$ (301,648)
|
|
$ 23,336
|
Guidance for the Three-Months Ending June 30, 2017
Based on our current forecasts for the second quarter of 2017, we anticipate the changes from the three-months ended
June 30, 2016 as outlined below. Our estimates for the second quarter of 2017 include approximately
$19.2 million of revenue and $8.0 million of broadcast operating
expense estimated to be contributed by the 2017 Acquisitions and the stations acquired in the Diversified Acquisition.
|
|
Three Months Ending June 30,
|
|
|
Low End
|
|
% Change
|
|
High End
|
|
% Change
|
|
|
|
|
Guidance
|
|
From
|
|
Guidance
|
|
From
|
|
|
|
|
for
|
|
As-Reported
|
|
for
|
|
As-Reported
|
|
As-Reported
|
|
|
the Second
|
|
Second
|
|
the Second
|
|
Second
|
|
Second
|
|
|
Quarter of
|
|
Quarter of
|
|
Quarter of
|
|
Quarter of
|
|
Quarter of
|
Selected operating data:
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2016
|
|
|
(dollars in thousands)
|
OPERATING REVENUE:
|
|
|
|
|
|
|
|
|
|
|
Revenue (less agency commissions)
|
|
$218,000
|
|
11 %
|
|
$223,000
|
|
13 %
|
|
$ 196,633
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
(before depreciation, amortization and
|
|
|
|
|
|
|
|
|
|
|
gain or loss on disposals of assets):
|
|
|
|
|
|
|
|
|
|
|
Broadcast
|
|
$141,000
|
|
20 %
|
|
$143,000
|
|
22 %
|
|
$ 117,335
|
Corporate and administrative
|
|
$ 9,250
|
|
9 %
|
|
$ 9,750
|
|
14 %
|
|
$ 8,524
|
|
|
|
|
|
|
|
|
|
|
|
OTHER SELECTED DATA:
|
|
|
|
|
|
|
|
|
|
|
Political advertising revenue
|
|
|
|
|
|
|
|
|
|
|
(less agency commissions)
|
|
$ 750
|
|
(92)%
|
|
$ 1,200
|
|
(88)%
|
|
$ 9,649
|
Comments on Second Quarter of 2017 Guidance:
Second Quarter of 2017 on As-Reported Basis:
Revenue on As-Reported Basis.
Based on our current forecasts for the second quarter of 2017, we anticipate the following changes from the second quarter of
2016 as outlined below:
- We believe our second quarter of 2017 local advertising revenue (including internet/digital/mobile) will increase to be
within a range of approximately$116.5 million to $118.5 million, or +11% to +13%.
- We believe our second quarter of 2017 national advertising revenue will increase to be within a range of approximately
$28.0 to $29.5 million, or +7% to +13%.
- We believe our second quarter of 2017 political revenue will be within a range of approximately $0.8
million to $1.2 million. For the second quarter of 2015, we reported political revenue of approximately $2.2 million.
- We believe our second quarter of 2017 retransmission consent revenue will be approximately $69.5
million.
Broadcast Operating Expenses (before depreciation, amortization and gain or loss on disposal of assets, net) on
As-Reported Basis.
For the second quarter of 2017, we anticipate our broadcast operating expenses will increase from the second quarter of 2016,
reflecting the impact of the 2017 Acquisitions and the 2016 Acquisitions as well as anticipated increases in payroll and related
employee benefits. We anticipate that our broadcast operating expenses will also reflect increases in retransmission expense of
approximately $9.9 million, to total approximately $34.0 million for
the second quarter of 2017.
Corporate and Administrative Operating Expenses (before depreciation, amortization and gain or loss on disposal
of assets) on As-Reported Basis.
For the second quarter of 2017, we anticipate our corporate and administrative operating expense will increase to within a
range of approximately $9.3 million to $9.8 million, primarily attributable to routine increases in
compensation and professional service fees.
Second Quarter of 2017 on Combined Historical Basis:
Based on our current forecasts for the second quarter of 2017, we anticipate the following changes from the Combined
Historical Basis for the second quarter of 2016 as outlined below. For the purposes hereof, our Combined Historical Basis
revenues and expenses for the second quarter of 2016 have been adjusted to give effect to the 2017 Acquisitions, 2016
Acquisitions and the Diversified Acquisition.
Revenue on Combined Historical Basis:
- We believe our second quarter of 2017 total revenue will change by approximately 0% to +2%.
- We believe our second quarter of 2017 local advertising revenue will change by approximately -1% to +1%.
- We believe our second quarter of 2017 national advertising revenue will decrease by approximately -7% to -2%.
- We believe our second quarter of 2017 retransmission consent revenue will increase by approximately +25%.
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 second quarter of 2017 are anticipated to increase from the second quarter of
2016 on a Combined Historical Basis by 9% to 10%. This increase reflects an expected increase of $7.4
million in retransmission expense (to total approximately $34.0 million for the second
quarter of 2017).
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 2017 Senior Credit Facility
("Operating Cash Flow"), Free Cash Flow and Total Leverage Ratio, Net of All Cash. These non-GAAP amounts are used by us to
approximate the amount used to calculate key financial performance covenants contained in our debt agreements and are used with
our GAAP data to evaluate our results and liquidity. These non-GAAP amounts may be provided on an As-Reported Basis as well as a
Combined Historical Basis.
We define Broadcast Cash Flow as net income plus loss from early extinguishment of debt, 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.
We define Broadcast Cash Flow Less Cash Corporate Expenses 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, and 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.
We define Operating Cash Flow as Combined Historical Basis 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 and pension expenses less any gain on disposal of assets, any miscellaneous income, any income tax benefits, payments for
program broadcast obligations, network compensation revenue and cash contributions to pension plans.
We define Free Cash Flow 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, amortization of deferred financing costs, any income tax expense, non-cash 401(k) expense and
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, 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).
Our Total Leverage Ratio, Net of All Cash is calculated as our Operating Cash Flow for the preceding eight quarters, divided
by two, which is then divided by our long term debt, excluding net premiums and net deferred financing costs, but including any
other debt, net of all cash.
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.
Reconciliation on As-Reported Basis, in thousands:
|
Three Months Ended
|
|
March 31,
|
|
2017
|
|
2016
|
|
2015
|
|
|
|
|
|
|
Net income
|
$ 10,505
|
|
$ 8,990
|
|
$ 5,595
|
Adjustments to reconcile from net income to Broadcast Cash
|
|
|
|
|
|
Flow Less Cash Corporate Expenses:
|
|
|
|
|
|
Depreciation
|
12,629
|
|
11,126
|
|
8,798
|
Amortization of intangible assets
|
5,567
|
|
3,888
|
|
2,771
|
Non-cash stock-based compensation
|
1,338
|
|
1,284
|
|
993
|
Loss (gain) on disposals of assets, net
|
527
|
|
(1,648)
|
|
(18)
|
Miscellaneous income, net
|
(7)
|
|
(569)
|
|
(7)
|
Interest expense
|
23,191
|
|
21,275
|
|
18,530
|
Loss from early extinguishment of debt
|
2,540
|
|
-
|
|
-
|
Income tax expense
|
7,329
|
|
6,415
|
|
3,940
|
Amortization of program broadcast rights
|
5,222
|
|
4,396
|
|
3,607
|
Common stock contributed to 401(k) plan
|
|
|
|
|
|
excluding corporate 401(k) contributions
|
7
|
|
6
|
|
6
|
Payments for program broadcast rights
|
(5,119)
|
|
(3,977)
|
|
(3,588)
|
Corporate and administrative expenses excluding
|
|
|
|
|
|
depreciation, amortization of intangible assets and
|
|
|
|
|
|
non-cash stock-based compensation
|
6,735
|
|
14,708
|
|
6,097
|
Broadcast Cash Flow
|
70,464
|
|
65,894
|
|
46,724
|
Corporate and administrative expenses excluding
|
|
|
|
|
|
depreciation, amortization of intangible assets and
|
|
|
|
|
|
non-cash stock-based compensation
|
(6,735)
|
|
(14,708)
|
|
(6,097)
|
Broadcast Cash Flow Less Cash Corporate Expenses
|
$ 63,729
|
|
$ 51,186
|
|
$ 40,627
|
Pension expense
|
(85)
|
|
40
|
|
2,401
|
Contributions to pension plans
|
(624)
|
|
(520)
|
|
-
|
Interest expense
|
(23,191)
|
|
(21,275)
|
|
(18,530)
|
Amortization of deferred financing costs
|
1,151
|
|
1,071
|
|
799
|
Amortization of net original issue premium on
|
|
|
|
|
|
5.875% senior notes due 2026
|
(153)
|
|
(216)
|
|
(216)
|
Purchase of property and equipment
|
(3,977)
|
|
(5,931)
|
|
(2,849)
|
Income taxes paid, net of refunds
|
(256)
|
|
(140)
|
|
(241)
|
Free Cash Flow
|
$ 36,594
|
|
$ 24,215
|
|
$ 21,991
|
Reconciliation on Combined Historical Basis, in thousands:
|
Three Months Ended
|
|
March 31,
|
|
2017
|
|
2016
|
|
2015
|
|
|
|
|
|
|
Net income
|
$ 9,204
|
|
$ 11,729
|
|
$ 8,800
|
Adjustments to reconcile from net income to Broadcast Cash
|
|
|
|
|
|
Flow Less Cash Corporate Expenses:
|
|
|
|
|
|
Depreciation
|
12,732
|
|
12,625
|
|
12,329
|
Amortization of intangible assets
|
5,583
|
|
4,849
|
|
4,651
|
Non-cash stock-based compensation
|
1,338
|
|
1,284
|
|
993
|
Loss (gain) on disposals of assets, net
|
527
|
|
(1,448)
|
|
35
|
Miscellaneous income, net
|
(7)
|
|
394
|
|
1,516
|
Interest expense
|
23,191
|
|
24,849
|
|
23,306
|
Loss from early extinguishment of debt
|
2,540
|
|
-
|
|
-
|
Income tax expense
|
7,329
|
|
5,775
|
|
3,444
|
Amortization of program broadcast rights
|
5,276
|
|
5,254
|
|
5,206
|
Common stock contributed to 401(k) plan
|
|
|
|
|
|
excluding corporate 401(k) contributions
|
7
|
|
6
|
|
6
|
Payments for program broadcast rights
|
(5,173)
|
|
(4,835)
|
|
(5,187)
|
Corporate and administrative expenses excluding
|
|
|
|
|
|
depreciation, amortization of intangible assets and
|
|
|
|
|
|
non-cash stock-based compensation
|
6,735
|
|
14,708
|
|
6,097
|
Other
|
1,568
|
|
3,197
|
|
7,031
|
Broadcast Cash Flow
|
$ 70,850
|
|
$ 78,387
|
|
$ 68,227
|
Corporate and administrative expenses excluding
|
|
|
|
|
|
depreciation, amortization of intangible assets and
|
|
|
|
|
|
non-cash stock-based compensation
|
(6,735)
|
|
(14,708)
|
|
(6,097)
|
Broadcast Cash Flow Less Cash Corporate Expenses
|
$ 64,115
|
|
$ 63,679
|
|
$ 62,130
|
Pension expense
|
(85)
|
|
40
|
|
2,401
|
Contributions to pension plans
|
(624)
|
|
(520)
|
|
-
|
Other
|
556
|
|
6,735
|
|
-
|
Operating Cash Flow as defined in 2017 Senior Credit Facility
|
$ 63,962
|
|
$ 69,934
|
|
$ 64,531
|
Interest expense
|
(23,191)
|
|
(24,849)
|
|
(23,306)
|
Amortization of deferred financing costs
|
1,151
|
|
1,071
|
|
799
|
Amortization of net original issue premium on
|
|
|
|
|
|
5.875% senior notes due 2026
|
(153)
|
|
(216)
|
|
(216)
|
Purchase of property and equipment
|
(3,977)
|
|
(5,931)
|
|
(6,750)
|
Income taxes paid, net of refunds
|
(256)
|
|
(140)
|
|
(1,250)
|
Free Cash Flow
|
$ 37,536
|
|
$ 39,869
|
|
$ 33,808
|
Reconciliation of Total Leverage Ratio, Net of All Cash, in thousands except for ratio:
Combined Historical Basis Operating Cash Flow
|
|
Eight Quarters
Ended
|
as defined in the 2017 Senior Credit Facility:
|
|
March 31, 2017
|
|
|
|
Net income
|
|
$
149,083
|
Adjustments to reconcile from net income to Broadcast Cash
|
|
|
Flow Less Cash Corporate Expenses:
|
|
|
Depreciation
|
|
99,509
|
Amortization of intangible assets
|
|
38,020
|
Non-cash stock-based compensation
|
|
9,466
|
Loss on disposal of assets, net
|
|
2,862
|
Miscellaneous income, net
|
|
4,410
|
Interest expense
|
|
192,919
|
Loss from early extinguishment of debt
|
|
34,527
|
Income tax expense
|
|
70,750
|
Amortization of program broadcast rights
|
|
42,218
|
Common stock contributed to 401(k) plan
|
|
|
excluding corporate 401(k) contributions
|
|
56
|
Payments for program broadcast rights
|
|
(41,535)
|
Corporate and administrative expenses before depreciation,
amortization
|
|
|
of intangible assets and non-cash stock-based compensation
|
|
68,330
|
Other
|
|
21,450
|
Broadcast Cash Flow
|
|
692,065
|
Corporate and administrative expenses before depreciation,
amortization
|
|
|
of intangible assets and non-cash stock-based compensation
|
|
(68,330)
|
Broadcast Cash Flow Less Cash Corporate Expenses
|
|
623,735
|
Pension expense
|
|
1,886
|
Contributions to pension plans
|
|
(9,093)
|
Other
|
|
15,486
|
Operating Cash Flow as defined in 2017 Senior Credit Facility
|
|
$
632,014
|
Operating Cash Flow as defined in 2017 Senior Credit
Facility,
|
|
|
divided by two
|
|
$
316,007
|
|
|
|
|
|
March 31, 2017
|
Adjusted Total Indebtedness:
|
|
|
Long term debt
|
|
$ 1,754,280
|
Capital leases and other debt
|
|
643
|
Total deferred financing costs, net
|
|
31,410
|
Premium on subordinated debt, net
|
|
(5,644)
|
Cash
|
|
(23,541)
|
Adjusted Total Indebtedness, Net of All Cash
|
|
$ 1,757,148
|
Total Leverage Ratio, Net of All Cash
|
|
5.56
|
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.
As of the date of this release, we own and/or operate television stations in 56 television markets that broadcast more than 200
separate program streams, including 103 channels affiliated with the CBS Network, the NBC Network, the ABC Network and the FOX
Network. Our portfolio, including pending acquisitions, includes the number-one and/or number-two ranked television station
operations in essentially all of our markets, which collectively cover approximately 10.3 percent 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 second quarter of 2017 or other periods, the impact of recently completed transactions, anticipated receipt of
proceeds from the auction of broadcast spectrum, future operating expenses, future income tax payments 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 May 4,
2017. 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, 2016 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
We will host a conference call to discuss our first quarter operating results on May 4, 2017.
The call will begin at 11:00 a.m. Eastern Time. The live dial-in number is 1-800-768-6490 and the
confirmation code is 1813885. 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:
1813885 until June 3, 2017.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/gray-reports-record-operating-results-300451154.html
SOURCE Gray Television, Inc.