NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The accompanying condensed consolidated balance sheet of Gray Television, Inc. (and its consolidated subsidiaries, except as the context otherwise provides, “Gray,” the “Company,” “we,” “us,” and “our”) as of December 31, 2020, which was derived from the Company’s audited financial statements as of December 31, 2020, and our accompanying unaudited condensed consolidated financial statements as of September 30, 2021 and for the periods ended September 30, 2021 and 2020, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. We manage our business on the basis of two operating segments: broadcasting and production companies. Unless otherwise indicated, all station rank, in-market share and television household data herein are derived from reports prepared by Comscore, Inc. (“Comscore”). While we believe this data to be accurate and reliable, we have not independently verified such data nor have we ascertained the underlying assumptions relied upon therein, and cannot guarantee the accuracy or completeness of such data. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”). Our financial condition as of, and operating results for the three and nine-months ended September 30, 2021, are not necessarily indicative of the financial condition or results that may be expected for any future interim period or for the year ending December 31, 2021.
Overview. We are a television broadcasting company headquartered in Atlanta, Georgia, that is the largest owner of top-rated local television (“television” or “TV”) stations and digital assets in the United States. Upon the completion of our anticipated acquisition of the Local Media Group of Meredith Corporation (the “Meredith Transaction” as defined herein), we will become the nation’s second largest television broadcaster, with television stations serving 113 markets that reach approximately 36 percent of US television households. The portfolio will include 79 markets with the top-rated television station and 101 markets with the first and/or second highest rated television station according to Comscore’s audience measurement data. We also own video program production, marketing, and digital businesses including Raycom Sports, Tupelo Honey, and RTM Studios, the producer of PowerNation programs and content, and is the majority owner of Swirl Films, which we refer to collectively as our “production companies.”
Investments in Broadcasting, Production and Technology Companies. We have investments in several television, production and technology companies. We account for all material investments in which we have significant influence over the investee under the equity method of accounting. Upon initial investment, we record equity method investments at cost. The amounts initially recognized are subsequently adjusted for our appropriate share of the net earnings or losses of the investee. We record any investee losses up to the carrying amount of the investment plus advances and loans made to the investee, and any financial guarantees made on behalf of the investee. We recognize our share in earnings and losses of the investee as miscellaneous (expense) income, net in our condensed consolidated statements of operations. Investments are also increased by contributions made to and decreased by the distributions from the investee. The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired.
Investments in non-public businesses that do not have readily determinable pricing, and for which the Company does not have control or does not exert significant influence, are carried at cost less impairments, if any, plus or minus changes in observable prices for those investments. Gains or losses resulting from changes in the carrying value of these investments are included as miscellaneous (expense) income, net in our condensed consolidated statements of operations. These investments are reported together as a non-current asset on our condensed consolidated balance sheets.
Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The business and economic uncertainty resulting from the novel coronavirus and its related disease (collectively, “COVID-19”) has made such estimates and assumptions more difficult to calculate. Our actual results could differ materially from these estimated amounts. Our most significant estimates are our allowance for credit losses in receivables, valuation of goodwill and intangible assets, amortization of program rights and intangible assets, pension costs, income taxes, employee medical insurance claims, useful lives of property and equipment and contingencies.
Earnings Per Share. We compute basic earnings per share by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the relevant period. The weighted-average number of common shares outstanding does not include restricted shares. These shares, although classified as issued and outstanding, are considered contingently returnable until the restrictions lapse and, in accordance with U.S. GAAP, are not included in the basic earnings per share calculation until the shares vest. Diluted earnings per share is computed by including all potentially dilutive common shares, including restricted shares, in the diluted weighted-average shares outstanding calculation, unless their inclusion would be antidilutive.
The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding for the three and nine-month periods ended September 30, 2021 and 2020, respectively (in millions):
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding-basic
|
|
|
95
|
|
|
|
95
|
|
|
|
94
|
|
|
|
97
|
|
Common stock equivalents for stock options and restricted stock
|
|
|
-
|
|
|
|
1
|
|
|
|
1
|
|
|
|
-
|
|
Weighted-average shares outstanding-diluted
|
|
|
95
|
|
|
|
96
|
|
|
|
95
|
|
|
|
97
|
|
Accumulated Other Comprehensive Loss. Our accumulated other comprehensive loss balances as of September 30, 2021 and December 31, 2020, consist of adjustments to our pension liability and the related income tax effect. Our comprehensive income for the nine-month periods ended September 30, 2021 and 2020 consisted solely of our net income. As of September 30, 2021 and December 31, 2020 the balances were as follows (in millions):
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
Items included in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
Increase in pension liability
|
|
$
|
(52
|
)
|
|
$
|
(52
|
)
|
Income tax benefit
|
|
|
(13
|
)
|
|
|
(13
|
)
|
Accumulated other comprehensive loss
|
|
$
|
(39
|
)
|
|
$
|
(39
|
)
|
Accounts Receivable and Allowance for Credit Losses. We record accounts receivable from sales and service transactions in our condensed consolidated balance sheets at amortized cost adjusted for any write-offs and net of allowance for credit losses. We are exposed to credit risk primarily through sales of broadcast and digital advertising with a variety of direct and agency-based advertising customers, retransmission consent agreements with multichannel video program distributors and program production sales and services.
Our allowance for credit losses is an estimate of expected losses over the remaining contractual life of our receivables based on an ongoing analysis of collectability, historical collection experience, current economic and industry conditions and reasonable and supportable forecasts. The allowance is calculated using a historical loss rate applied to the current aging analysis. We may also apply additional allowance when warranted by specific facts and circumstances. We generally write off accounts receivable balances when the customer files for bankruptcy or when all commonly used methods of collection have been exhausted.
The following table provides a roll-forward of the allowance for credit losses. The allowance is deducted from the amortized cost basis of accounts receivable in our condensed consolidated balance sheets (in millions):
|
|
Nine Months Ended
|
|
|
|
September 30, 2021
|
|
Beginning balance
|
|
$
|
10
|
|
Provision for credit losses
|
|
|
2
|
|
Amounts written off
|
|
|
(1
|
)
|
Amounts recovered from previous write-offs
|
|
|
-
|
|
Ending balance
|
|
$
|
11
|
|
Property and Equipment, Net. Property and equipment are carried at cost, or in the case of acquired businesses, at their initial fair value. Depreciation is computed principally by the straight-line method. The following table lists the components of property and equipment by major category (dollars in millions):
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
Useful Lives
|
|
|
|
2021
|
|
|
2020
|
|
|
(in years)
|
|
Property and equipment, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
217
|
|
|
$
|
123
|
|
|
|
|
|
|
|
Buildings and improvements
|
|
|
332
|
|
|
|
305
|
|
|
|
7
|
to
|
40
|
|
Equipment
|
|
|
927
|
|
|
|
834
|
|
|
|
3
|
to
|
20
|
|
|
|
|
1,476
|
|
|
|
1,262
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
(568
|
)
|
|
|
(525
|
)
|
|
|
|
|
|
|
Total property and equipment, net
|
|
$
|
908
|
|
|
$
|
737
|
|
|
|
|
|
|
|
Maintenance, repairs and minor replacements are charged to operations as incurred; major replacements and betterments are capitalized. The cost of any assets divested, sold or retired and the related accumulated depreciation are removed from the accounts at the time of disposition, and any resulting gain or loss is reflected in income or expense for the period.
In April 2017, the Federal Communications Commission (the “FCC”) began a process of reallocating the broadcast spectrum (the “Repack”). Specifically, the FCC is requiring certain television stations to change channels and/or modify their transmission facilities. The U.S. Congress passed legislation which provides the FCC with funds to reimburse certain costs incurred by stations operating under a full power license and a portion of the costs incurred by stations operating under a low power license that are reassigned to new channels. A significant number of our current full power and low power stations are affected by the Repack. The Repack process began in the summer of 2017 and we expect that it will conclude for nearly all of our stations before the end of 2021. The majority of our costs associated with the Repack qualify for capitalization, rather than expense. Upon receipt of funds reimbursing us for our Repack costs, we record those proceeds as a component of our loss (gain) on disposal of assets, net.
The following tables provide additional information related to (loss) gain on disposal of assets, net included in our condensed consolidated statements of operations and purchases of property and equipment included in our condensed consolidated statements of cash flows (in millions):
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
(Loss) gain on disposal of assets, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of assets
|
|
$
|
-
|
|
|
$
|
7
|
|
|
$
|
3
|
|
|
$
|
8
|
|
Proceeds from FCC - Repack
|
|
|
4
|
|
|
|
5
|
|
|
|
10
|
|
|
|
19
|
|
Net book value of assets disposed
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
|
(6
|
)
|
|
|
(4
|
)
|
Non-cash loss on divestitures
|
|
|
(53
|
)
|
|
|
-
|
|
|
|
(53
|
)
|
|
|
-
|
|
Total
|
|
$
|
(51
|
)
|
|
$
|
10
|
|
|
$
|
(46
|
)
|
|
$
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recurring purchases - operations
|
|
|
|
|
|
|
|
|
|
$
|
57
|
|
|
$
|
51
|
|
Doraville land purchase
|
|
|
|
|
|
|
|
|
|
|
91
|
|
|
|
-
|
|
Repack
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
|
19
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
154
|
|
|
$
|
70
|
|
Recent Accounting Pronouncements. In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848). In January 2021, the FASB issued an amendment to ASU 2020-04, ASU 2021-01, Reference Rate Reform (Topic 848), in response to concerns about structural risks of interbank offered rates, and, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”). The amendments in this ASU apply to all entities that elect to apply the optional guidance in Topic 848. An entity may elect to apply the amendments in this ASU on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final standard, up to the date that financial statements are available to be issued. We are currently evaluating the applicability of this guidance.
In addition to the accounting standards described above, certain amounts in the condensed consolidated statements of cash flows have also been reclassified to conform to the current presentation.
Revenue Recognition. We recognize revenue when we have completed a specified service and effectively transferred the control of that service to a customer in return for an amount of consideration we expect to be entitled to receive. The amount of revenue recognized is determined by the amount of consideration specified in a contract with our customers. We have elected to exclude taxes assessed by a governmental authority on transactions with our customers from our revenue. Any unremitted balance is included in current liabilities on our condensed consolidated balance sheets.
We record a deposit liability for cash deposits received from our customers that are to be applied as payment once the performance obligation arises and is satisfied. These deposits are recorded as deposit liabilities on our condensed consolidated balance sheets. When we invoice our customers for completed performance obligations, we are unconditionally entitled to receive payment of the invoiced amounts. Therefore, we record invoiced amounts in accounts receivable on our condensed consolidated balance sheets. We generally require amounts payable under advertising contracts with our political advertising customers to be paid for in advance. We record the receipt of this cash as a deposit liability. Once the advertisement has been broadcast, the revenue is earned, and we record the revenue and reduce the balance in this deposit liability account. We recorded $21 million of revenue in the nine months ended September 30, 2021 that was included in the deposit liability balance as of December 31, 2020. The deposit liability balance is included in deferred revenue on our condensed consolidated balance sheets. The deposit liability balance was $8 million and $21 million as of September 30, 2021 and December 31, 2020, respectively.
Disaggregation of Revenue. Revenue from our production companies segment is generated through our direct sales channel. Revenue from our broadcasting and other segment is generated through both our direct and advertising agency intermediary sales channels. The following table presents our revenue from contracts with customers disaggregated by type of service and sales channel (in millions):
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Market and service type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local
|
|
$
|
232
|
|
|
$
|
188
|
|
|
$
|
657
|
|
|
$
|
549
|
|
National
|
|
|
60
|
|
|
|
49
|
|
|
|
174
|
|
|
|
136
|
|
Political
|
|
|
9
|
|
|
|
128
|
|
|
|
24
|
|
|
|
185
|
|
Total advertising
|
|
|
301
|
|
|
|
365
|
|
|
|
855
|
|
|
|
870
|
|
Retransmission consent
|
|
|
266
|
|
|
|
217
|
|
|
|
755
|
|
|
|
650
|
|
Production companies
|
|
|
20
|
|
|
|
11
|
|
|
|
44
|
|
|
|
32
|
|
Other
|
|
|
14
|
|
|
|
11
|
|
|
|
38
|
|
|
|
37
|
|
Total revenue
|
|
$
|
601
|
|
|
$
|
604
|
|
|
$
|
1,692
|
|
|
$
|
1,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales channel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
|
|
$
|
402
|
|
|
$
|
316
|
|
|
$
|
1,117
|
|
|
$
|
948
|
|
Advertising agency intermediary
|
|
|
199
|
|
|
|
288
|
|
|
|
575
|
|
|
|
641
|
|
Total revenue
|
|
$
|
601
|
|
|
$
|
604
|
|
|
$
|
1,692
|
|
|
$
|
1,589
|
|
3.
|
Acquisitions and Divestitures
|
Quincy Transaction. On August 2, 2021, we completed the acquisition of all the equity interests of Quincy Media, Inc. (“Quincy”) for an adjusted purchase price of $930 million, which amount includes an additional $5 million for working capital. Quincy owned and operated television stations in 16 markets. Also on August 2, 2021, and concurrently with the acquisition of Quincy, we completed the divestiture to Allen Media (“Allen”) of television stations in seven markets previously owned by Quincy and located in our existing television markets, for an adjusted divestiture price of $398 million, which amount includes $18 million for working capital (the “Quincy Divestiture”). The Quincy Divestiture resulted in a non-cash loss of $48 million. We refer to the acquisition of Quincy and the Quincy Divestiture collectively as the “Quincy Transaction.”
The following table lists the stations acquired and retained, net of divestitures:
Current
DMA
Rank
|
|
Designated Market Area ("DMA")
|
|
Station Call
Letters
|
|
Network
Affiliations
|
|
|
|
|
|
|
|
104
|
|
Fort Wayne, IN
|
|
WPTA/WISE
|
|
ABC/NBC/CW
|
118
|
|
Peoria, IL
|
|
WEEK
|
|
NBC/ABC/CW
|
136
|
|
Duluth, MN, Superior, WI
|
|
KBJR/KDLH
|
|
NBC/CBS/CW
|
147
|
|
Sioux City, IA
|
|
KTIV
|
|
NBC/CW
|
156
|
|
Rochester, MN - Mason City, IA
|
|
KTTC
|
|
NBC/CW
|
158
|
|
Binghamton, NY
|
|
WBNG
|
|
CBS/CW
|
162
|
|
Bluefield-Beckley, WV
|
|
WVVA
|
|
NBC/CW
|
172
|
|
Quincy, IL
|
|
WGEM
|
|
NBC/FOX/CW
|
The following stations were acquired and divested in the Quincy Transaction:
Current
DMA
Rank
|
|
DMA
|
|
Station Call
Letters
|
|
Network
Affiliations
|
|
|
|
|
|
|
|
75
|
|
Tucson, AZ
|
|
KVOA
|
|
NBC
|
80
|
|
Madison, WI
|
|
WKOW
|
|
ABC
|
91
|
|
Paducah, KY - Harrisburg, IL
|
|
WSIL
|
|
ABC
|
92
|
|
Cedar Rapids, IA
|
|
KWWL
|
|
NBC
|
123
|
|
La Crosse-Eau Claire, WI
|
|
WXOW
|
|
ABC
|
132
|
|
Rockford, IL
|
|
WREX
|
|
NBC
|
134
|
|
Wausau-Stevens Point, WI
|
|
WAOW
|
|
ABC
|
The following table summarizes the allocation of consideration paid in the Quincy Transaction (in millions):
Adjusted purchase price
|
|
$
|
930
|
|
Less - consideration allocated to assets acquired and liabilities assumed for the Quincy overlap markets that were divested on August 2, 2021
|
|
|
383
|
|
Purchase consideration for assets acquired and liabilities assumed, net of divestitures
|
|
$
|
547
|
|
Third Rail Acquisition. On September 13, 2021, we acquired the studio, production and office facilities as well as the related production and administrative assets and liabilities of Third Rail Studios (“Third Rail”) from Third Rail Studios, LLC and Studio Sixty, LLC for an adjusted purchase price of $27 million of cash. We refer to this transaction as the “Third Rail Acquisition”. This transaction represents an initial step in the broader development of our planned studio production facilities.
Purchase Price Allocations. The following table summarizes the values of the assets acquired, liabilities assumed and resulting goodwill of the Quincy Transaction and the Third Rail Acquisition (together, the “2021 Acquisitions”), in millions:
|
|
Quincy
|
|
|
Third Rail
|
|
|
Total
|
|
Cash
|
|
$
|
4
|
|
|
$
|
-
|
|
|
$
|
4
|
|
Accounts receivable, net
|
|
|
23
|
|
|
|
-
|
|
|
|
23
|
|
Other current assets
|
|
|
5
|
|
|
|
-
|
|
|
|
5
|
|
Property and equipment
|
|
|
73
|
|
|
|
24
|
|
|
|
97
|
|
Operating lease right of use asset
|
|
|
1
|
|
|
|
-
|
|
|
|
1
|
|
Goodwill
|
|
|
184
|
|
|
|
4
|
|
|
|
188
|
|
Broadcast licenses
|
|
|
245
|
|
|
|
-
|
|
|
|
245
|
|
Other intangible assets
|
|
|
86
|
|
|
|
-
|
|
|
|
86
|
|
Other current liabilities
|
|
|
(7
|
)
|
|
|
(1
|
)
|
|
|
(8
|
)
|
Deferred income taxes
|
|
|
(66
|
)
|
|
|
-
|
|
|
|
(66
|
)
|
Operating lease liabilities
|
|
|
(1
|
)
|
|
|
-
|
|
|
|
(1
|
)
|
Total
|
|
$
|
547
|
|
|
$
|
27
|
|
|
$
|
574
|
|
Due to the proximity of the acquisition date to the date of the filing of this quarterly report, these amounts are based upon management’s preliminary estimate of the fair values using valuation techniques including income, cost and market approaches. In determining the preliminary fair value of the acquired assets and assumed liabilities, the fair values were estimated based on, among other factors, expected future revenue and cash flows, expected future growth rates, and estimated discount rates.
Property and equipment are recorded at their fair value and are being depreciated over their estimated useful lives ranging from three years to 40 years.
Amounts related to other intangible assets are being amortized over their estimated useful lives of approximately 1 to 4 years.
Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and liabilities assumed, and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, as well as future synergies that we expect to generate from each acquisition. The goodwill recognized related to these acquisitions is deductible for income tax purposes.
Flint Divestiture. To facilitate regulatory approvals for the pending Meredith Transaction, on September 23, 2021, we divested our existing television station WJRT (ABC) in the Flint-Saginaw, Michigan market (DMA 64), to Allen for an adjusted purchase price of $72 million in cash, including working capital (the “Flint Divestiture”). The Flint Divestiture resulted in a non-cash loss of $5 million.
The Company’s consolidated results of operations for the nine-months ended September 30, 2021 includes the results of the Quincy Transaction beginning on August 2, 2020 and the Third Rail Acquisition beginning on September 13, 2021. Revenues attributable to the 2021 Acquisitions and included in our condensed consolidated statements of operations for the three and nine-months ended September 30, 2021 was $25 million, in each period.
The following table summarizes the approximate “Transaction Related Expenses” incurred in connection with the 2021 Acquisitions and the Flint Divestiture, during the three and nine-months ended September 30, 2021, by type and by financial statement line item (in millions):
|
|
September 30, 2021
|
|
|
|
Three Months
|
|
|
Nine Months
|
|
|
|
Ended
|
|
|
Ended
|
|
Transaction Related Expenses by type:
|
|
|
|
|
|
|
|
|
Legal, consulting and other professional fees
|
|
$
|
11
|
|
|
$
|
19
|
|
Incentive compensation and other severance costs
|
|
|
-
|
|
|
|
-
|
|
Termination of financing agreement
|
|
|
-
|
|
|
|
7
|
|
Total Transaction Related Expenses
|
|
$
|
11
|
|
|
$
|
26
|
|
|
|
|
|
|
|
|
|
|
Transaction Related Expenses by financial statement line item:
|
|
|
|
|
|
|
|
|
Operating expenses before depreciation, amortization and loss (gain) on disposal of assets, net:
|
|
|
|
|
|
|
|
|
Broadcasting
|
|
$
|
-
|
|
|
$
|
-
|
|
Corporate and administrative
|
|
|
11
|
|
|
|
19
|
|
Miscellaneous (income) expense, net
|
|
|
-
|
|
|
|
7
|
|
Total Transaction Related Expenses
|
|
$
|
11
|
|
|
$
|
26
|
|
Unaudited Pro Forma Financial Information – 2021 Acquisitions. The following table sets forth certain unaudited pro forma information for the nine-months ended September 30, 2021 and 2020, assuming that the 2021 Acquisitions and the Flint Divestiture occurred on January 1, 2020 (in millions, except per share data):
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
Revenue (less agency commissions)
|
|
$
|
1,751
|
|
|
$
|
1,678
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
126
|
|
|
$
|
153
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders
|
|
$
|
87
|
|
|
$
|
114
|
|
|
|
|
|
|
|
|
|
|
Basic net income attributable to common stockholders, per share
|
|
$
|
0.93
|
|
|
$
|
1.18
|
|
|
|
|
|
|
|
|
|
|
Diluted net income attributable to common stockholders, per share
|
|
$
|
0.92
|
|
|
$
|
1.18
|
|
This pro forma financial information is based on Gray’s historical results of operations and the historical results of operations of the businesses acquired, net of divestitures, included in the 2021 Acquisitions and the Flint Divestiture, adjusted for the effects of fair value estimates and other acquisition accounting adjustments, and is not necessarily indicative of what our results would have been had we completed the 2021 Acquisitions and the Flint Divestiture, on January 1, 2020, or on any other historical date, nor is it reflective of our expected results of operations for any future period. The pro forma adjustments for the nine-months ended September 30, 2021 and 2020 reflect depreciation expense and amortization of finite-lived intangible assets related to the fair value of the assets acquired, Transaction Related Expenses and related tax effects of the adjustments. This pro forma financial information has been prepared based on estimates and assumptions that we believe are reasonable as of the date hereof, and are subject to change based on, among other things, changes in the fair value estimates or underlying assumptions.
Lubbock Transactions. On December 31, 2020, we acquired television station KLCW-TV (CW) and certain low power television stations in the Lubbock, Texas market (DMA 142), as well as certain non-license assets of KJTV-TV (FOX) and two additional low power stations and certain real estate, for a combined purchase price of $24 million, using cash on hand. On that date, we also entered into a shared services agreement with SagamoreHill to provide news and back-office services to KJTV-TV and its associated low power stations using cash on hand (the “Lubbock Transactions”).
The following table summarizes the preliminary values of the assets acquired and resulting goodwill of the Lubbock Transactions (in millions):
Property and equipment
|
|
$
|
6
|
|
Operating lease right of use asset
|
|
|
1
|
|
Goodwill
|
|
|
6
|
|
Broadcast licenses
|
|
|
5
|
|
Other intangible assets
|
|
|
7
|
|
Other liabilities
|
|
|
(1
|
)
|
Total
|
|
$
|
24
|
|
These amounts are based upon management’s preliminary estimate of the fair values using valuation techniques including income, cost and market approaches. In determining the preliminary fair value of the acquired assets and assumed liabilities, the fair values were determined based on, among other factors, expected future revenue and cash flows, expected future growth rates, and estimated discount rates.
Property and equipment are recorded at their fair value and are being depreciated over their estimated useful lives ranging from three years to 40 years.
Amounts related to other intangible assets are being amortized over their estimated useful lives of approximately 1 to 4 years.
Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and liabilities assumed, and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, as well as future synergies that we expect to generate from each acquisition. The goodwill recognized related to this acquisition is deductible for income tax purposes.
Pending Acquisition
Acquisition of Meredith. On May 3, 2021, we entered into the Meredith Transaction, in which we agreed to acquire all outstanding shares of Meredith Corporation (“Meredith”), subject to and immediately after the spinoff of Meredith’s National Media Group to the current Meredith shareholders. The agreement was amended on June 2, 2021 and October 6, 2021, to revise the purchase consideration to $16.99 per share in cash, or $2.8 billion in total enterprise value and to modify certain terms of the agreement. The parties expect to close the transaction in the fourth quarter of 2021. At the closing, Gray will acquire Meredith’s remaining operating division, known as the Local Media Group, which owns 17 television stations in 12 local markets, adding 11 new markets to our operations.
The transaction is subject to approval of Meredith’s shareholders and customary closing conditions and regulatory approvals, including certain consents necessary to effectuate the spinoff of Meredith’s National Media Group immediately prior to the closing of our acquisition of Meredith.
Refer to Note 4. “Long-Term Debt” for a description of the debt financing arrangements related to this transaction.
As of September 30, 2021 and December 31, 2020, long-term debt consisted of obligations under our senior credit facility (the “2019 Senior Credit Facility”), our 5.875% senior notes due 2026 (the “2026 Notes”), our 7.0% senior notes due 2027 (the “2027 Notes”) and our 4.75% senior notes due 2030 (the “2030 Notes”) as follows (in millions):
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
Long-term debt:
|
|
|
|
|
|
|
|
|
2019 Senior Credit Facility:
|
|
|
|
|
|
|
|
|
2017 Term Loan
|
|
$
|
595
|
|
|
$
|
595
|
|
2019 Term Loan
|
|
|
1,190
|
|
|
|
1,190
|
|
2026 Notes
|
|
|
700
|
|
|
|
700
|
|
2027 Notes
|
|
|
750
|
|
|
|
750
|
|
2030 Notes
|
|
|
800
|
|
|
|
800
|
|
Total outstanding principal, including current portion
|
|
|
4,035
|
|
|
|
4,035
|
|
Unamortized deferred loan costs - 2019 Senior Credit Facility
|
|
|
(30
|
)
|
|
|
(34
|
)
|
Unamortized deferred loan costs - 2026 Notes
|
|
|
(5
|
)
|
|
|
(6
|
)
|
Unamortized deferred loan costs - 2027 Notes
|
|
|
(9
|
)
|
|
|
(10
|
)
|
Unamortized deferred loan costs - 2030 Notes
|
|
|
(13
|
)
|
|
|
(14
|
)
|
Unamortized premium - 2026 Notes
|
|
|
3
|
|
|
|
3
|
|
Long-term debt, less deferred financing costs
|
|
|
3,981
|
|
|
|
3,974
|
|
|
|
|
|
|
|
|
|
|
Borrowing availability under Revolving Credit Facility
|
|
$
|
299
|
|
|
$
|
200
|
|
Borrowings under the 2019 Term Loan and the 2017 Term Loan bear interest, at our option, at either the LIBOR or the Base Rate, in each case, plus an applicable margin. As of September 30, 2021, the interest rate on the balance outstanding under the 2019 Term Loan and the 2017 Term Loan were 2.6% and 2.3%, respectively. The 2019 Term Loan and the 2017 Term Loan mature on January 2, 2026 and February 7, 2024, respectively.
As of September 30, 2021, the aggregate minimum principal maturities of our long term debt for the remainder of 2021 and the succeeding 5 years were as follows (in millions):
|
|
Minimum Principal Maturities
|
|
Year
|
|
2019 Senior
Credit Facility
|
|
|
2026 Notes
|
|
|
2027 Notes
|
|
|
2030 Notes
|
|
|
Total
|
|
Remainder of 2021
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
2022
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
2023
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
2024
|
|
|
595
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
595
|
|
2025
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
2026
|
|
|
1,190
|
|
|
|
700
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,890
|
|
Thereafter
|
|
|
-
|
|
|
|
-
|
|
|
|
750
|
|
|
|
800
|
|
|
|
1,550
|
|
Total
|
|
$
|
1,785
|
|
|
$
|
700
|
|
|
$
|
750
|
|
|
$
|
800
|
|
|
$
|
4,035
|
|
As of September 30, 2021, there were no significant restrictions on the ability of our subsidiaries to distribute cash to us or to the guarantor subsidiaries. The 2019 Senior Credit Facility contains affirmative and restrictive covenants with which we must comply. The 2026 Notes, the 2027 Notes and the 2030 Notes include covenants with which we must comply. As of September 30, 2021 and December 31, 2020, we were in compliance with all required covenants under all our debt obligations.
For all our interest bearing obligations, we made interest payments of approximately $121 million and $127 million during the nine-months ended September 30, 2021 and 2020, respectively. We did not capitalize any interest payments during the nine-months ended September 30, 2021 and 2020.
Meredith Transaction Financing. In connection with, and contingent upon the completion of the Meredith Transaction, we have agreed to complete certain financing transactions. Related to our Senior Credit Facility, we (1) agreed to incur a $1.5 billion incremental term loan under our senior credit facility, subject to market conditions at the time of financing and (2) agreed to amend and restate our existing revolving credit facility to increase our borrowing capacity under the facility from up to $300 million to up to $500 million, which will consist of (i) a $425 million five year revolving credit facility and (ii) a $75 million revolving credit facility with commitments expiring January 2, 2026. In addition, Gray Escrow II, Inc. (“Escrow Issuer”), a special purpose wholly-owned subsidiary, has agreed to issue $1.3 billion in aggregate principal amount of 5.375% senior unsecured notes due 2031 (the “2031 Notes”) at par, which we intend to assume upon completion of the Meredith Transaction. The proceeds of the transactions mentioned above, after deducting transaction fees and estimated expenses, will be used to pay a portion of the consideration for the Meredith Transaction. The amendment of our Senior Credit Facility is likely to result in a gain or loss on early extinguishment of debt that is not yet determinable.
5.
|
Fair Value Measurement
|
We measure certain assets and liabilities at fair value, which are classified by the FASB Codification within the fair value hierarchy as level 1, 2, or 3, on the basis of whether the measurement employs observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions and consider information about readily available market participant assumptions.
|
●
|
Level 1: Quoted prices for identical instruments in active markets
|
|
●
|
Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets
|
|
●
|
Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable
|
Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The use of different market assumptions or methodologies could have a material effect on the fair value measurement.
The carrying amounts of accounts receivable, prepaid and other current assets, accounts payable, employee compensation and benefits, accrued interest, other accrued expenses, and deferred revenue approximate fair value at both September 30, 2021 and December 31, 2020.
As of September 30, 2021 and December 31, 2020, the carrying amount of our long-term debt was $4.0 billion, and the fair value was $4.1 billion. The fair value of our long-term debt is based on observable estimates provided by third party financial professionals as of each date, and as such is classified within Level 2 of the fair value hierarchy.
We are authorized to issue 245 million shares in total of all classes of stock consisting of 25 million shares of class A common stock, 200 million shares of common stock, and 20 million shares of “blank check” preferred stock for which our Board of Directors has the authority to determine the rights, powers, limitations and restrictions. The rights of our common stock and class A common stock are identical, except that our class A common stock has 10 votes per share and our common stock has one vote per share.
Our common stock and class A common stock are entitled to receive cash dividends if declared, on an equal per-share basis. On February 24, 2021, the Board of Directors initiated a quarterly cash dividend of $0.08 per share on our common stock and class A common stock. The total dividends declared and paid during the nine-months ended September 30, 2021 was approximately $23 million. During the nine-months ending September 30, 2020, we did not declare or pay any dividends on our common stock or class A common stock.
Under our various employee benefit plans, we may, at our discretion, issue authorized and unissued shares, or previously issued shares held in treasury, of our class A common stock or common stock. As of September 30, 2021, we had reserved 3,209,452 shares and 1,103,015 shares of our common stock and class A common stock, respectively, for future issuance under various employee benefit plans. As of December 31, 2020, we had reserved 4,006,948 shares and 1,336,440 shares of our common stock and class A common stock, respectively, for future issuance under various employee benefit plans.
During the nine-months ended September 30, 2021, we have not repurchased any shares of our common stock or class A common stock under our share repurchase programs. As of September 30, 2021, approximately $204 million was available to repurchase shares of our common stock and/or class A common stock under these programs.
The components of our net periodic pension benefit are included in miscellaneous (expense) income, net in our condensed consolidated statements of operations. During the nine-months ended September 30, 2021, the amount recorded as a benefit was not material. During the nine-months ended September 30, 2021, we contributed $4 million to this plan.
During the nine-month period ended September 30, 2021, we contributed $11 million in matching cash contributions, and shares of our common stock valued at approximately $7 million for our 2020 discretionary profit-sharing contributions, to the 401(k) plan. The discretionary profit-sharing contribution was recorded as an expense in 2020 and accrued as of December 31, 2020. Based upon our staffing and employee participation as of September 30, 2021, during the remainder of 2021, we expect to contribute approximately $2 million of matching cash contributions to this plan. This estimate will increase upon the completion of the Meredith Transaction.
8.
|
Stock-based Compensation
|
We recognize compensation expense for stock-based payment awards made to our employees, consultants and directors. Our current stock-based compensation plans include our 2017 Equity and Incentive Compensation Plan (the “2017 EICP”). The following table provides our stock-based compensation expense and related income tax benefit for the three and nine-month periods ended September 30, 2021 and 2020 (in millions):
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Stock-based compensation expense, gross
|
|
$
|
3
|
|
|
$
|
5
|
|
|
$
|
10
|
|
|
$
|
12
|
|
Income tax benefit at our statutory rate associated with share-based compensation
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
(3
|
)
|
|
|
(3
|
)
|
Stock-based compensation expense, net
|
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
7
|
|
|
$
|
9
|
|
All shares of class A common stock and common stock underlying outstanding restricted stock units and performance awards are counted as issued at target levels under the 2017 for purposes of determining the number of shares available for future issuance.
During the nine-months ended September 30, 2021, we granted under the 2017 EICP:
|
●
|
47,360 shares of restricted common stock with a grant date fair value of $21.96 to our non-employee directors that will vest on April 30, 2022;
|
|
●
|
96,355 shares of restricted Class A common stock with a grant date fair value per share of $17.20 to an employee, of which 32,118 shares will vest on each of January 31, 2022 and 2023 and 32,119 shares will vest on January 31, 2024;
|
|
●
|
96,355 shares of restricted Class A common stock with a grant date fair value per share of $17.20 to an employee, subject to the achievement of certain performance measures, which will vest on February 29, 2024;
|
|
●
|
247,497 shares of restricted common stock with a grant date fair value per share of $18.21 to certain employees, of which 82,499 shares will vest on each of January 31, 2022, 2023 and 2024;
|
|
●
|
48,545 shares of restricted common stock with a grant date fair value per share of $18.21 to an employee, subject to the achievement of certain performance measures, which will vest on February 29, 2024;
|
|
●
|
restricted stock units representing 95,115 shares of our common stock, to certain employees, which will vest on March 1, 2022; and
|
|
●
|
40,715 vested shares of our Class A common stock with a grant date fair value per share of $19.87 to an employee, upon the achievement of certain performance measures.
|
During the nine-months ended September 30, 2020, we granted under the 2017 EICP:
|
●
|
78,722 shares of restricted common stock with a grant date fair value of $11.56 to our non-employee directors that vested on April 30, 2021;
|
|
●
|
83,407 shares of restricted Class A common stock with a grant date fair value per share of $19.87 to an employee, of which 27,802 shares vested on January 31, 2021, 27,802 shares will vest on January 31, 2022 and 27,803 shares will vest on January 31, 2023;
|
|
●
|
83,407 shares of restricted Class A common stock with a grant date fair value per share of $19.87 to an employee, subject to the achievement of certain performance measures, which will vest on January 31, 2023;
|
|
●
|
207,787 shares of restricted common stock with a grant date fair value per share of $21.69 to certain employees, of which 69,262 shares vested on January 31, 2021, 69,262 shares will vest on January 31, 2022 and 69,263 shares will vest on January 31, 2023;
|
|
●
|
40,756 shares of restricted common stock with a grant date fair value per share of $21.69 to an employee, subject to the achievement of certain performance measures, which will vest on January 31, 2023;
|
|
●
|
Restricted stock units representing 90,184 shares of our common stock, to certain employees, of which 60,052 shares that vested on March 1, 2021; and 15,066 shares will vest on each of March 1, 2022 and 2023;
|
|
●
|
Restricted stock units representing 3,000 shares of our common stock to an employee, that vested on June 1, 2020; and
|
|
●
|
32,216 shares of restricted common stock with a grant date fair value per share of $15.52 to an employee that vested on September 1, 2021.
|
A summary of restricted class A common stock, common stock and restricted stock units activity for the nine-month periods ended September 30, 2021 and 2020 is as follows:
|
|
Nine Months Ended
|
|
|
|
September 30, 2021
|
|
|
September 30, 2020
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
average
|
|
|
|
|
|
|
average
|
|
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
|
Grant Date
|
|
|
|
Number of
|
|
|
Fair Value
|
|
|
Number of
|
|
|
Fair Value
|
|
|
|
Shares
|
|
|
Per Share
|
|
|
Shares
|
|
|
Per Share
|
|
Restricted stock - class A common:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding - beginning of period
|
|
|
480,042
|
|
|
$
|
16.10
|
|
|
|
449,284
|
|
|
$
|
13.55
|
|
Granted(1)
|
|
|
233,425
|
|
|
$
|
17.67
|
|
|
|
166,814
|
|
|
$
|
19.87
|
|
Vested
|
|
|
(248,539
|
)
|
|
$
|
15.00
|
|
|
|
(136,056
|
)
|
|
$
|
12.32
|
|
Outstanding - end of period
|
|
|
464,928
|
|
|
$
|
17.47
|
|
|
|
480,042
|
|
|
$
|
16.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock - common:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding - beginning of period
|
|
|
917,533
|
|
|
$
|
16.84
|
|
|
|
977,547
|
|
|
$
|
15.45
|
|
Granted(1)
|
|
|
343,402
|
|
|
$
|
18.73
|
|
|
|
359,481
|
|
|
$
|
18.92
|
|
Vested
|
|
|
(613,179
|
)
|
|
$
|
15.48
|
|
|
|
(333,865
|
)
|
|
$
|
15.35
|
|
Forfeited
|
|
|
-
|
|
|
$
|
-
|
|
|
|
(85,630
|
)
|
|
$
|
15.53
|
|
Outstanding - end of period
|
|
|
647,756
|
|
|
$
|
19.13
|
|
|
|
917,533
|
|
|
$
|
16.84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock units - common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding - beginning of period
|
|
|
90,184
|
|
|
$
|
18.92
|
|
|
|
398,000
|
|
|
$
|
18.21
|
|
Granted
|
|
|
95,115
|
|
|
$
|
19.05
|
|
|
|
93,184
|
|
|
$
|
18.77
|
|
Vested
|
|
|
(60,052
|
)
|
|
$
|
18.92
|
|
|
|
(374,500
|
)
|
|
$
|
18.18
|
|
Forfeited
|
|
|
-
|
|
|
$
|
-
|
|
|
|
(26,500
|
)
|
|
$
|
18.21
|
|
Outstanding - end of period
|
|
|
125,247
|
|
|
$
|
19.02
|
|
|
|
90,184
|
|
|
$
|
18.92
|
|
|
(1)
|
For awards subject to future performance conditions, amounts assume target performance.
|
We determine if an arrangement is a lease at its inception. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. Right-of-use (“ROU”) assets related to our operating lease liabilities are measured at lease commencement based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives. Our lease terms that are used in determining our operating lease liabilities at lease commencement may include options to extend or terminate the leases when it is reasonably certain that we will exercise such options. We amortize our ROU assets as operating lease expense generally on a straight-line basis over the lease term and classify both the lease amortization and imputed interest as operating expenses. We have lease agreements with lease and non-lease components, and in such cases, we generally account for the components separately with only the lease component included in the calculation of the ROU asset and lease liability.
We have operating leases that primarily relate to certain of our facilities, data centers and vehicles. As of September 30, 2021, our operating leases substantially have remaining terms of one year to 99 years, some of which include options to extend and/or terminate the leases. We do not recognize lease assets and lease liabilities for any lease with an original lease term of less than one year.
Cash flow movements related to our lease activities are included in other assets and accounts payable and other liabilities as presented in net cash provided by operating activities in our condensed consolidated statement of cash flows for the nine-months ended September 30, 2021.
As of September 30, 2021, the weighted-average remaining term of our operating leases was approximately 10.25 years. The weighted-average discount rate used to calculate the values associated with our operating leases was 6.74%. The table below describes the nature of lease expense and classification of operating lease expense recognized in the three and nine-months ended September 30, 2021 and 2020, respectively (in millions):
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Lease expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease expense
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
9
|
|
|
$
|
9
|
|
Short-term lease expense
|
|
|
1
|
|
|
|
-
|
|
|
|
2
|
|
|
|
1
|
|
Total lease expense
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
11
|
|
|
$
|
10
|
|
The maturities of operating lease liabilities as of September 30, 2021, for the remainder of 2021 and the succeeding years were as follows (in millions):
Year ending December 31,
|
|
Operating Leases
|
|
Remainder of 2021
|
|
$
|
3
|
|
2022
|
|
|
11
|
|
2023
|
|
|
9
|
|
2024
|
|
|
9
|
|
2025
|
|
|
8
|
|
Thereafter
|
|
|
43
|
|
Total lease payments
|
|
|
83
|
|
Less: Imputed interest
|
|
|
(24
|
)
|
Present value of lease liabilities
|
|
$
|
59
|
|
10.
|
Commitments and Contingencies
|
Legal Proceedings and Claims. We are and expect to continue to be subject to legal actions, proceedings and claims that arise in the normal course of our business. In the opinion of management, the amount of ultimate liability, if any, with respect to these actions, proceedings and claims will not materially affect our financial position, results of operations or cash flows, although legal proceedings are subject to inherent uncertainties, and unfavorable rulings or events could have a material adverse impact on our financial position, results of operations or cash flows.
Pending Acquisitions. Please refer to Note 3. “Acquisitions and Divestitures” and Note 4. “Long-Term Debt”, for a discussion of our commitments related to the pending Meredith Transaction.
11.
|
Goodwill and Intangible Assets
|
During the nine-months ended September 30, 2021, we completed the 2021 Acquisitions and the Flint Divestiture that included the acquisition and divestiture of goodwill, broadcast licenses and definite-lived intangible assets. See Note 3 “Acquisitions and Divestitures” for more information regarding these transactions. Also, during the nine-months ended September 30, 2021, we completed the acquisition of other television station operations, including, in some cases, broadcast licenses that were not material. A summary of changes in our goodwill and other intangible assets, on a net basis, for the nine-months ended September 30, 2021 is as follows (in millions):
|
|
Net Balance at
|
|
|
Acquisitions
|
|
|
|
|
|
|
|
|
|
|
Net Balance at
|
|
|
|
December 31,
|
|
|
And
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
|
2020
|
|
|
Adjustments, Net
|
|
|
Impairments
|
|
|
Amortization
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$
|
1,460
|
|
|
$
|
173
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,633
|
|
Broadcast licenses
|
|
|
3,579
|
|
|
|
205
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,784
|
|
Finite-lived intangible assets
|
|
|
395
|
|
|
|
93
|
|
|
|
-
|
|
|
|
(81
|
)
|
|
|
407
|
|
Total intangible assets net of accumulated amortization
|
|
$
|
5,434
|
|
|
$
|
471
|
|
|
$
|
-
|
|
|
$
|
(81
|
)
|
|
$
|
5,824
|
|
A summary of the changes in our goodwill, on a gross basis, for the nine-months ended September 30, 2021, is as follows (in millions):
|
|
As of
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
|
December 31,
|
|
|
Net
|
|
|
|
|
|
|
September 30,
|
|
|
|
2020
|
|
|
Additions
|
|
|
Impairments
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill, gross
|
|
$
|
1,559
|
|
|
$
|
173
|
|
|
$
|
-
|
|
|
$
|
1,732
|
|
Accumulated goodwill impairment
|
|
|
(99
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(99
|
)
|
Goodwill, net
|
|
$
|
1,460
|
|
|
$
|
173
|
|
|
$
|
-
|
|
|
$
|
1,633
|
|
As of September 30, 2021 and December 31, 2020, our intangible assets and related accumulated amortization consisted of the following (in millions):
|
|
As of September 30, 2021
|
|
|
As of December 31, 2020
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
Gross
|
|
|
Amortization
|
|
|
Net
|
|
|
Gross
|
|
|
Amortization
|
|
|
Net
|
|
Intangible assets not currently subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broadcast licenses
|
|
$
|
3,838
|
|
|
$
|
(54
|
)
|
|
$
|
3,784
|
|
|
$
|
3,633
|
|
|
$
|
(54
|
)
|
|
$
|
3,579
|
|
Goodwill
|
|
|
1,633
|
|
|
|
-
|
|
|
|
1,633
|
|
|
|
1,460
|
|
|
|
-
|
|
|
|
1,460
|
|
|
|
$
|
5,471
|
|
|
$
|
(54
|
)
|
|
$
|
5,417
|
|
|
$
|
5,093
|
|
|
$
|
(54
|
)
|
|
$
|
5,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Network affiliation agreements
|
|
$
|
83
|
|
|
$
|
(38
|
)
|
|
$
|
45
|
|
|
$
|
67
|
|
|
$
|
(28
|
)
|
|
$
|
39
|
|
Other definite lived intangible assets
|
|
|
717
|
|
|
|
(355
|
)
|
|
|
362
|
|
|
|
644
|
|
|
|
(288
|
)
|
|
|
356
|
|
|
|
$
|
800
|
|
|
$
|
(393
|
)
|
|
$
|
407
|
|
|
$
|
711
|
|
|
$
|
(316
|
)
|
|
$
|
395
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangibles
|
|
$
|
6,271
|
|
|
$
|
(447
|
)
|
|
$
|
5,824
|
|
|
$
|
5,804
|
|
|
$
|
(370
|
)
|
|
$
|
5,434
|
|
Amortization expense for the nine-month periods ended September 30, 2021 and 2020 was $81 million and $78 million, respectively. Based on the intangible assets subject to amortization as of September 30, 2021, we expect that amortization expense for the remainder of 2021 would be approximately $29 million, and, for the succeeding five years, amortization expense will be approximately as follows: 2022, $112 million; 2023, $105 million; 2024, $40 million; 2025, $30 million; and 2026, $28 million. If and when acquisitions and dispositions occur in the future, actual amounts may vary materially from these estimates.
For the three and nine-month periods ended September 30, 2021 and 2020, our income tax expense and effective income tax rates were as follows (dollars in millions):
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Income tax expense
|
|
$
|
35
|
|
|
$
|
43
|
|
|
$
|
65
|
|
|
$
|
67
|
|
Effective income tax rate
|
|
|
194
|
%
|
|
|
26
|
%
|
|
|
52
|
%
|
|
|
26
|
%
|
We estimate our differences between taxable income or loss and recorded income or loss on an annual basis. Our tax provision for each quarter is based upon these full year projections, which are revised each reporting period. These projections incorporate estimates of permanent differences between U.S. GAAP income or loss and taxable income or loss, state income taxes and adjustments to our liability for unrecognized tax benefits to adjust our statutory Federal income tax rate of 21% to our effective income tax rate. For the nine-month period ended September 30, 2021, these estimates increased or decreased our statutory Federal income tax rate to our effective income tax rate of 52% as follows: state income taxes added 5%, permanent differences between our U.S. GAAP income and taxable income added 3% and divestiture of component 2 goodwill resulted in an increase of 23%. For the nine-month period ended September 30, 2020, these estimates increased or decreased our statutory Federal income tax rate to our effective income tax rate of 26% as follows: state income taxes added 4%, permanent differences between our U.S. GAAP income and taxable income added 1%.
During the nine-months ended September 30, 2021, we made $129 million of federal and state income tax payments, net of refunds, including $72 million related to the Quincy Divestiture. During the remainder of 2021, we anticipate making income tax payments (excluding pending refunds) of approximately $18 million, including $17 million related to the Flint Divestiture.
We have approximately $204 million of federal operating loss carryforwards, which expire during the years 2023 through 2037. We expect to have federal taxable income in the carryforward periods. We therefore believe that these federal operating loss carryforwards will be fully utilized. Additionally, we have an aggregate of approximately $567 million of various state operating loss carryforwards, of which we expect that approximately half will be utilized.
On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, contains modifications on the limitation of business interest for tax years beginning in 2019 and 2020, and permits net operating loss (“NOL”) carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. During 2020, we carried back certain NOLs resulting in a refund of $21 million.
The Company operates in two business segments: broadcasting and production companies. The broadcasting segment operates television stations located across 94 local markets in the U.S. The production companies segment includes the production of television content. Costs identified as other are primarily corporate and administrative expenses. The following tables present certain financial information concerning the Company’s operating segments (in millions):
|
|
|
|
|
|
Production
|
|
|
|
|
|
|
|
|
|
As of and for the nine-months ended September 30, 2021:
|
|
Broadcasting
|
|
|
Companies
|
|
|
Other
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue (less agency commissions)
|
|
$
|
1,648
|
|
|
$
|
44
|
|
|
$
|
-
|
|
|
$
|
1,692
|
|
Operating expenses before depreciation, amortization and loss on disposal of assets, net:
|
|
|
1,099
|
|
|
|
39
|
|
|
|
75
|
|
|
|
1,213
|
|
Depreciation and amortization
|
|
|
146
|
|
|
|
9
|
|
|
|
2
|
|
|
|
157
|
|
Loss on disposal of assets, net
|
|
|
46
|
|
|
|
-
|
|
|
|
-
|
|
|
|
46
|
|
Operating expenses
|
|
|
1,291
|
|
|
|
48
|
|
|
|
77
|
|
|
|
1,416
|
|
Operating income (loss)
|
|
$
|
357
|
|
|
$
|
(4
|
)
|
|
$
|
(77
|
)
|
|
$
|
276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
143
|
|
|
$
|
143
|
|
Capital expenditures (excluding business combinations)
|
|
$
|
63
|
|
|
$
|
88
|
|
|
$
|
3
|
|
|
$
|
154
|
|
Goodwill
|
|
$
|
1,588
|
|
|
$
|
45
|
|
|
$
|
-
|
|
|
$
|
1,633
|
|
Total assets
|
|
$
|
7,229
|
|
|
$
|
134
|
|
|
$
|
416
|
|
|
$
|
7,779
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine-months ended September 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue (less agency commissions)
|
|
$
|
1,557
|
|
|
$
|
32
|
|
|
$
|
-
|
|
|
$
|
1,589
|
|
Operating expenses before depreciation, amortization and (gain) loss on disposal of assets, net:
|
|
|
985
|
|
|
|
32
|
|
|
|
47
|
|
|
|
1,064
|
|
Depreciation and amortization
|
|
|
136
|
|
|
|
9
|
|
|
|
2
|
|
|
|
147
|
|
(Gain) loss on disposal of assets, net
|
|
|
(21
|
)
|
|
|
(2
|
)
|
|
|
-
|
|
|
|
(23
|
)
|
Operating expenses
|
|
|
1,100
|
|
|
|
39
|
|
|
|
49
|
|
|
|
1,188
|
|
Operating income (loss)
|
|
$
|
457
|
|
|
$
|
(7
|
)
|
|
$
|
(49
|
)
|
|
$
|
401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
143
|
|
|
$
|
143
|
|
Capital expenditures (excluding business combinations)
|
|
$
|
69
|
|
|
$
|
1
|
|
|
$
|
-
|
|
|
$
|
70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$
|
1,419
|
|
|
$
|
41
|
|
|
$
|
-
|
|
|
$
|
1,460
|
|
Total assets
|
|
$
|
6,631
|
|
|
$
|
141
|
|
|
$
|
871
|
|
|
$
|
7,643
|
|