UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~March 31,~~September 30, 2021 or

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _________ to _________ .

~~For the transition period from ________~~_to~~_________ .~~

Commission file number: 1-13796

Gray Television, Inc.

(Exact name of registrant as specified in its charter)

Georgia		58-0285030
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

4370 Peachtree Road, NE, Atlanta, Georgia		30319
(Address of principal executive offices)		(Zip code)

(404) 504-9828

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock (no par value)	GTN.A	New York Stock Exchange
common stock (no par value)	GTN	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See ~~definition~~the definitions of “large accelerated filer,” “accelerated ~~filer”,~~filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one).~~

~~Large accelerated filer ☒Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐~~

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒☑

Indicate the number of shares outstanding of each of the ~~issuer’s~~issuer's classes of common stock, as of the latest ~~practical~~practicable date.

Common Stock (No Par Value)		Class A Common Stock (No Par Value)
~~88,632,523~~88,652,172 shares outstanding as of ~~April~~October 29, 2021		7,171,019 shares outstanding as of ~~April~~October 29, 2021

INDEX

GRAY TELEVISION, INC.

PART I.	FINANCIAL INFORMATION	PAGE

Item 1.	Financial Statements

	Condensed consolidated balance sheets (Unaudited) ~~– March 31,~~- September 30, 2021 and December 31, 2020	3

	Condensed consolidated statements of operations (Unaudited) –- three-months and nine-months ended ~~March 31,~~September 30, 2021 and 2020	5

	Condensed consolidated ~~statement~~statements of stockholders' equity (Unaudited) – ~~three-months~~three-month periods ended March 31, June 30, and September 30, 2021 and 2020	6

	Condensed consolidated statements of cash flows (Unaudited) ~~– three-months~~- nine-months ended ~~March 31,~~September 30, 2021 and 2020	78

	Notes to condensed consolidated financial statements (Unaudited)	89

Item 2.	~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations	2327

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2935

Item 4.	Controls and Procedures	2935

PART II.	OTHER INFORMATION

Item 1A.	Risk Factors	2935

Item 6.	Exhibits	30 36

SIGNATURES		3137

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements

GRAY TELEVISION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in millions)

	March 31,		December 31,		September 30,		December 31,
	2021		2020		2021		2020
Assets:
Current assets:
Cash	$	819	$	773	$	322	$	773
Accounts receivable, less allowance for credit losses of $10 and $10, respectively		413		425
Current portion of program broadcast rights, net		16		24
Income tax refunds receivable		21		21
Accounts receivable, less allowance for credit losses of $11 and $10, respectively						440		425
Program broadcast rights, net						32		24
Income tax refund receivable						21		21
Prepaid income taxes						28		0
Prepaid and other current assets		29		61		29		61
Total current assets		1,298		1,304		872		1,304

Property and equipment, net		730		737		908		737
Operating leases right of use asset		56		57		56		57
Broadcast licenses		3,584		3,579		3,784		3,579
Goodwill		1,466		1,460		1,633		1,460
Other intangible assets, net		376		395		407		395
Investment in broadcasting and technology companies		95		72
Investments in broadcasting, production and technology companies						105		72
Other		55		39		14		39
Total assets	$	7,660	$	7,643	$	7,779	$	7,643

See notes to condensed consolidated financial statements.

GRAY TELEVISION, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions, except for share data)

	March 31,			December 31,			September 30,			December 31,
	2021			2020			2021			2020
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	19		$	10		$	34		$	10
Employee compensation and benefits		56			53			70			53
Accrued interest		50			37			50			37
Accrued network programming fees		31			39			35			39
Other accrued expenses		19			29			26			29
Federal and state income taxes		26			20			0			20
Current portion of program broadcast obligations		17			25
Program broadcast obligations								33			25
Deferred revenue		10			22			11			22
Dividends payable		13			13			13			13
Current portion of operating lease liabilities		8			7
Operating lease liabilities								8			7
Total current liabilities		249			255			280			255

Long-term debt, less current portion and deferred financing costs		3,976			3,974
Program broadcast obligations, less current portion		4			5
Long-term debt, less deferred financing costs								3,981			3,974
Program broadcast obligations								3			5
Deferred income taxes		894			885			994			885
Accrued pension costs		43			43			39			43
Operating lease liabilities, less current portion		51			51
Operating lease liabilities								51			51
Other		19			27			19			27
Total liabilities		5,236			5,240			5,367			5,240

Commitments and contingencies (Note 10)

Series A Perpetual Preferred Stock, no par value; cumulative; redeemable; designated 1,500,000 shares, issued and outstanding 650,000 shares at each date and $650 aggregate liquidation value at each date		650			650
Series A Perpetual Preferred Stock, no par value; cumulative; redeemable; designated 1,500,000 shares, issued and outstanding 650,000 shares, at each date and $650 aggregate liquidation value, at each date								650			650

Stockholders’ equity:
Common stock, no par value; authorized 200,000,000 shares, issued 103,847,337 shares and 103,100,856 shares, respectively, and outstanding 88,628,868 shares and 88,140,259 shares, respectively		1,119			1,110
Class A common stock, no par value; authorized 25,000,000 shares, issued 9,169,198 shares and 8,935,773 shares, respectively, and outstanding 7,171,019 shares and 7,048,006 shares, respectively		35			34
Common stock, no par value; authorized 200,000,000 shares, issued 103,898,352 shares and 103,100,856 shares, respectively outstanding 88,652,172 shares and 88,140,259 shares, respectively								1,124			1,110
Class A common stock, no par value; authorized 25,000,000 shares, issued 9,169,198 shares and 8,935,773 shares, respectively outstanding 7,171,019 shares and 7,048,006 shares, respectively								37			34
Retained earnings		880			862			861			862
Accumulated other comprehensive loss, net of income tax benefit		(39	)		(39	)		(39	)		(39	)
		1,995			1,967			1,983			1,967
Treasury stock at cost, common stock, 15,218,469 shares and 14,960,597 shares, respectively		(193	)		(188	)
Treasury stock at cost, Class A common stock, 1,998,179 shares and 1,887,767 shares, respectively		(28	)		(26	)
Treasury stock at cost, common stock, 15,246,180 shares and 14,960,597 shares, respectively								(193	)		(188	)
Treasury stock at cost, class A common stock, 1,998,179 shares and 1,887,767 shares, respectively								(28	)		(26	)
Total stockholders’ equity		1,774			1,753			1,762			1,753
Total liabilities and stockholders’ equity	$	7,660		$	7,643		$	7,779		$	7,643

See notes to condensed consolidated financial statements.

GRAY TELEVISION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except for per share data)

	Three Months Ended						Three Months Ended						Nine Months Ended
	March 31,						September 30,						September 30,
	2021			2020			2021			2020			2021			2020

Revenue (less agency commissions):
Broadcasting	$	530		$	515		$	581		$	593		$	1,648		$	1,557
Production companies		14			19			20			11			44			32
Total revenue (less agency commissions)		544			534			601			604			1,692			1,589
Operating expenses before depreciation, amortization and gain on disposal of assets, net:
Operating expenses before depreciation, amortization and loss (gain) on disposal of assets, net:
Broadcasting		361			335			384			326			1,099			985
Production companies		17			19			13			8			39			32
Corporate and administrative		18			15			32			15			75			47
Depreciation		25			21			26			27			76			69
Amortization of intangible assets		26			26			28			26			81			78
Gain on disposal of assets, net		(4	)		(6	)
Loss (gain) on disposal of assets, net								51			(10	)		46			(23	)
Operating expenses		443			410			534			392			1,416			1,188
Operating income		101			124			67			212			276			401
Other income (expense):
Miscellaneous income, net		1			(1	)
Other (expense) income:
Miscellaneous (expense), net								(1	)		(2	)		(7	)		(5	)
Interest expense		(48	)		(52	)		(48	)		(45	)		(143	)		(143	)
Income before income taxes		54			71			18			165			126			253
Income tax expense		15			18			35			43			65			67
Net income		39			53
Net (loss) income								(17	)		122			61			186
Preferred stock dividends		13			13			13			13			39			39
Net income attributable to common stockholders	$	26		$	40
Net (loss) income attributable to common stockholders							$	(30	)	$	109		$	22		$	147

Basic per common share information:
Net income	$	0.28		$	0.41
Weighted average common shares outstanding		94			98
Basic per share information:
Net (loss) income attributable to common stockholders							$	(0.32	)	$	1.15		$	0.23		$	1.52
Weighted-average shares outstanding								95			95			94			97

Diluted per common share information:
Net income	$	0.27		$	0.40
Weighted average common shares outstanding		95			99
Diluted per share information:
Net (loss) income attributable to common stockholders							$	(0.32	)	$	1.14		$	0.23		$	1.52
Weighted-average shares outstanding								95			96			95			97
														.
Dividends declared per common share	$	0.08		$	0		$	0.08		$	0		$	0.24		$	0

See notes to condensed consolidated financial statements.

GRAY TELEVISION, INC.

CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)

(in millions, except for number of shares)

																									Accumulated																														Accumulated
	*Class A*												*Class A*						*Common*						*Other*						*Class A*												*Class A*						*Common*						*Other*
	*Common Stock*				*Common Stock*					*Retained*			*Treasury Stock*						*Treasury Stock*						*Comprehensive*						*Common Stock*				*Common Stock*					*Retained*			*Treasury Stock*						*Treasury Stock*						*Comprehensive*
	*Shares*		*Amount*		*Shares*			*Amount*		*Earnings*			*Shares*			*Amount*			*Shares*			*Amount*			*Loss*			*Total*			*Shares*		*Amount*		*Shares*			*Amount*		*Earnings*			*Shares*			*Amount*			*Shares*			*Amount*			*Loss*			*Total*

Balance at December 31, 2019		8,768,959	$	31		101,746,860		$	1,093	$	504			(1,887,767	)	$	(26	)		(9,088,498	)	$	(107	)	$	(31	)	$	1,464			8,768,959	$	31		101,746,860		$	1,093	$	504			(1,887,767	)	$	(26	)		(9,088,498	)	$	(107	)	$	(31	)	$	1,464

Net income		-		0		-			0		53			-			0			-			0			0			53			-		0		-			0		53			-			0			-			0			0			53

Preferred stock dividends		-		0		-			0		(13	)		-			0			-			0			0			(13	)		-		0		-			0		(13	)		-			0			-			0			0			(13	)

Issuance of common stock:
401(k) Plan		0		0		430,899			4		0			0			0			0			0			0			4			0		0		430,899			4		0			0			0			0			0			0			4
2007 Long Term Incentive Plan - stock options exercised		0		0		274,746			0		0			0			0			(154,935	)		(2	)		0			(2	)		0		0		274,746			0		0			0			0			(154,935	)		(2	)		0			(2	)
2017 Equity and Incentive Compensation Plan:
Restricted stock awards		166,814		0		248,543			0		0			0			0			(118,550	)		(2	)		0			(2	)		166,814		0		248,543			0		0			0			0			(118,550	)		(2	)		0			(2	)
Forfeiture of restricted stock awards		0		0		(85,630	)		0		0			0			0			0			0			0			0			0		0		(85,630	)		0		0			0			0			0			0			0			0

Repurchase of common stock		0		0		0			0		0			0			0			(500,923	)		(6	)		0			(6	)		0		0		0			0		0			0			0			(500,923	)		(6	)		0			(6	)

Share-based compensation		-		0		-			4		0			-			0			-			0			0			4
Stock-based compensation																																-		0		-			4		0			-			0			-			0			0			4

Balance at March 31, 2020		8,935,773	$	31		102,615,418		$	1,101	$	544			(1,887,767	)	$	(26	)		(9,862,906	)	$	(117	)	$	(31	)	$	1,502			8,935,773	$	31		102,615,418		$	1,101	$	544			(1,887,767	)	$	(26	)		(9,862,906	)	$	(117	)	$	(31	)	$	1,502

Balance at December 31, 2020		8,935,773	$	34		103,100,856		$	1,110	$	862			(1,887,767	)	$	(26	)		(14,960,597	)	$	(188	)	$	(39	)	$	1,753

Net income		-		0		-			0		39			-			0			-			0			0			39			-		0		-			0		11			-			0			-			0			0			11

Preferred stock dividends		-		0		-			0		(13	)		-			0			-			0			0			(13	)		-		0		-			0		(13	)		-			0			-			0			0			(13	)

Common stock dividends		-		0		-			0		(8	)		-			0			-			0			0			(8	)
Issuance of common stock:
2017 Equity and Incentive Compensation Plan:
Restricted stock awards																																0		0		78,722			0		0			0			0			(17,296	)		0			0			0
Vesting of restricted stock units																																0		0		374,500			0		0			0			0			(112,564	)		(2	)		0			(2	)

Repurchase of common stock																																0		0		0			0		0			0			0			(3,335,255	)		(43	)		0			(43	)

Stock-based compensation																																-		0		-			3		0			-			0			-			0			0			3

Balance at June 30, 2020																																8,935,773	$	31		103,068,640		$	1,104	$	542			(1,887,767	)	$	(26	)		(13,328,021	)	$	(162	)	$	(31	)	$	1,458

Net income																																-		0		-			0		122			-			0			-			0			0			122

Preferred stock dividends																																-		0		-			0		(13	)		-			0			-			0			0			(13	)

Issuance of common stock:
401(k) Plan		0		0		390,389			7		0			0			0			0			0			0			7
2017 Equity and Incentive Compensation Plan:
Restricted stock awards		233,425		0		296,042			0		0			(110,412	)		(2	)		(239,597	)		(4	)		0			(6	)		0		0		32,216			0		0			0			0			(10,870	)		0			0			0
Restricted stock unit awards		0		0		60,050			0		0			0			0			(18,275	)		(1	)		0			(1	)

Share-based compensation		-		1		-			2		0			-			0			-			0			0			3
Repurchase of common stock																																0		0		0			0		0			0			0			(649,000	)		(10	)		0			(10	)

Balance at March 31, 2021		9,169,198	$	35		103,847,337		$	1,119	$	880			(1,998,179	)	$	(28	)		(15,218,469	)	$	(193	)	$	(39	)	$	1,774
Stock-based compensation																																-		0		-			5		0			-			0			-			0			0			5

Balance at September 30, 2020																																8,935,773	$	31		103,100,856		$	1,109	$	651			(1,887,767	)	$	(26	)		(13,987,891	)	$	(172	)	$	(31	)	$	1,562

See notes to condensed consolidated financial statements.

GRAY TELEVISION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~STOCKHOLDERS' EQUITY (Unaudited)

~~(in millions)~~(in millions, except for number of shares)

Three Months Ended

March 31,

2021

2020

Operating activities

Net income
$ 39 $ 53
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation
25 21
Amortization of intangible assets
26 26
Amortization of deferred loan costs
3 3
Amortization of restricted stock awards
4 4
Amortization of program broadcast rights
9 9
Payments on program broadcast obligations
(9 ) (10 )
Common stock contributed to 401(k) plan
1 0
Deferred income taxes
9 9
Gain on disposal of assets, net
(4 ) (6 )
Other
(5 ) 0
Changes in operating assets and liabilities:

Accounts receivable
12 26
Other current assets
31 (12 )
Accounts payable
10 12
Employee compensation, benefits and pension cost
10 (20 )
Accrued network fees and other expenses
(19 ) (3 )
Accrued interest
12 9
Income taxes payable
5 9
Deferred revenue
(12 ) 1
Net cash provided by operating activities
147 131

Investing activities

Acquisitions of television businesses and licenses, net of cash acquired
(40 ) (1 )
Purchases of property and equipment
(13 ) (27 )
Proceeds from asset sales
0 1
Proceeds from Repack reimbursement (Note 1)
4 6
Investments in broadcast, production and technology companies
(24 ) 0
Other
0 (3 )
Net cash used in investing activities
(73 ) (24 )

Financing activities

Payments for the repurchase of common stock
0 (6 )
Payment of common stock dividends
(8 ) 0
Payment of preferred stock dividends
(13 ) (13 )
Deferred and other loan costs
(1 ) 0
Payment for taxes related to net share settlement of equity awards
(6 ) (4 )
Net cash used in financing activities
(28 ) (23 )
Net increase in cash
46 84
Cash and restricted cash at beginning of period
773 212
Cash at end of period
$ 819 $ 296

																								Accumulated
	*Class A*											*Class A*						*Common*						*Other*
	*Common Stock*				*Common Stock*				*Retained*			*Treasury Stock*						*Treasury Stock*						*Comprehensive*
	*Shares*		*Amount*		*Shares*		*Amount*		*Earnings*			*Shares*			*Amount*			*Shares*			*Amount*			*Loss*			*Total*

Balance at December 31, 2020		8,935,773	$	34		103,100,856	$	1,110	$	862			(1,887,767	)	$	(26	)		(14,960,597	)	$	(188	)	$	(39	)	$	1,753

Net income		-		0		-		0		39			-			0			-			0			0			39

Preferred stock dividends		-		0		-		0		(13	)		-			0			-			0			0			(13	)

Common stock dividends		-		0		-		0		(8	)		-			0			-			0			0			(8	)

Issuance of common stock:
401(k) Plan		0		0		390,389		7		0			0			0			0			0			0			7
2017 Equity and Incentive Compensation Plan:
Restricted stock awards		233,425		0		296,042		0		0			(110,412	)		(2	)		(239,597	)		(4	)		0			(6	)
Restricted stock unit awards		0		0		60,050		0		0			0			0			(18,275	)		(1	)		0			(1	)

Stock-based compensation		-		1		-		2		0			-			0			-			0			0			3

Balance at March 31, 2021		9,169,198	$	35		103,847,337	$	1,119	$	880			(1,998,179	)	$	(28	)		(15,218,469	)	$	(193	)	$	(39	)	$	1,774

Net income		-		0		-		0		39			-			0			-			0			0			39

Preferred stock dividends		-		0		-		0		(13	)		-			0			-			0			0			(13	)

Common stock dividends		-		0		-		0		(7	)		-			0			-			0			0			(7	)

Issuance of common stock:
401(k) Plan		0		0		3,655		0		0			0			0			0			0			0			0
2017 Equity and Incentive Compensation Plan:
Restricted stock awards		0		0		47,360		0		0			0			0			(16,991	)		0			0			0

Stock-based compensation		-		1		-		3		0			-			0			-			0			0			4

Balance at June 30, 2021		9,169,198	$	36		103,898,352	$	1,122	$	899			(1,998,179	)	$	(28	)		(15,235,460	)	$	(193	)	$	(39	)	$	1,797

Net loss		-		0		-		0		(17	)		-			0			-			0			0			(17	)

Preferred stock dividends		-		0		-		0		(13	)		-			0			-			0			0			(13	)

Common stock dividends		-		0		-		0		(8	)		-			0			-			0			0			(8	)

Issuance of common stock:
2017 Equity and Incentive Compensation Plan:
Restricted stock awards		0		0		0		0		0			0			0			(10,720	)		0			0			0

Stock-based compensation		-		1		-		2		0			-			0			-			0			0			3

Balance at September 30, 2021		9,169,198	$	37		103,898,352	$	1,124	$	861			(1,998,179	)	$	(28	)		(15,246,180	)	$	(193	)	$	(39	)	$	1,762

See notes to condensed consolidated financial statements.

GRAY TELEVISION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)

	Nine Months Ended
	September 30,
	2021			2020
Operating activities:
Net income	$	61		$	186
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		76			69
Amortization of intangible assets		81			78
Amortization of deferred loan costs		9			9
Amortization of restricted stock awards		11			12
Amortization of program broadcast rights		26			28
Payments on program broadcast obligations		(27	)		(29	)
Common stock contributed to 401(k)		1			5
Deferred income taxes		(18	)		41
Loss (gain) on disposals of assets, net		46			(23	)
Other		(7	)		6
Changes in operating assets and liabilities:
Accounts receivable		6			28
Prepaid income taxes		(28	)		(13	)
Other current assets		33			2
Accounts payable		23			68
Employee compensation, benefits and pension cost		19			(9	)
Accrued network fees and other expenses		(13	)		(1	)
Accrued interest		13			7
Income taxes payable		(17	)		(11	)
Deferred revenue		(12	)		35
Net cash provided by operating activities		283			488

Investing activities:
Acquisitions of businesses and licenses, net of cash acquired		(956	)		(47	)
Proceeds from sale of television stations		470			0
Purchases of property and equipment		(154	)		(70	)
Proceeds from Repack reimbursement (Note 1)		10			19
Proceeds from asset sales		3			8
Investments in broadcast, production and technology companies		(37	)		(38	)
Other		0			(1	)
Net cash used in investing activities		(664	)		(129	)

Financing activities:
Borrowings of long-term debt		250			0
Repayments of long-term debt		(250	)		0
Repurchase of common stock		0			(59	)
Common stock dividends		(23	)		0
Preferred stock dividends		(39	)		(39	)
Deferred and other loan costs		(1	)		0
Taxes related to net share settlement of equity awards		(7	)		(6	)
Net cash used in financing activities		(70	)		(104	)
Net (decrease) increase in cash		(451	)		255
Cash at beginning of period		773			212
Cash at end of period	$	322		$	467

See notes to condensed consolidated financial statements.

1.GRAY TELEVISION, INC. ~~Basis of Presentation~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.	Basis of Presentation

The accompanying condensed consolidated balance sheet of Gray Television, Inc. (and its consolidated subsidiaries, except as the context otherwise provides,~~“Gray,~~ “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 ~~March 31,~~September 30, 2021 and for the ~~three~~~~-month~~ periods ended ~~March 31,~~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 2two 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 ~~March 31,~~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 ~~broadcast~~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. ~~Gray currently owns and/or operates~~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 ~~and leading digital properties in~~serving 94113 ~~television~~ markets that ~~collectively~~ reach approximately ~~24%~~36 percent of ~~U.S.~~US television households. ~~Over calendar year~~The portfolio will include ~~2020,~~ ~~Gray’s stations were ranked~~ ~~first~~ in 7079 markets with the top-rated television station and ~~ranked~~101 markets with the first and/or second in 86 ~~markets, as calculated by~~highest rated television station according to Comscore’s audience measurement ~~service.~~data. We also own video program production, marketing, and digital businesses including Raycom Sports, ~~Tupelo-Raycom,~~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.~~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.

8

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~~-months~~ and nine-month periods ended ~~March 31,~~September 30, 2021 and 2020, respectively (in millions):

Three Months Ended

March 31,

2021

2020

Weighted-average common shares outstanding-basic
94 98
Common stock equivalents for stock options and restricted stock
1 1
Weighted-average common shares outstanding-diluted
95 99

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
0 1 1 0
Weighted-average shares outstanding-diluted
95 96 95 97

Accumulated Other Comprehensive Loss. Our accumulated other comprehensive loss balances as of ~~March 31,~~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 ~~three~~nine~~-months~~-month periods ended ~~March 31,~~September 30, 2021 and 2020 consisted solely of our net income. As of ~~March 31,~~September 30, 2021 and December 31, 2020 the balances were as follows (in millions):

March 31,

December 31,

September 30,

December 31,

2021

2020

2021

2020

Accumulated balances of items included in accumulated other comprehensive loss:

Items included in accumulated other comprehensive loss:

Increase in pension liability
$ (52 ) $ (52 ) $ (52 ) $ (52 )
Income tax benefit
(13 ) (13 ) (13 ) (13 )
Accumulated other comprehensive loss
$ (39 ) $ (39 ) $ (39 ) $ (39 )

~~Property and Equipment.~~ Property and equipment are carried at cost, or in the case of acquired businesses, at 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

March 31,

December 31,

Useful Lives

2021

2020

(in years)

Property and equipment:

Land
$ 124 $ 123
Buildings and improvements
306 305 7 to 40
Equipment
850 834 3 to 20
1,280 1,262
Accumulated depreciation
(550 ) (525 )
Total property and equipment, net
$ 730 $ 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.
9

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 a ~~$1.7~~ billion fund to reimburse all reasonable 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. Subsequent legislation in ~~March 2018~~ ~~appropriated an additional~~ ~~$1.0~~ ~~billion for the Repack fund, of which up to~~ ~~$750~~ ~~million~~ ~~may~~ be made available to reimburse the Repack costs of full power, Class A television stations and multichannel video programming distributors. Other funds are earmarked to assist low power television stations and for other transition costs. The sufficiency of the FCC’s fund to reimburse for Repack costs is dependent upon a number of factors including the amounts to be reimbursed to other industry participants for Repack costs. Therefore, we cannot predict whether the fund will be sufficient to reimburse our Repack costs to the extent authorized under the legislation. 48 ~~of our current full power stations and~~ 37 ~~of our current low power stations were 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 (gain) loss on disposal of assets, net.
The following tables provide additional information related to 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

March 31,

2021

2020

Gain on disposal of fixed assets, net:

Proceeds from sale of assets
$ 0 $ (1 )
Proceeds from Repack
(4 ) (6 )
Net book value of assets disposed
1 1
Other
(1 ) 0
Total
$ (4 ) $ (6 )

Purchase of property and equipment:

Recurring purchases - operations
$ 12 $ 21
Repack
1 6
Total
$ 13 $ 27
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 ~~account~~accounts receivable balances when the customer files for bankruptcy or when all commonly used methods of collection have been exhausted.
~~We are closely monitoring the potential impact of the COVID-~~19 ~~global pandemic on the collectability of our receivables. As such, we did~~ ~~not~~ ~~adjust our allowance for credit loss as of~~ ~~March 31, 2021.~~

10

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):

Three Months Ended

Nine Months Ended

March 31, 2021

March 31, 2020

September 30, 2021

Beginning balance
$ 10 $ 11 $ 10
Provision for credit losses
0 1 2
Amounts written off
0 0 (1 )
Amounts recovered from previous write-offs
0 0 0
Ending balance
$ 10 $ 12 $ 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.
11
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
$ 0 $ 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 ) 0 (53 ) 0
Total
$ (51 ) $ 10 $ (46 ) $ 23

Purchase of property and equipment:

Recurring purchases - operations
$ 57 $ 51
Doraville land purchase
91 0
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), Inin response to concerns about structural risks of interbank offered rates, and, particularly, the risk of cessation of the London Interbank Offered ~~Rate.~~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 ~~Update~~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 ~~Update,~~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 ~~balance sheets and~~ statements of cash flows have also been reclassified to conform to the current presentation.

2.~~Revenue~~
Revenue

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 ~~sheet.~~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 ~~sheet.~~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 ~~sheet.~~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 ~~three~~nine~~-months~~ months ended ~~March 31,~~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 ~~March 31,~~September 30, 2021 and December 31, 2020, respectively.

1112

Disaggregation of Revenue. Revenue from our production companies segment is generated through our direct sales channel. Revenue from our ~~broadcast~~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

Three Months Ended

Nine Months Ended

March 31,

September 30,

September 30,

2021

2020

2021

2020

2021

2020

Market and service type:

Broadcast advertising:

Advertising:

Local
$ 203 $ 199 $ 232 $ 188 $ 657 $ 549
National
57 51 60 49 174 136
Political
9 36 9 128 24 185
Total advertising
269 286 301 365 855 870
Retransmission consent
247 213 266 217 755 650
Production companies
14 19 20 11 44 32
Other
14 16 14 11 38 37
Total revenue
$ 544 $ 534 $ 601 $ 604 $ 1,692 $ 1,589

Sales Channel:

Sales channel:

Direct
$ 357 $ 327 $ 402 $ 316 $ 1,117 $ 948
Advertising agency intermediary
187 207 199 288 575 641
Total revenue
$ 544 $ 534 $ 601 $ 604 $ 1,692 $ 1,589

3.
Acquisitions and Divestitures
Quincy Transaction. On 3.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
13

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 $ 0 $ 4
Accounts receivable, net
23 0 23
Other current assets
5 0 5
Property and equipment
73 24 97
Operating lease right of use asset
1 0 1
Goodwill
184 4 188
Broadcast licenses
245 0 245
Other intangible assets
86 0 86
Other current liabilities
(7 ) (1 ) (8 )
Deferred income taxes
(66 ) 0 (66 )
Operating lease liabilities
(1 ) 0 (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.
14
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 2021Acquisitions 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
0 0
Termination of financing agreement
0 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
$ 0 $ 0
Corporate and administrative
11 19
Miscellaneous (income) expense, net
0 7
Total Transaction Related Expenses
$ 11 $ 26
15
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”).

~~Due to the proximity of the acquisition date to the date of the filing of our annual report on Form~~ 10~~-K, we were unable to complete the allocation of the purchase price until the~~ ~~first~~ ~~quarter of~~ ~~2021.~~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.

1216

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 ~~Acquisitions.~~Acquisition
Acquisition of Meredith. On ~~January 31,~~May 3, 2021, we entered into ~~an agreement with Quincy Media, Inc. (“Quincy”)~~the Meredith Transaction, in which we agreed to acquire all ~~of the~~ outstanding shares of ~~capital stock~~Meredith Corporation (“Meredith”), subject to and immediately after the spinoff of ~~Quincy for $925 million~~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, ~~subject~~or $2.8 billion in total enterprise value and to modify certain adjustments, including, among other things, adjustments based on a determination of net working capital, cash, transaction expenses and indebtedness, as provided in the purchase agreement (the “Quincy Transaction”). Gray intends to finance the transaction, net of divestiture proceeds, with cash on hand and/or new debt. We have obtained a debt financing commitment under our ~~2019~~ ~~Senior Credit Facility to finance up to the full purchase price of $925 million.~~
~~The completion~~terms of the Quincy Transaction is subject to the satisfaction or waiver of certain customary conditions, including, among others: (i) the receipt of approval from the FCC and the expiration or early termination of the waiting period applicable to the transaction under the Hart-Scott-Rodino Antitrust Improvements Act of ~~1976,~~ ~~as amended and (ii) the absence of certain legal impediments to the consummation of the Quincy Transaction. Either party~~ ~~may~~ ~~terminate the Quincy purchase agreement if the Quincy Transaction is~~ ~~not~~ ~~consummated on or before~~ ~~January 31, 2022,~~ ~~with an automatic extension to~~ ~~May 1, 2022~~ ~~if necessary to obtain regulatory approval under the circumstances specified in the Quincy purchase~~ agreement. The ~~purchase agreement includes a provision that we must pay a termination fee of $25 million if the purchase agreement is terminated as a result of a failure to satisfy certain regulatory approvals.~~
On ~~April 29, 2021,~~ ~~we entered into an agreement with Allen Media Broadcasting, LLC to divest Quincy’s television stations in the~~ ~~seven~~ ~~markets in which we currently operate, for $380 million in cash, in order to facilitate regulatory approvals for the Quincy Transaction. We~~parties expect to close the ~~Quincy Transaction and related divestitures concurrently following receipt of regulatory and other approvals,~~transaction in the ~~third~~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.

1317

4.~~Long-term Debt~~
Long-term Debt

As of ~~March 31,~~September 30, 2021 and December 31, 2020, long-term debt consisted of obligations under our senior credit facility (the “2019 Senior Credit ~~Facility (as defined below)~~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):

March 31,

December 31,

September 30,

December 31,

2021

2020

2021

2020

Long-term debt:

2019 Senior Credit Facility:

2017 Term Loan
$ 595 $ 595 $ 595 $ 595
2019 Term Loan
1,190 1,190 1,190 1,190
2026 Notes
700 700 700 700
2027 Notes
750 750 750 750
2030 Notes
800 800 800 800
Total outstanding principal, including current portion
4,035 4,035 4,035 4,035
Unamortized deferred loan costs - 2019 Senior Credit Facility
(33 ) (34 ) (30 ) (34 )
Unamortized deferred loan costs - 2026 Notes
(6 ) (6 ) (5 ) (6 )
Unamortized deferred loan costs - 2027 Notes
(10 ) (10 ) (9 ) (10 )
Unamortized deferred loan costs - 2030 Notes
(13 ) (14 ) (13 ) (14 )
Unamortized premium - 2026 Notes
3 3 3 3
Long-term debt, less current portion and deferred financing costs
$ 3,976 $ 3,974
Long-term debt, less deferred financing costs
3,981 3,974

Borrowing availability under 2019 Revolving Credit Facility
$ 299 $ 200
Borrowing availability under Revolving Credit Facility
$ 299 $ 200

On ~~February 19, 2021,~~ ~~we entered into~~Borrowings under the ~~first~~ ~~amendment (the “Amendment”) to our Fourth Amended and Restated Credit Agreement (the~~ “2019 ~~Senior Credit Facility”). The Amendment, among other things, (i) increases availability under~~Term Loan and the ~~Revolving Credit Facility from~~2017 Term Loan bear interest, at our option, at either the LIBOR or the Base Rate, in each case, plus an ~~aggregate principal amount of $200 million to an aggregate principal amount of $300 million, (ii) extends the maturity date of borrowings under the Revolving Credit Facility to~~ ~~January 2, 2026~~ ~~and (iii) modifies certain terms of the Revolving Credit Facility relating to the implementation of a LIBOR replacement rate.~~applicable margin. As of ~~March 31, 2021,~~ ~~the~~ ~~2019~~ ~~Senior Credit Facility provided total commitments of approximately $2.1 billion, consisting of a $595 million term loan facility (the~~ ~~“2017~~ ~~Term Loan”), a $1.2 billion term loan facility (the~~ ~~“2019~~ ~~Term Loan”) and a $299 million revolving credit facility.~~
~~As of~~ ~~March 31,~~September 30, 2021, the interest rate on the balance outstanding under the 2019 Term Loan ~~was~~and the 2017 Term Loan were 2.6%. and 2.3%, respectively. The 2019 Term Loan ~~matures on~~ ~~January 2, 2026.~~ ~~As of~~ ~~March 31, 2021,~~ ~~the interest rate on the balance outstanding under~~and the 2017 Term Loan ~~was~~ ~~2.4%.~~ ~~The~~mature on ~~2017~~January 2, 2026 ~~Term Loan matures on~~and February 7, ~~2024.~~2024, ~~We expect to enter into a further amendment of our~~ ~~2019~~ ~~Senior Credit Facility that will modify its terms relating to the implementation of a LIBOR replacement rate that will apply to our current and future term loans.~~respectively.

As of ~~March 31,~~September 30, 2021, the aggregate minimum principal maturities of our long term debt for the remainder of 2021 and the succeeding ~~five~~5 years were as follows (in millions):

Minimum Principal Maturities

Minimum Principal Maturities

Year

2019 Senior
Credit
Facility

2026
Notes

2027
Notes

2030
Notes

Total

2019 Senior
Credit Facility

2026 Notes

2027 Notes

2030 Notes

Total

Remainder of 2021
$ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
2022
0 0 0 0 0 0 0 0 0 0
2023
0 0 0 0 0 0 0 0 0 0
2024
595 0 0 0 595 595 0 0 0 595
2025
0 0 0 0 0 0 0 0 0 0
2026
1,190 700 0 0 1,890 1,190 700 0 0 1,890
Thereafter
0 0 750 800 1,550 0 0 750 800 1,550
Total
$ 1,785 $ 700 $ 750 $ 800 $ 4,035 $ 1,785 $ 700 $ 750 $ 800 $ 4,035

14

As of ~~March 31,~~September 30, 2021, there were no significant restrictions on the ability of ~~Gray Television, Inc.'s~~our subsidiaries to distribute cash to ~~Gray~~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 ~~March 31,~~September 30, 2021 and December 31, 2020, we were in compliance with all required covenants under all our debt obligations.

For all of our interest bearing obligations, we made interest payments of approximately ~~$32~~$121 million and ~~$39~~$127 million during the ~~three~~nine-months ended ~~March 31,~~September 30, 2021 and 2020, respectively. We did not capitalize any interest payments during the ~~three~~nine-months ended ~~March 31,~~September 30, 2021 orand 2020.

18
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~~
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 ~~March 31,~~September 30, 2021 and December 31, 2020.

~~At each~~As of ~~March 31,~~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.

6.
6.Stockholders’ Equity

We are authorized to issue 245 million shares in total of all classes of stock consisting of 25 million shares of ~~Class~~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~~class A common stock are identical, except that our ~~Class~~class A common stock has 10 votes per share and our common stock has 1one vote per share.

Our common stock and ~~Class~~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 ~~and declared~~ a quarterly cash dividend of $0.08 per share on our common stock and ~~Class~~class A common ~~stock, to shareholders of record on~~stock. The total dividends declared and paid during the ~~March 15,~~nine-months ended September 30, 2021 ~~payable on~~ ~~March 31, 2021.~~ ~~The total dividend paid~~ was approximately $8$23 million. During the ~~three~~nine-months ending ~~March 31,~~September 30, 2020, we did not declare or pay any dividends on our common stock or ~~Class~~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~~class A common stock or common stock. As of ~~March 31,~~September 30, 2021, we had reserved ~~3,260,467~~3,209,452 shares and 1,103,015 shares of our common stock and ~~Class~~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~~class A common stock, respectively, for future issuance under various employee benefit plans.

15

During the ~~three~~nine-months ended ~~March 31,~~September 30, 2021, we have not repurchased any shares of our common stock or ~~Class~~class A common stock under our share repurchase programs. As of ~~March 31,~~September 30, 2021, approximately $204 million was available to repurchase shares of our common stock and/or ~~Class~~class A common stock under these programs.

19
7.~~Retirement Plans~~
Retirement Plans

The components of our net periodic pension benefit are included in miscellaneous (expense) income, net in our ~~income statement.~~condensed consolidated statements of operations. During the ~~three~~nine-months ended ~~March 31,~~September 30, 2021, the amount recorded as a benefit was not ~~material, and we did~~ ~~not~~ ~~make a contribution to our defined benefit pension plan.~~material. During the ~~remainder of~~ nine-months ended September 30, 2021,we ~~expect to contribute~~contributed $4 million to this plan.

During the ~~three~~nine~~-months~~-month period ended ~~March 31,~~September 30, 2021, we contributed $5$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. ~~During~~Based upon our staffing and employee participation as of September 30, 2021, during the remainder of 2021, we expect to contribute approximately $8$2 million of matching cash contributions to this plan. This estimate will increase upon the completion of the Meredith Transaction.

8.      ~~Stock-based Compensation~~
Stock-based Compensation

We recognize compensation expense for stock-based payment awards made to our employees, consultants and directors. Our current stock-based compensation ~~plan, is the~~plans include our 2017 Equity and Incentive Compensation Plan (the “2017 EICP”). ~~Our~~The following table provides our stock-based compensation expense and related income tax benefit for the three~~-months~~ and nine-month periods ended ~~March 31,~~September 30, 2021 and 2020 ~~respectively~~ (in millions).:

Three Months Ended

Nine Months Ended

Three Months Ended March 31,

September 30,

September 30,

2021

2020

2021

2020

2021

2020

Stock-based compensation expense, gross
$ 4 $ 4 $ 3 $ 5 $ 10 $ 12
Income tax benefit at our statutory rate associated with stock-based compensation
(1 ) (1 )
Income tax benefit at our statutory rate associated with share-based compensation
(1 ) (1 ) (3 ) (3 )
Stock-based compensation expense, net
$ 3 $ 3 $ 2 $ 4 $ 7 $ 9

All shares of class A common stock and ~~Class A~~ common stock underlying ~~Restricted stock,~~outstanding restricted stock units and performance awards are counted as issued at target levels under the 2017 ~~EICP~~ for purposes of determining the number of shares available for future issuance.

During the ~~three~~nine-months ended ~~March 31,~~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;

1620

●
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 ~~three~~nine-months ended ~~March 31,~~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~~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,~~2021; and 15,066 shares will vest on each of March 1, 2022 and ~~2023.~~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.

1721

A summary of restricted class A common stock, common stock and ~~Class A common~~restricted stock ~~activities~~units activity for the ~~three~~nine~~-months~~-month periods ended ~~March 31,~~September 30, 2021 and 2020 ~~respectively,~~ is as follows:

Three Months Ended March 31,

Nine Months Ended

2021

2020

September 30, 2021

September 30, 2020

Weighted-

Weighted-

Weighted-

Weighted-

Average

Average

average

average

Number

Grant Date

Number

Grant Date

Grant Date

Grant Date

of

Fair Value

of

Fair Value

Number of

Fair Value

Number of

Fair Value

Shares

Per Share

Shares

Per Share

Shares

Per Share

Shares

Per Share

Restricted common stock:

Restricted stock - class A common:

Outstanding - beginning of period
917,533 $ 16.84 977,547 $ 15.45 480,042 $ 16.10 449,284 $ 13.55
Granted (1)
296,042 18.21 248,543 21.69 233,425 $ 17.67 166,814 $ 19.87
Forfeited
0 0 (85,630 ) 15.53
Vested
(502,241 ) 16.10 (260,004 ) 14.20 (248,539 ) $ 15.00 (136,056 ) $ 12.32
Outstanding - end of period
711,334 $ 17.94 880,456 $ 17.57 464,928 $ 17.47 480,042 $ 16.10

Restricted Class A common stock:

Restricted stock - common:

Outstanding - beginning of period
480,042 $ 16.10 449,284 $ 13.55 917,533 $ 16.84 977,547 $ 15.45
Granted (1)
233,425 17.67 166,814 19.87 343,402 $ 18.73 359,481 $ 18.92
Vested
(248,539 ) 15.00 (136,056 ) 12.32 (613,179 ) $ 15.48 (333,865 ) $ 15.35
Forfeited
0 $ 0 (85,630 ) $ 15.53
Outstanding - end of period
464,928 $ 17.47 480,042 $ 16.10 647,756 $ 19.13 917,533 $ 16.84

Restricted stock units - common stock:

Outstanding - beginning of period
90,184 $ 18.92 398,000 $ 18.21 90,184 $ 18.92 398,000 $ 18.21
Granted
95,115 19.05 90,184 18.92 95,115 $ 19.05 93,184 $ 18.77
Vested
(60,052 ) 18.92 0 0 (60,052 ) $ 18.92 (374,500 ) $ 18.18
Forfeited
0 $ 0 (26,500 ) $ 18.21
Outstanding - end of period
125,247 $ 19.02 488,184 $ 18.34 125,247 $ 19.02 90,184 $ 18.92

(1)
        (1) For awards subject to future performance conditions, amounts assume target performance.

9.    ~~Leases~~
Leases

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 ~~inception~~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 ~~inception~~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 ~~right of use~~ROU asset and lease liability.

We have operating leases that primarily relate to certain of our facilities, data centers and vehicles. As of ~~March 31,~~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 ~~three~~nine-months ended ~~March 31,~~September 30, 2021.

1822

As of ~~March 31,~~September 30, 2021, the ~~weighted average~~weighted-average remaining term of our operating leases was 11approximately 10.25 years. The ~~weighted average~~weighted-average discount rate used to calculate the values associated with our operating leases was ~~6.73%~~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 ~~March 31,~~September 30, 2021 and 2020, respectively (in millions):

Three Months Ended

Nine Months Ended

Three Months Ended March 31,

September 30,

September 30,

2021

2020

2021

2020

2021

2020

Lease expense

Operating lease expense
$ 3 $ 3 $ 3 $ 3 $ 9 $ 9
Short-term lease expense
1 1 1 0 2 1
Total lease expense
$ 4 $ 4 $ 4 $ 3 $ 11 $ 10

The maturities of operating lease liabilities as of ~~March 31,~~September 30, 2021, for the remainder of 2021 and the succeeding ~~five~~years were as follows (in millions):

Year ending December 31,

Operating Leases

Operating Leases

Remainder of 2021
Remainder of 2021
$ 8 $ 3
2022
2022
10 11
2023
2023
8 9
2024
2024
8 9
2025
2025
7 8
Thereafter
Thereafter
42 43
Total lease payments
Total lease payments
$ 83 83
Less: Imputed interest
Less: Imputed interest
(24 ) (24 )
Present value of lease liabilities
Present value of lease liabilities
$ 59 $ 59

10. ~~Commitments and Contingencies~~
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”~~“Acquisitions and Divestitures” and Note 4. “Long-Term Debt”, for a discussion of our commitments related to the pending ~~acquisition of Quincy Media, Inc. and Note~~ ~~14.~~ ~~“Subsequent Events” for a discussion of our recent and pending transactions.~~ Meredith Transaction.

1923

11.~~Goodwill and Intangible Assets~~
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 ~~three~~nine-months ended ~~March 31,~~September 30, 2021 is as follows (in millions):

Net Balance at

Net Balance at

Net Balance at

Acquisitions

Net Balance at

December 31,

March 31,

December 31,

And

September 30,

2020

Net Additions

Impairments

Amortization

2021

2020

Adjustments, Net

Impairments

Amortization

2021

Goodwill
$ 1,460 $ 6 $ - $ - $ 1,466 $ 1,460 $ 173 $ - $ - $ 1,633
Broadcast licenses
3,579 5 - - 3,584 3,579 205 - - 3,784
Finite-lived intangible assets
395 7 - (26 ) 376 395 93 - (81 ) 407
Total intangible assets net of accumulated amortization
$ 5,434 $ 18 $ - $ (26 ) $ 5,426 $ 5,434 $ 471 $ - $ (81 ) $ 5,824

A summary of the changes in our goodwill, on a gross basis, for the ~~three~~nine-months ended ~~March 31,~~September 30, 2021, is as follows (in millions):

As of

As of

As of

As of

December 31,

March 31,

December 31,

Net

September 30,

2020

Net Additions

Impairments

2021

2020

Additions

Impairments

2021

Goodwill, gross
$ 1,559 $ 6 $ 0 $ 1,565 $ 1,559 $ 173 $ 0 $ 1,732
Accumulated goodwill impairment
(99 ) - - (99 ) (99 ) - - (99 )
Goodwill, net
$ 1,460 $ 6 $ 0 $ 1,466 $ 1,460 $ 173 $ 0 $ 1,633

As of ~~March 31,~~September 30, 2021 and December 31, 2020, our intangible assets and related accumulated amortization consisted of the following (in millions):

As of March 31, 2021

As of December 31, 2020

As of September 30, 2021

As of December 31, 2020

Accumulated

Accumulated

Accumulated

Accumulated

Gross

Amortization

Net

Gross

Amortization

Net

Gross

Amortization

Net

Gross

Amortization

Net

Intangible assets not currently subject to amortization:

Broadcast licenses
$ 3,638 $ (54 ) $ 3,584 $ 3,633 $ (54 ) $ 3,579 $ 3,838 $ (54 ) $ 3,784 $ 3,633 $ (54 ) $ 3,579
Goodwill
1,466 0 1,466 1,460 0 1,460 1,633 0 1,633 1,460 0 1,460
$ 5,104 $ (54 ) $ 5,050 $ 5,093 $ (54 ) $ 5,039 $ 5,471 $ (54 ) $ 5,417 $ 5,093 $ (54 ) $ 5,039

Intangible assets subject to amortization:

Network affiliation agreements
$ 67 $ (31 ) $ 36 $ 67 $ (28 ) $ 39 $ 83 $ (38 ) $ 45 $ 67 $ (28 ) $ 39
Other finite-lived intangible assets
651 (311 ) 340 644 (288 ) 356
Other definite lived intangible assets
717 (355 ) 362 644 (288 ) 356
$ 718 $ (342 ) $ 376 $ 711 $ (316 ) $ 395 $ 800 $ (393 ) $ 407 $ 711 $ (316 ) $ 395

Total intangible assets
$ 5,822 $ (396 ) $ 5,426 $ 5,804 $ (370 ) $ 5,434
Total intangibles
$ 6,271 $ (447 ) $ 5,824 $ 5,804 $ (370 ) $ 5,434

Amortization expense for ~~each of~~ the ~~three~~nine~~-months~~-month periods ended ~~March 31,~~September 30, 2021 and 2020 was ~~$26 million.~~$81 million and $78 million, respectively. Based on the ~~current amount of~~ intangible assets subject to amortization as of September 30, 2021, we expect that amortization expense for the remainder of 2021 ~~will~~would be approximately ~~$77~~$29 million, and, for the succeeding five years, amortization expense will be approximately as follows: 2022, ~~$99~~$112 million; 2023, ~~$93~~$105 million; 2024, ~~$27~~$40 million; 2025, ~~$18~~$30 million; and 2026, ~~$17~~$28 million. If and when acquisitions and dispositions occur in the future, actual amounts may vary materially from these estimates.

2024

12.    ~~Income Taxes~~
Income Taxes

For the three~~-months~~ and nine-month periods ended ~~March 31,~~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

Three Months Ended March 31,

September 30,

September 30,

2021

2020

2021

2020

2021

2020

Income tax expense
$ 15 $ 18 $ 35 $ 43 $ 65 $ 67
Effective income tax rate
28 % 25 % 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 ~~three~~nine~~-months~~-month period ended ~~March 31,~~September 30, 2021, these estimates increased or decreased our statutory Federal income tax rate to our effective income tax rate of ~~28%~~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 2%23%. For the ~~three~~nine~~-months~~-month period ended ~~March 31,~~September 30, 2020, these estimates increased or decreased our statutory Federal income tax rate to our effective income tax rate of ~~25%~~26% as follows: state income taxes added ~~5%;~~4%, permanent differences between our U.S. GAAP income and taxable income ~~resulted in an increase of~~ added 1%; ~~stock option exercises and restricted stock vesting resulted in a decrease of 2%~~.

During the ~~first~~nine ~~quarter of~~-months ended September 30, 2021,we made no ~~material~~$129 million of federal orand state income tax ~~payments.~~payments, net of refunds, including $72 million related to the Quincy Divestiture. During the remainder of 2021, we anticipate making income tax payments ~~(net of~~(excluding pending refunds) of approximately ~~$28 million. As of~~ ~~March 31, 2021,~~ we$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. ~~Therefore, we~~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 ~~net operating losses~~NOLs resulting in a refund of $21 million.

2125

13. ~~Segment information~~
Segment information

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

Production

As of and for the three months ended March 31, 2021:

Broadcast

Companies

Other

Consolidated

As of and for the nine-months ended September 30, 2021:

Broadcasting

Companies

Other

Consolidated

Revenue (less agency commissions)
$ 530 $ 14 $ 0 $ 544 $ 1,648 $ 44 $ 0 $ 1,692
Operating expenses before depreciation, amortization and gain on disposal of assets, net:
361 17 18 396
Operating expenses before depreciation, amortization and loss on disposal of assets, net:
1,099 39 75 1,213
Depreciation and amortization
47 3 1 51 146 9 2 157
Gain on disposal of assets, net
(4 ) 0 0 (4 )
Loss on disposal of assets, net
46 0 0 46
Operating expenses
404 20 19 443 1,291 48 77 1,416
Operating income (loss)
$ 126 $ (6 ) $ (19 ) $ 101 $ 357 $ (4 ) $ (77 ) $ 276

Interest expense
$ 0 $ 0 $ 48 $ 48 $ 0 $ 0 $ 143 $ 143
Capital expenditures (excluding business combinations)
$ 13 $ 0 $ 0 $ 13 $ 63 $ 88 $ 3 $ 154
Goodwill
$ 1,425 $ 41 $ 0 $ 1,466 $ 1,588 $ 45 $ 0 $ 1,633
Total Assets
$ 6,613 $ 123 $ 924 $ 7,660
Total assets
$ 7,229 $ 134 $ 416 $ 7,779

For the three months ended March 31, 2020:

For the nine-months ended September 30, 2020:

Revenue (less agency commissions)
$ 515 $ 19 $ 0 $ 534 $ 1,557 $ 32 $ 0 $ 1,589
Operating expenses before depreciation, amortization and gain on disposal of assets, net:
335 19 15 369
Operating expenses before depreciation, amortization and (gain) loss on disposal of assets, net:
985 32 47 1,064
Depreciation and amortization
43 3 1 47 136 9 2 147
Gain on disposal of assets, net
(6 ) 0 0 (6 )
(Gain) loss on disposal of assets, net
(21 ) (2 ) 0 (23 )
Operating expenses
372 22 16 410 1,100 39 49 1,188
Operating income (loss)
$ 143 $ (3 ) $ (16 ) $ 124 $ 457 $ (7 ) $ (49 ) $ 401

Interest expense
$ 0 $ 0 $ 52 $ 52 $ 0 $ 0 $ 143 $ 143
Capital expenditures (excluding business combinations)
$ 27 $ 0 $ 0 $ 27 $ 69 $ 1 $ 0 $ 70

As of December 31, 2020:

Goodwill
$ 1,419 $ 41 $ 0 $ 1,460 $ 1,419 $ 41 $ 0 $ 1,460
Total Assets
$ 6,631 $ 141 $ 871 $ 7,643
Total assets
$ 6,631 $ 141 $ 871 $ 7,643

~~14.~~     ~~Subsequent Events~~
~~Acquisition of Doraville Land.~~ On ~~April 7, 2021~~ ~~we acquired land in the Atlanta suburb of Doraville, Georgia for $83 million. We intend to use this property, in part, for future studio production facilities.~~
~~Acquisition of Meredith~~~~. On~~ ~~May 3, 2021,~~ we agreed to acquire all outstanding shares of Meredith Corporation (“Meredith”) for approximately $14.50 per share in cash, or $2.7 billion in total enterprise value, subject to and immediately after the spinoff of Meredith’s National Media Group to the current Meredith shareholders. 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. To facilitate regulatory approvals for this transaction, we will divest our existing television station in~~ ~~one~~ ~~market.~~
The merger agreement contains certain termination rights for both parties. Upon termination under specific circumstances, Meredith would be required to pay us a termination fee of $36 million, including in the event that Meredith enters into a definitive agreement with respect to a superior proposal or an adverse recommendation is issued by Meredith’s board of directors with respect to the transaction. If the required Meredith shareholder vote is ~~not~~ ~~obtained or the transaction does~~ ~~not~~ occur by the date specified in the merger agreement due to the failure of certain conditions to consummate the distribution and the spinoff, Meredith would be required to pay us an amount based upon the costs and expenses incurred by us related to the transaction. The merger agreement also provides that we will be required to pay a termination fee to Meredith of $125 million if the merger agreement is terminated by Meredith due to our breach of the agreement or failure to close, subject to certain limitations.
~~Also on~~ ~~May 3, 2021,~~ we entered into a financing commitment letter to provide the debt financing for a portion of the purchase price to be paid to complete the transaction with an incremental term loan facility in an aggregate principal amount of $1.45 billion (the ~~“2021~~ ~~Term Loan”) and a bridge facility in an aggregate principal amount of $1.35 billion (the~~ ~~“2021~~ ~~Bridge Facility”). The Commitment Letter contains conditions to funding of the debt financing customary for commitments of this type. The~~ ~~2021~~ ~~Term Loan will be secured on a pari passu basis with our other obligations under our~~ ~~2019~~ ~~Senior Credit Facility, and senior in lien priority to the~~ ~~2021~~ ~~Bridge Facility. The~~ ~~2021~~ ~~Bridge Facility will be~~ ~~second~~ ~~lien senior secured debt, ranking pari passu in right of payment with all our other senior debt and the guarantors, but junior in lien priority to the liens securing the~~ ~~2021~~ ~~Term Loan and all other obligations as defined in the~~ ~~2019~~ ~~Senior Credit Facility, in each case on terms reasonably satisfactory to the lead arranger. Various economic terms of the debt financing are subject to change in the process of syndication.~~
The transaction is subject to 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.

2226

Item 2.
~~Item 2.~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

Introduction. The following discussion and analysis of the financial condition and results of operations of Gray Television, Inc. and its consolidated subsidiaries (except as the context otherwise provides, “Gray,” the “Company,” “we,” “us” or “our”) is prepared from the perspective of the Company’s management, and should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included elsewhere herein, as well as with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”) filed with the SEC.

Business ~~Overview.~~Overview. We are a television ~~broadcast~~broadcasting company headquartered in Atlanta, Georgia, that is the largest owner of top-rated local television stations and digital assets in the United States. ~~We currently own and/or operate~~Upon our anticipated acquisition of the television stations ~~and leading digital properties in 94~~of Meredith, we will become the nation’s second largest television broadcaster, with television stations serving 113 markets that ~~collectively~~ reach approximately ~~24%~~36 percent of US television households. ~~During 2020, our stations were ranked first in average all-day ratings in 70~~The portfolio will include 79 markets with the top-rated television station and ~~ranked~~101 markets with the first and/or second ~~in 86 markets, as calculated by~~highest rated television station according to Comscore’s audience measurement ~~service.~~data. We also own video program production, marketing, and digital businesses including Raycom Sports, ~~Tupelo-Raycom,~~Tupelo Honey, and RTM Studios, the producer of ~~Power Nation~~PowerNation programs and content and is the majority owner of Swirl Films, which we refer to collectively as our “production companies.”

Our revenues are derived primarily from ~~broadcast~~broadcasting and internet advertising, retransmission consent fees and, to a lesser extent, other sources such as production of television and event programming, television commercials, tower rentals and management fees. For the ~~three-months~~nine-months ended ~~March 31,~~September 30, 2021 and 2020, we generated revenue of ~~$544 million~~$1.7 billion and ~~$534 million,~~$1.6 billion, respectively.

Impact of the COVID-19 Global Pandemic and Related Government Restrictions on our Markets and Operations. The impact of the COVID-19 global pandemic and measures to prevent its spread continue to affect our businesses in a number of ways. We have experienced a disruption in creation of content that we broadcast on our television stations and of events and programs we produce at our production companies, including the cancellation of certain sports events and the shutting down of production of certain television content. The extent to which the COVID-19 global pandemic impacts our business, financial condition, results of operations and cash flows will depend on numerous evolving factors that we may not be able to accurately predict or assess, including the duration and scope of the pandemic; the negative impact it has on global and regional economies and economic activity, changes in advertising customers and consumer behavior, impact of governmental regulations that might be imposed in response to the pandemic; its short and longer-term impact on the levels of consumer confidence; actions governments, businesses and individuals take in response to the pandemic; and how quickly economies recover after the COVID-19 global pandemic subsides. The COVID-19 global pandemic’s impact on the capital markets could impact our cost of borrowing.

We have continued to actively monitor the global outbreak and spread of COVID-19 and ~~contnue~~continue to take steps to mitigate the potential risks to us posed by its spread and related circumstances and impacts. We are focused on navigating these challenges presented by the COVID-19 global pandemic through protecting the safety of our employees, seeking to maintain revenues and reducing ~~expenses and delaying capital expenditures.~~expenses. There are certain limitations on our ability to mitigate the adverse financial impact of the pandemic, including the high fixed-cost nature of our businesses. The COVID-19 global pandemic, and the related economic disruptions and uncertaintyalso makes it more challenging for management to estimate future performance of our businesses, particularly over the near to medium term, and consequently the broader impact that it could have on our business, financial condition, results of operations and cash flows. See “The novel coronavirus disease and its related diseases (“COVID-19”) global pandemic has had and is expected to continue to have an adverse impact on our business.” in Part I, Item 1A. Risk Factors of our 2020 Form 10-K.

23

~~Since~~In March 2020, most of our employees ~~have been~~began working from home, with only essential employees working on site. We have recently begun to implement plans to ~~re-open~~reopen our offices through a hybrid format in which our employees work part of each week in our offices and studios. For employees working on site, we have instituted social distancing protocols, increased the level of cleaning and sanitizing in those sites and undertaken other actions to make these sites safer. We have reduced employee travel to only essential business needs.part remotely. We are generally following the requirements and protocols published by the U.S. Centers for Disease Control, the World Health Organization and state and local governments and we continue to monitor the latest public health and government guidance related to COVID-19, including vaccine availability to our employees. We cannot predict when or how wethese policies will ~~begin to curtail these efforts or lift these restrictions, including remaining work from home requirements and travel restrictions.~~change in the future. Currently, we do not believe our work from home protocol has adversely impacted our internal controls, financial reporting systems or our operations.

27
~~Impact~~Quincy Transaction. On August 2, 2021, we completed the acquisition of ~~Coronavirus Relief Measures.~~ ~~In response~~all the equity interests of 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 ~~the COVID-19 global pandemic, the Coronavirus Aid, Relief~~Allen of television stations in seven markets previously owned by Quincy and ~~Economic Security Act (“CARES Act”) was enacted~~located in ~~March 2020.~~our existing television markets, for an adjusted divestiture price of $398 million, which amount includes $18 million for working capital. The CARES Act and related rules and guidelines include several significant provisions, including delaying certain payroll tax payments, mandatory transition tax payments, and estimated income tax payments that we are deferring to future periods. We do not expect the CARES Act to haveQuincy Divestiture resulted in a material impact on our financial condition, including on our estimated effective tax rate or our liquidity. We will continue to monitor and assess the impact that the CARES Act and all other current or future federal and state relief measures may have on our business, financial condition or resultsnon-cash loss of ~~operations.~~$48 million.

~~Pending~~ Acquisition of ~~Quincy Media.~~Meredith. On ~~January 31,~~May 3, 2021, we entered into ana merger agreement, with, among others, Quincy, to acquire all of the outstanding shares of capital stock of Quincy for $925 million in cash, subject to certain adjustments, including, among other things, adjustments based on a determination of net working capital, cash, transaction expenses and indebtedness, as provided in the Quincy Transaction. We have obtained a debt financing commitment under our 2019 Senior Credit Facility to finance up to the full purchase price of $925 million. Upon closing the Quincy Transaction, and net of divestitures required to meet regulatory requirements, we will own television stations serving 102 television markets that collectively will reach over 25% of US television households, including the number-one ranked television station in 77 markets and the first and/or second highest ranked television station in 93 markets according to Comscore’s average all-day ratings for calendar year 2020.
The completion of the Quincy Transaction is subject to the satisfaction or waiver of certain customary conditions, including, among others: (i) the receipt of approval from the FCC and the expiration or early termination of the waiting period applicable to the Quincy Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended on June 2, 2021, and (ii) the absence of certain legal impediments to the consummation of the Quincy Transaction. Either party may terminate the Quincy purchase agreement if the Quincy Transaction is not consummated on or before January 31, 2022, with an automatic extension to May 1, 2022, if necessary, to obtain regulatory approval under the circumstances specified in the Quincy purchase agreement. The purchase agreement includes a provision that we must pay a termination fee of $25 million if the purchase agreement is terminated as a result of a failure to satisfy certain regulatory approvals.
~~On April 29,~~October 6, 2021, ~~we entered into an agreement with Allen Media Broadcasting, LLC to divest Quincy’s television stations in the seven markets~~ in which we currently operate, for $380 million in cash, in order to facilitate regulatory approvals for the Quincy Transaction. We expect to close the Quincy Transaction and related divestitures concurrently following receipt of regulatory and other approvals, in the third quarter of 2021.
~~On April 7, 2021 we acquired land in the Atlanta suburb of Doraville, Georgia for $83 million. We intend to use this property, in part, for future studio production facilities.~~
~~On May 3, 2021,~~ we agreed to acquire all outstanding shares of Meredith, ~~Corporation (“Meredith”) for approximately $14.50 per share in cash, or $2.7 billion in total enterprise value,~~ subject to and immediately after the spinoff of Meredith’s National Media Group to the current Meredith ~~shareholders (the “Meredith Transaction”),~~shareholders. The agreement was amended to revise the purchase consideration to $16.99 per share in cash, or $2.8 billion in total enterprise value and 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. To facilitate regulatory approvals for the Meredith transaction, on September 23, 2021, we divested our existing television station WJRT (ABC) in the Flint-Saginaw, Michigan market, to Allen for an adjusted purchase price, including working capital of $72 million in cash.
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., 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 at par, which we intend to assume upon completion of the Meredith Transaction. The proceeds of the transcations mentioned above, after deducting transaction fees and estimated expenses, will be used to pay a portion of the consideration for the Meredith Transaction.
The transaction is subject to Meredith shareholder approval 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.

~~Also on May 3,~~Acquisition of Studio Production Facilities. On April 7, 2021, we ~~entered into a financing commitment letter~~acquired land in the Atlanta suburb of Doraville, Georgia for approximately $80 million of cash. We intend to ~~provide~~use this property, in part, for future studio production facilities. On September 13, 2021, we completed the ~~debt financing~~Third Rail Acquisition for ~~a portion of the~~an adjusted purchase price ~~to be paid to complete the~~of $27 million in cash. The transaction ~~with~~represents an incremental term loan facility in an aggregate principal amount of $1.45 billion (the “2021 Term Loan”) and a bridge facility in an aggregate principal amount of $1.35 billion (the “2021 Bridge Facility”). The Commitment Letter contains conditions to funding of the debt financing customary for commitments of this type. The 2021 Term Loan will be secured on a pari passu basis with our other obligations under our 2019 Senior Credit Facility, and senior in lien priority to the 2021 Bridge Facility. The 2021 Bridge Facility will be second lien senior secured debt, ranking pari passu in right of payment with all our other senior debt and the guarantors, but junior in lien priority to the liens securing the 2021 Term Loan and all other obligations as definedinitial step in the ~~2019 Senior Credit Facility, in each case on terms reasonably satisfactory to the lead arranger. Various economic terms~~broader development of ~~the debt financing are subject to change in the process of syndication.~~our planned studio production facilities.

Please see Note ~~14. “Subsequent Events –~~ ~~Acquisition of Meredith~~ ”3. “Acquisitions and Divestitures” in our unaudited condensed consolidated financial statements contained elsewhere herein for further discussion of ~~the Meredith Transaction.~~these transactions.
28

Revenues, Operations, Cyclicality and Seasonality. Broadcast advertising is sold for placement generally preceding or following a television station’s network programming and within local and syndicated programming. Broadcast advertising is sold in time increments and is priced primarily on the basis of a program’s popularity among the specific audience an advertiser desires to reach. In addition, broadcast advertising rates are affected by the number of advertisers competing for the available time, the size and demographic makeup of the market served by the station and the availability of alternative advertising media in the market area. Broadcast advertising rates are generally the highest during the most desirable viewing hours, with corresponding reductions during other hours. The ratings of a local station affiliated with a major network can be affected by ratings of network programming. Most advertising contracts are short-term, and generally run only for a few weeks.

We also sell internet advertising on our stations’ websites and mobile apps. These advertisements may be sold as banner advertisements, video advertisements and other types of advertisements or sponsorships.

Our broadcast and internet advertising revenues are affected by several factors that we consider to be seasonal in nature. These factors include:

●
Spending by political candidates, political parties and special interest groups increases during the even-numbered “on-year” of the two-year election cycle. This political spending typically is heaviest during the fourth quarter of such years;

24

●
Broadcast advertising revenue is generally highest in the second and fourth quarters each year. This seasonality results partly from increases in advertising in the spring and in the period leading up to and including the holiday season;

●
Local and national advertising revenue on our NBC-affiliated stations increases in certain years as a result of broadcasts of the Olympic Games; and

●
Because our stations and markets are not evenly divided among the Big Four broadcast networks, our local and national advertising revenue can fluctuate between years related to which network broadcasts the Super Bowl.

Automotive advertisers have traditionally accounted for a significant portion of our revenue. During the ~~three-months~~nine-months ended ~~March 31,~~September 30, 2021 and 2020, we derived approximately ~~22%~~18% and ~~23%~~21%, respectively, of our total ~~broadcast~~broadcasting advertising revenue (excluding political advertising revenue) from customers in the automotive industry. Strong demand for our advertising inventory from political advertisers can require significant use of available inventory, which in turn can lower our advertising revenue from our non-political advertising revenue categories in the even numbered “on-year” of the two-year election cycle. These temporary declines are expected to reverse in the following “off-year” of the two-year election cycle.

While our total revenues have increased in recent years as a result of our acquisitions, our revenue remains under pressure from the impact on the advertising market as a result of the COVID-19 global pandemic and from the internet as a competitor for advertising spending. We have been taking steps to mitigate the impacts of COVID-19 and we continue to enhance and market our internet websites in an effort to generate additional revenue. Our aggregate internet revenue is derived from both advertising and sponsorship opportunities directly on our websites.

Our primary broadcasting operating expenses are employee compensation, related benefits and programming costs. In addition, the broadcasting operations incur overhead expenses, such as maintenance, supplies, insurance, rent and utilities. A large portion of the operating expenses of our broadcasting operations is fixed. We continue to monitor our operating expenses and seek opportunities to reduce them where possible.

Please see our “Results of Operations” and “Liquidity and Capital Resources” sections below for further discussion of our operating results.

29
Revenue

Set forth below are the principal types of revenue, less agency commissions, earned by us for the periods indicated and the percentage contribution of each type of revenue to our total revenue (dollars in millions):

Three Months Ended March 31,

2021

2020

Percent

Percent

Amount

of Total

Amount

of Total

Revenue:

Local (including internet/digital/mobile)
$ 203 37 % $ 199 37 %
National
57 10 % 51 10 %
Political
9 2 % 36 7 %
Retransmission consent
247 45 % 213 40 %
Production companies
14 3 % 19 3 %
Other
14 3 % 16 3 %
Total
$ 544 100 % $ 534 100 %
25

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

Percent

Percent

Percent

Percent

Amount

of Total

Amount

of Total

Amount

of Total

Amount

of Total

Revenue:

Local (including internet/digital/mobile)
$ 232 39 % $ 188 31 % $ 657 39 % $ 549 34 %
National
60 10 % 49 8 % 174 10 % 136 9 %
Political
9 2 % 128 21 % 24 1 % 185 12 %
Retransmission consent
266 44 % 217 36 % 755 45 % 650 41 %
Production companies
20 3 % 11 2 % 44 3 % 32 2 %
Other
14 2 % 11 2 % 38 2 % 37 2 %
Total
$ 601 100 % $ 604 100 % $ 1,692 100 % $ 1,589 100 %

Results of Operations

Three-Months Ended ~~March 31,~~September 30, 2021 (“the 2021 three-month period”) Compared to Three-Months Ended ~~March 31,~~September 30, 2020 (“the 2020 three-month period”)

Revenue. Total revenue ~~increased $10~~decreased $3 million, ~~or 2%,~~ to $544 million in the 2021 three-month period. Total revenue increased primarily due to retransmission consent revenue that increased by $34 million due to an increase in rates. Combined, local and national revenue increased by $10$601 million in the 2021 three-month period ~~We attribute these increases primarily to the lessening effects of the COVID-19 global pandemic which affected our customers beginning in~~from the 2020 three-month period. ~~Political~~Total revenue decreased primarily due to a decrease of $119 million in political advertising revenue ~~decreased by $27 million, resulting primarily from~~as a result of 2021 being the “off-year” of the two-year election ~~cycle. Local~~cycle, largely offset by increases in retransmission consent revenue, local advertising revenue and national advertising revenue. In addition, our broadcasting revenue benefited from our completion of the Quincy Transaction. Combined, local and national revenue from the broadcast of the 2021 Super Bowl on our CBS-affiliated stations was approximately $6 million, compared to $3 million that we earned from the broadcast of the 2020 Super Bowl on our FOX-affiliated stations. Production company revenue decreasedincreased by $5$55 million in the 2021 three-month period ~~primarily as a result~~due to increasing post COVID-19 pandemic consumer demand; the broadcast of the ~~impact of~~Olympic Games, that contributed approximately $14 million; retransmission consent revenue increased $49 million due to increases in rates; production company revenue increased by $9 million, reflecting increasing post COVID-19 ~~on sporting events.~~pandemic demand for production services.

~~Broadcast~~Broadcasting Expenses. ~~Broadcast~~Broadcasting expenses (before depreciation, amortization and gain or loss on disposal of assets) increased ~~$26~~$58 million, or 8%18%, to ~~$361~~$384 million in the 2021 three-month ~~period. Payroll and related broadcast operating expenses increased by approximately $2 million in~~period from the ~~2021~~2020 three-month period. ~~Non-payroll broadcast operating expenses~~The increase was the result of increased ~~by approximately $24 million. Retransmission~~retransmission expense, ~~increased by $23 million in the 2021 three-month period~~ consistent with the increased retransmission consent revenue, and ~~with~~ increases in ~~rates, effective in~~all operating expenses related to the ~~new year.~~Quincy Acquisition. We recorded broadcast non-cash stock-based amortization expense of $1 million ~~and $2 million~~ in each of the 2021 and 2020 three-month ~~periods, respectively.~~periods.

Production ~~Company Expenses~~company expenses. Production company operating expenses (before depreciation, amortization and gain or loss on disposal of assets), related to the production companies, were ~~approximately $17~~$13 million in the 2021 three-month period, ~~and decreased $2 million~~ compared to the 2020 three-month period due primarily to the disruption in creation of content as a result of the of the COVID-19 global pandemic. Production company compensation expenses and non-compensation expenses each decreased by approximately $1$8 million in the ~~2021 three-month~~2020 three month period. The increase was primarily due to increasing post COVID-19 pandemic demand for production services.

Corporate and Administrative Expenses. Corporate and administrative expenses (before depreciation, amortization and gain or loss on disposal of assets) increased $3by $17 million, or ~~20%~~113%, to ~~$18~~$32 million. Non-compensation expense increased primarily as a result of professional fees related to acquisition activities. Professional fees related to all of our acquisition activities were approximately $11 million in the 2021 three-month period. ~~These increases were~~Compensation expense increased $2 million primarily ~~the~~as a result of ~~Transaction Related Expenses of $1 million in the current year and~~incentive compensation costs. We recorded corporate non-cash stock-based amortization ~~expenses that increased to~~expense of $3 ~~million in the 2021 three-month period compared to $2 million in the 2020 three-month period.~~
~~Depreciation.~~ Depreciation of property and equipment totaled $25 million and $21 million for the 2021 three-month period and the 2020 three-month period, respectively. Depreciation increased primarily due to the addition of depreciable assets acquired in the normal course of business.
~~Amortization.~~ ~~Amortization of intangible assets totaled $26~~ million in each of the 2021 and 2020 three-month periods.

Depreciation. Depreciation of property and equipment totaled $26 million and $27 million in the 2021 three-month period and the 2020 three-month period, respectively.
Amortization. Amortization of intangible assets totaled $28 million and $26 million in the 2021 three-month period and the 2020 three-month period, respectively.
Loss (Gain) on Disposals of Assets, Net. We reported loss on disposals of assets of $51 million in the 2021 three-month period and a gain of $10 million in the 2020 three-month period. In the 2021 three-month period, we reported a non-cash loss of $48 million on the Quincy Divestiture transaction and a non-cash loss of $5 million on the Flint Divestiture. These losses were partially offset by gains related to assets disposals from the FCC Repack process and in the normal course of business.
30
Interest Expense. Interest expense ~~decreased $4~~increased $3 million, or 7%, to $48 million for the 2021 three-month period compared to ~~$52 million in~~ the 2020 three-month period. This ~~decrease was attributable~~increase in interest expense is due to an increase in principal, including a ~~reduction of approximately 1.6% in the~~temporary draw on our Revolving Credit Facility. The average interest rate, excluding amortization of deferred financing costs, on our ~~Term Loans. This~~total outstanding debt balance was ~~offset by increases in~~4.4% during each of the ~~balance of our subordinated notes outstanding.~~2021 and 2020 three-month periods. Our average outstanding debt principal balance was $4.0 billion and $3.8 billion during the 2021 and 2020 three-month periods, respectively.

Income ~~tax expense.~~Tax Expense. ~~During the 2021 three-month period, we~~We recognized income tax expense of ~~$15 million. During~~$35 million and $43 million in the 2021 and 2020 three-month ~~period, we recognized income tax expense of $18 million. For the 2021 three-month period and the 2020 three-month period, our~~periods, respectively. Our effective income tax ~~rate was 28%~~rates were 194% and ~~25%,~~26% in the 2021 and 2020 three-month periods, respectively. We estimate our differences between taxable income or loss and recorded income or loss on an annual basis. Our tax provision for each ~~quarter~~interim period is based upon these full year projections ~~which~~that 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. For the 2021 three-month period, these estimates increased ~~or decreased~~ our statutory Federal income tax rate of 21% to our effective income tax rate of ~~28%~~194% as follows: state income taxes added ~~5%;~~6%, permanent differences between our U.S. GAAP income and taxable income added 7% and divestiture of component two goodwill, related to the Quincy Divestiture, and the Flint Divestiture, resulted in an increase of 2%160%.
Nine-Months Ended September 30, 2021 (“the 2021 nine-month period”) Compared to Nine-Months Ended September 30, 2020 (“the 2020 nine-month period”)
Revenue. Total revenue increased $103 million, or 6%, to $1.7 billion in the 2021 nine-month period from the 2020 nine-month period. Combined, local and national revenue increased by $146 million, to $831 million in the 2021 nine-month period and production company revenue increased by $12 million. We attribute these increases primarily to the return of customer demand in the post-COVID-19 pandemic period, which had affected our customers and our sports and event programming. Retransmission consent revenue increased by $105 million as a result of increased rates in 2021. Political advertising revenue decreased by $161 million, resulting primarily from 2021 being the “off-year” of the two-year election cycle. Local and national revenue also increased due to the broadcast of the Olympic Games, that contributed approximately $14 million, and the broadcast of the 2021 Super Bowl on our CBS-affiliated stations was approximately $6 million, compared to $3 million that we earned from the broadcasting of the 2020 Super Bowl on our FOX-affiliated stations.
Broadcasting Expenses. Broadcasting expenses (before depreciation, amortization and gain or loss on disposal of assets) increased $114 million, to $1.1 billion. Compensation expenses increased by approximately $17 million in the 2021 nine-month period as a result of incentive compensation costs and the addition of personnel related to the Quincy Acquisition. Non-payroll broadcast operating expenses increased by approximately $97 million which included retransmission expense that increased by $73 million in the 2021 nine-month period consistent with the increased retransmission consent revenue. Professional service expenses increased by $18 million in the 2021 nine-month period related to our acquisition activities. We recorded broadcasting non-cash stock-based amortization expense of $2 million and $4 million in the 2021 and 2020 nine-month periods, respectively.
Production Company Expenses. Production company expenses (before depreciation, amortization and gain or loss on disposal of assets) increased by approximately $7 million in the 2021 nine-month period to $39 million, compared to $32 million in the 2020 nine-month period. The increase was consistent with increased revenue due to increasing post COVID-19 pandemic demand for production services.
Corporate and Administrative Expenses. Corporate and administrative expenses (before depreciation, amortization and gain or loss on disposal of assets) increased by $28 million, or 60%, to $75 million in the 2021 nine-month period compared to the 2020 nine-month period. These increases were the result of $19 million of transaction related expenses and increases in incentive compensation. We recorded corporate non-cash stock-based amortization expense of $9 million and $8 million in the 2021 and 2020 nine-month periods, respectively.
Depreciation. Depreciation of property and equipment totaled $76 million and $69 million in the 2021 nine-month period and the 2020 nine-month period, respectively. Depreciation increased primarily due to business acquisitions and to the addition of depreciable assets acquired in the normal course of business.

2631

Amortization. Amortization of intangible assets totaled $81 million and $78 million in the 2021 nine-month period and the 2020 nine-month period, respectively. Amortization expense increased primarily due business acquisitions.
Loss (Gain) on Disposals of Assets, Net. We reported a loss on disposals of assets of $46 million in the 2021 nine-month period and a gain on disposals of assets of $23 million in the 2020 nine-month period. We reported a non-cash loss of $48 million on the Quincy Divestiture and a non-cash loss of $5 million on the Flint Divestiture in the 2021 nine-month period. These losses were partially offset by gains related to assets disposals from the FCC Repack process and in the normal course of business.
Interest Expense. Interest expense was $143 million in each of the 2021 and 2020 nine-month periods. This was attributable to both an increase in loan principal offset by decreasing interest rates. The average interest rate, excluding amortization of deferred financing costs, on our total outstanding debt balance was 4.4% and 4.7% during the 2021 and 2020 nine-month periods, respectively. Our average outstanding debt balance was $4.1 billion and $3.8 billion during the 2021 and 2020 nine-month periods, respectively.
Income Tax Expense. We recognized income tax expense of $65 million and $67 million in the 2021 and 2020 nine-month periods, respectively. Our effective income tax rates were 52% and 26% in the 2021 and 2020 nine-month periods, respectively. We estimate our differences between taxable income or loss and recorded income or loss on an annual basis. Our tax provision for each interim period is based upon these full year projections that 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. For the 2021 nine-month period, these estimates increased our statutory federal income tax rate of 21% 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 two goodwill in the Quincy Divestiture and the Flint Divestiture resulted in an increase of 23%.

Liquidity and Capital Resources

~~General.~~ General
The following table presents data that we believe is helpful in evaluating our liquidity and capital resources (in millions):

Three Months Ended

March 31,

Nine Months Ended September 30,

2021

2020

2021

2020

Net cash provided by operating activities
$ 147 $ 131 $ 283 $ 488
Net cash used in investing activities
(73 ) (24 ) (664 ) (129 )
Net cash used in financing activities
(28 ) (23 ) (70 ) (104 )
Net increase in cash
$ 46 $ 84
Net (decrease) increase in cash
$ (451 ) $ 255

As of

March 31,

December 31,

As of

2021

2020

September 30, 2021

December 31, 2020

Cash
$ 819 $ 773 $ 322 $ 773
Long-term debt, less deferred financing costs
$ 3,976 $ 3,974
Borrowing availability under the Revolving Credit Facility
$ 299 $ 200
Long-term debt, including current portion
$ 3,981 $ 3,974
Borrowing availability under Revolving Credit Facility
$ 299 $ 200
Series A Perpetual Preferred Stock
$ 650 $ 650 $ 650 $ 650

Net Cash Provided By (Used In) Operating, Investing and Financing ~~Activities.~~ Activities
Net cash provided by operating activities was ~~$147~~$283 million in the 2021 ~~three-month~~nine-month period compared to ~~net cash provided by operating activities of $131~~$488 million in the 2020 ~~three-month~~nine-month period. The ~~increase~~decrease of ~~$16~~$205 million in the 2021 nine-month period was ~~primarily~~ the result of ~~decreased~~a $125 million decrease in net income, primarily due to an increase in loss on disposal of ~~$14 million offset by $31~~assets and a decrease in political advertising revenue. Approximately $82 million of cash ~~provided~~was used by changes in net working capital.
32

Net cash used in investing activities was ~~$73~~$664 million in the 2021 ~~three-month~~nine-month period compared to ~~$24~~net cash used in investing activities of $129 million infor the 2020 ~~three-month~~nine-month period. The increase in the amount used was largely due to ~~the~~our acquisition ~~and investment~~ activities, net of divestitures in the 2021 ~~three-month~~nine-month period, compared to the 2020 ~~three-month~~nine-month period.

Net cash used in financing activities was approximately ~~$28~~$70 million in the 2021 ~~three-month~~nine-month period compared to ~~$23~~net cash used in financing activities of $104 million in the 2020 ~~three-month~~nine-month period. WeThe primary reasons for the decrease in cash used ~~approximately $8 million~~in the 2021 nine-month period, were the use of cash to pay dividends ~~to holders~~on our two classes of ~~our Class A common stock and our~~ common stock in the 2021 ~~three-month~~nine-month period. In the 2020 nine month period, ~~and $13 million of cash to~~we did not pay dividends ~~to holders~~on either of our ~~Series A Preferred Stock in each~~two classes of common stock. In the 2020 nine-month period, we used approximately $59 million to repurchase shares of our common stock on the open market. In the 2021 ~~and 2020 three-month periods.~~nine-month period, we did not repurchase any shares of our common stock.

~~Liquidity.~~ LiquidityWe
Based on our debt outstanding as of September 30, 2021, we estimate that we will make approximately $178 million in debt interest payments over the twelve months immediately following ~~March 31,~~September 30, 2021. This estimate will increase significantly upon the completion of our pending acquisition of Meredith.

Although our cash flows from operations are subject to a number of risks and uncertainties, including ~~the COVID-19 global pandemic and related economic effects,~~our pending acquisition of Meredith, we anticipate that our cash on hand, future cash expected to be generated from operations, borrowings from time to time under the 2019 Senior Credit Facility (or any such other credit facility as may be in place at the appropriate time) and, potentially, external equity or debt financing, will be sufficient to fund any debt service obligations, estimated capital expenditures and acquisition-related obligations. Any potential equity or debt financing would depend upon, among other things, the costs and availability of such financing at the appropriate time. We also believe that our future cash expected to be generated from operations and borrowing availability under the 2019 Senior Credit Facility (or any such other credit facility) will be sufficient to fund our future capital expenditures and long-term debt service obligations until at least February 7, 2024, which is the maturity date of the 2017 Term Loan under the 2019 Senior Credit Facility.

27

Debt. As of ~~March 31,~~September 30, 2021, long-term debt consisted of obligations under our 2019 Senior Credit Facility, our $700 million in aggregate principal amount of senior notes due 2026, our $750 million in aggregate principal amount of senior notes due 2027 and our $800 million in aggregate principal amount of senior notes due 2030. As of ~~March 31,~~September 30, 2021, the 2019 Senior Credit Facility provided total commitments of $2.1 billion, consisting of a $595 million term loan facility, a $1.2 billion term loan facility and $299 million available under our revolving credit facility. We were in compliance with the covenants in these debt agreements at ~~March 31,~~September 30, 2021. As described above, we have incurred approximately $2.8 billion of new debt obligations in anticipation of completing the Meredith Transaction. We currently expect that the Meredith Transaction will be completed in the fourth quarter of 2021.

Capital Expenditures. In April 2017, the Federal Communications Commission (“FCC”) began the process of requiring certain television stations to change channels and/or modify their transmission facilities (“Repack”). Capital expenditures, including Repack, for the 2021 and 2020 ~~three-month~~nine-month periods were ~~$13~~$154 million and ~~$27~~$70 million, respectively. Excluding Repack, our capital expenditures were ~~$12~~$148 million (including approximately $91 million for the Doraville land purchase) and ~~$21~~$51 million for the 2021 and 2020 ~~three-month~~nine-month periods, respectively. Our ~~capitalized~~ Repack ~~costs and~~ associated reimbursements for the 2021 and 2020 ~~three-month~~nine-month periods were $1$10 million and $6$19 million for the 2021 and 2020 nine-month periods, respectively. As of ~~March 31,~~September 30, 2021, the amount requested from the FCC for Repack, but not yet received, was approximately $6$5 million. Excluding Repack, ~~but including Repack related expenditures,~~ we expect that our capital expenditures will range between approximately $185 million to $190 million during full-year 2021. The full-year 2021 capital expenditure estimates excluding Repack include an estimate of $110 million for the Doraville land purchase project and estimates of $75 million to ~~$85~~$80 million ~~during 2021.~~for routine capital expenditures. In addition, capital expenditures for Repack during full-year 2021 are expected to be approximately $7$3 million and we anticipate being reimbursed for the majority of these Repack costs. ~~However, reimbursement~~Reimbursement, however, may be received in periods subsequent to those in which they were expended.

33
Pending ~~Transactions.~~Acquisition of Meredith. On January 31, 2021, we entered into the Quincy Transaction to acquire all of the outstanding shares of capital stock of Quincy for $925 million in cash, subject to certain adjustments, including, among other things, adjustments based on a determination of net working capital, cash, transaction expenses and indebtedness, as provided in the purchase agreement. We have obtained a debt financing commitment under our 2019 Senior Credit Facility to finance up to the full purchase price of $925 million. The purchase agreement includes a provision that we must pay a termination fee of $25 million if the purchase agreement is terminated as a result of a failure to satisfy certain regulatory approvals.
~~On April 29,~~May 3, 2021, we entered into an agreement with Allen Media Broadcasting, LLC to divest Quincy’s television stations in the seven markets in which we currently operate, for $380 million in cash, in order to facilitate regulatory approvals for the Quincy Transaction. We expect to close the Quincy Transaction and related divestitures concurrently following receipt of regulatory and other approvals, in the third quarter of 2021.
~~On April 7, 2021 we acquired land in the Atlanta suburb of Doraville, Georgia for $83 million. We intend to use this property, in part, for future studio production facilities.~~
~~On May 3, 2021, we agreed~~ to acquire all outstanding shares of Meredith, ~~Corporation (“Meredith”) for approximately $14.50 per share in cash, or $2.7 billion in total enterprise value,~~ subject to and immediately after the spinoff of Meredith’s National Media Group to the current Meredith ~~shareholders (the “Meredith Transaction”),~~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. 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. To facilitate regulatory approvals for the Meredith Transaction, ison September 23, 2021, we divested our existing television station WJRT (ABC) in the Flint-Saginaw, Michigan market, to Allen for an adjusted purchase price of $72 million in cash, before taxes.
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 ~~customary closing~~market conditions at the time of financing and ~~regulatory approvals, including certain consents necessary~~(2) agreed to ~~effectuate~~amend and restate our existing revolving credit facility to increase our borrowing capacity under the ~~spinoff~~facility from up to $300 million to up to $500 million, which will consist of ~~Meredith’s National Media Group immediately prior~~(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., 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 at par, which we intend to assume upon completion of the ~~closing~~Meredith Transaction. The proceeds of ~~our acquisition of Meredith.~~
~~Also on May 3, 2021, we entered into a financing commitment letter~~the transcations mentioned above, after deducting transaction fees and estimated expenses, will be used to ~~provide the debt financing for~~pay a portion of the purchase price to be paid to complete the transaction with an incremental term loan facility in an aggregate principal amount of $1.45 billion (the “2021 Term Loan”) and a bridge facility in an aggregate principal amount of $1.35 billion (the “2021 Bridge Facility”). The Commitment Letter contains conditions to funding of the debt financing customaryconsideration for commitments of this type. The 2021 Term Loan will be secured on a pari passu basis with our other obligations under our 2019 Senior Credit Facility, and senior in lien priority to the 2021 Bridge Facility. The 2021 Bridge Facility will be second lien senior secured debt, ranking pari passu in right of payment with all our other senior debt and the guarantors, but junior in lien priority to the liens securing the 2021 Term Loan and all other obligations as defined in the 2019 Senior Credit Facility, in each case on terms reasonably satisfactory to the lead arranger. Various economic terms of the debt financing are subject to change in the process of syndication.
~~Please see Note 14. “Subsequent Events –~~ ~~Acquisition of Meredith~~ ~~” in our unaudited condensed consolidated financial statements contained elsewhere herein for further discussion of~~ the Meredith Transaction.

The completion of the Meredith Transaction will materially affect our operations, liquidity and capital expenditures. In addition to the effects on our balance sheet from the financing transactions described above, we expect that our results of operations and cash flows will increase.
~~Other.~~ Other
We file a consolidated federal income tax return and such state and local tax returns as are required. During the ~~first quarter of~~ 2021 nine-month period, we made ~~no material~~$129 million of federal or state income tax ~~payments.~~payments, including $72 million relating to Quincy Divestiture. During the remainder of 2021, we anticipate making income tax payments (net of refunds) of approximately ~~$28 million.~~$18 million, including $17 million relating to the Flint Divestiture. As of ~~March 31,~~September 30, 2021, 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”)~~NOL carryforwards 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 ~~net operating losses~~NOLs resulting in a refund of $21 million.

During the 2021 ~~three-month~~nine-month period, we ~~did not make a contribution~~contributed $4 million to our defined benefit ~~pension plan. During the remainder of 2021, we expect to contribute $4 million to this~~ pension plan.

Off-Balance Sheet Arrangements. There have been no material changes with respect to our off-balance sheet arrangements from those presented in our 2020 Form 10-K.
28

Critical Accounting Policies

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments and estimations that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. We consider our accounting policies relating to intangible assets and income taxes to be critical policies that require judgments or estimations in their application where variances in those judgments or estimations could make a significant difference to future reported results. These critical accounting policies and estimates are more fully discussed in our 2020 Form 10-K.
34

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements are all statements other than those of historical fact. When used in this Quarterly Report, the words “believes,” “expects,” “anticipates,” “estimates,” “will,” “may,” “should” and similar words and expressions are generally intended to identify forward-looking statements. Among other things, statements that describe our expectations regarding the evolving and uncertain nature of the COVID-19 pandemic and its impact on the Company, the media industry, and the economy in general, our results of operations, general and industry-specific economic conditions, future pension plan contributions, income tax payments, our ability to complete our pending acquisition of Meredith on the terms and within the timeframe, and on the financing terms, currently contemplated, any material regulatory or other unexpected requirements in connection therewith, or the inability to achieve expected synergies therefrom on a timely basis or at all, the expected impact of acquisitions, divestitures and capital expenditures are forward-looking statements. Readers of this Quarterly Report are cautioned that any forward-looking statements, including those regarding the intent, belief or current expectations of our management, are not guarantees of future performance, results or events and involve risks and uncertainties, and that actual results and events may differ materially from those contained in the forward-looking statements as a result of various factors including, but not limited to, those listed under the heading “Risk Factors” in our 2020 Form 10-K, and as may be described in subsequently filed quarterly reports on Form 10-Q, as well as the other factors described from time to time in our filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. We undertake no obligation to update such forward-looking statements to reflect subsequent events or circumstances.
Item 3.
~~Item 3.~~ Quantitative and Qualitative Disclosure About Market Risk

We believe that the market risk of our financial instruments as of ~~March 31,~~September 30, 2021 has not materially changed since December 31, 2020. Our market risk profile on December 31, 2020 is disclosed in our 2020 Form 10-K.
Item 4.
~~Item 4.~~ Controls and Procedures

As of the end of the period covered by this Quarterly Report, an evaluation was carried out under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures. Based on that evaluation, the CEO and the CFO have concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or furnish under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and to ensure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosures. No system of controls, no matter how well designed and implemented, can provide absolute assurance that the objectives of the system of controls are met and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

PART II.OTHER INFORMATION
Item 1A.
~~Item 1A.~~ Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors that affect our business and financial results that are discussed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report. There have been no material changes to such risk factors.

Item 6.
~~Item 6.~~ Exhibits

The following exhibits are filed as part of this Quarterly Report:

Exhibit
Number

Description of Document
~~2.1~~
2.1
Amendment and Consent, dated as of October 6, 2021, to Agreement and Plan of Merger, dated as of May 3, 2021, as amended on June 2, 2021, by and among Gray Television, Inc., Gray Hawkeye Stations, Inc., and Meredith Corporation (incorporated by reference to Exhibit 2.1 to our Current Report on Form ~~8-K/A~~8-K filed with the SEC on ~~May 5,~~October 8, 2021)
31.1

Rule 13(a) – 14(a) Certificate of Chief Executive Officer
31.2

Rule 13(a) – 14(a) Certificate of Chief Financial Officer
32.1

Section 1350 Certificate of Chief Executive Officer
32.2

Section 1350 Certificate of Chief Financial Officer
101.SCH

Inline XBRL Taxonomy Extension Schema Document
101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document
104

The cover page from Gray Television, Inc.’s Quarterly Report on Form 10-Q for the fiscal period ended ~~March 31,~~September 30, 2021 has been formatted in Inline XBRL.

30

SIGNATURES

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

GRAY TELEVISION, INC.
~~(Registrant)~~

(Registrant)

Date: ~~May 6,~~November 4, 2021
By:
/s/ James C. Ryan

James C. Ryan

Executive Vice President and Chief Financial Officer

3137

							Estimated
	*March 31,*			*December 31,*			*Useful Lives*
	*2021*			*2020*			*(in years)*
Property and equipment:
Land	$	124		$	123
Buildings and improvements		306			305		7	to	40
Equipment		850			834		3	to	20
		1,280			1,262
Accumulated depreciation		(550	)		(525	)
Total property and equipment, net	$	730		$	737

	Three Months Ended				Nine Months Ended
	March 31, 2021		March 31, 2020		September 30, 2021
Beginning balance	$	10	$	11	$	10
Provision for credit losses		0		1		2
Amounts written off		0		0		(1	)
Amounts recovered from previous write-offs		0		0		0
Ending balance	$	10	$	12	$	11

							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

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

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

	Quincy			Third Rail			Total
Cash	$	4		$	0		$	4
Accounts receivable, net		23			0			23
Other current assets		5			0			5
Property and equipment		73			24			97
Operating lease right of use asset		1			0			1
Goodwill		184			4			188
Broadcast licenses		245			0			245
Other intangible assets		86			0			86
Other current liabilities		(7	)		(1	)		(8	)
Deferred income taxes		(66	)		0			(66	)
Operating lease liabilities		(1	)		0			(1	)
Total	$	547		$	27		$	574

	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		0		0
Termination of financing agreement		0		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	$	0	$	0
Corporate and administrative		11		19
Miscellaneous (income) expense, net		0		7
Total Transaction Related Expenses	$	11	$	26

	Minimum Principal Maturities										Minimum Principal Maturities
Year	2019 Senior Credit Facility		2026 Notes		2027 Notes		2030 Notes		Total		2019 Senior Credit Facility		2026 Notes		2027 Notes		2030 Notes		Total
Remainder of 2021	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
2022		0		0		0		0		0		0		0		0		0		0
2023		0		0		0		0		0		0		0		0		0		0
2024		595		0		0		0		595		595		0		0		0		595
2025		0		0		0		0		0		0		0		0		0		0
2026		1,190		700		0		0		1,890		1,190		700		0		0		1,890
Thereafter		0		0		750		800		1,550		0		0		750		800		1,550
Total	$	1,785	$	700	$	750	$	800	$	4,035	$	1,785	$	700	$	750	$	800	$	4,035

							Three Months Ended						Nine Months Ended
	Three Months Ended March 31,						September 30,						September 30,
	2021			2020			2021			2020			2021			2020
Stock-based compensation expense, gross	$	4		$	4		$	3		$	5		$	10		$	12
Income tax benefit at our statutory rate associated with stock-based compensation		(1	)		(1	)
Income tax benefit at our statutory rate associated with share-based compensation								(1	)		(1	)		(3	)		(3	)
Stock-based compensation expense, net	$	3		$	3		$	2		$	4		$	7		$	9

Year ending December 31,		Operating Leases			Operating Leases
Remainder of 2021	Remainder of 2021	$	8		$	3
2022	2022		10			11
2023	2023		8			9
2024	2024		8			9
2025	2025		7			8
Thereafter	Thereafter		42			43
Total lease payments	Total lease payments	$	83			83
Less: Imputed interest	Less: Imputed interest		(24	)		(24	)
Present value of lease liabilities	Present value of lease liabilities	$	59		$	59

	Net Balance at									Net Balance at		Net Balance at		Acquisitions							Net Balance at
	December 31,									March 31,		December 31,		And							September 30,
	2020		Net Additions		Impairments		Amortization			2021		2020		Adjustments, Net		Impairments		Amortization			2021

Goodwill	$	1,460	$	6	$	-	$	-		$	1,466	$	1,460	$	173	$	-	$	-		$	1,633
Broadcast licenses		3,579		5		-		-			3,584		3,579		205		-		-			3,784
Finite-lived intangible assets		395		7		-		(26	)		376		395		93		-		(81	)		407
Total intangible assets net of accumulated amortization	$	5,434	$	18	$	-	$	(26	)	$	5,426	$	5,434	$	471	$	-	$	(81	)	$	5,824

	As of							As of			As of							As of
	December 31,							March 31,			December 31,			Net				September 30,
	2020			Net Additions		Impairments		2021			2020			Additions		Impairments		2021

Goodwill, gross	$	1,559		$	6	$	0	$	1,565		$	1,559		$	173	$	0	$	1,732
Accumulated goodwill impairment		(99	)		-		-		(99	)		(99	)		-		-		(99	)
Goodwill, net	$	1,460		$	6	$	0	$	1,466		$	1,460		$	173	$	0	$	1,633

	As of March 31, 2021							As of December 31, 2020							As of September 30, 2021							As of December 31, 2020
			Accumulated							Accumulated							Accumulated							Accumulated
	Gross		Amortization			Net		Gross		Amortization			Net		Gross		Amortization			Net		Gross		Amortization			Net
Intangible assets not currently subject to amortization:
Broadcast licenses	$	3,638	$	(54	)	$	3,584	$	3,633	$	(54	)	$	3,579	$	3,838	$	(54	)	$	3,784	$	3,633	$	(54	)	$	3,579
Goodwill		1,466		0			1,466		1,460		0			1,460		1,633		0			1,633		1,460		0			1,460
	$	5,104	$	(54	)	$	5,050	$	5,093	$	(54	)	$	5,039	$	5,471	$	(54	)	$	5,417	$	5,093	$	(54	)	$	5,039

Intangible assets subject to amortization:
Network affiliation agreements	$	67	$	(31	)	$	36	$	67	$	(28	)	$	39	$	83	$	(38	)	$	45	$	67	$	(28	)	$	39
Other finite-lived intangible assets		651		(311	)		340		644		(288	)		356
Other definite lived intangible assets																717		(355	)		362		644		(288	)		356
	$	718	$	(342	)	$	376	$	711	$	(316	)	$	395	$	800	$	(393	)	$	407	$	711	$	(316	)	$	395

Total intangible assets	$	5,822	$	(396	)	$	5,426	$	5,804	$	(370	)	$	5,434
Total intangibles															$	6,271	$	(447	)	$	5,824	$	5,804	$	(370	)	$	5,434

				Production												Production
As of and for the three months ended March 31, 2021:	Broadcast			Companies			Other			Consolidated
As of and for the nine-months ended September 30, 2021:													Broadcasting			Companies			Other			Consolidated

Revenue (less agency commissions)	$	530		$	14		$	0		$	544		$	1,648		$	44		$	0		$	1,692
Operating expenses before depreciation, amortization and gain on disposal of assets, net:		361			17			18			396
Operating expenses before depreciation, amortization and loss on disposal of assets, net:														1,099			39			75			1,213
Depreciation and amortization		47			3			1			51			146			9			2			157
Gain on disposal of assets, net		(4	)		0			0			(4	)
Loss on disposal of assets, net														46			0			0			46
Operating expenses		404			20			19			443			1,291			48			77			1,416
Operating income (loss)	$	126		$	(6	)	$	(19	)	$	101		$	357		$	(4	)	$	(77	)	$	276

Interest expense	$	0		$	0		$	48		$	48		$	0		$	0		$	143		$	143
Capital expenditures (excluding business combinations)	$	13		$	0		$	0		$	13		$	63		$	88		$	3		$	154
Goodwill	$	1,425		$	41		$	0		$	1,466		$	1,588		$	45		$	0		$	1,633
Total Assets	$	6,613		$	123		$	924		$	7,660
Total assets													$	7,229		$	134		$	416		$	7,779

For the three months ended March 31, 2020:
For the nine-months ended September 30, 2020:

Revenue (less agency commissions)	$	515		$	19		$	0		$	534		$	1,557		$	32		$	0		$	1,589
Operating expenses before depreciation, amortization and gain on disposal of assets, net:		335			19			15			369
Operating expenses before depreciation, amortization and (gain) loss on disposal of assets, net:														985			32			47			1,064
Depreciation and amortization		43			3			1			47			136			9			2			147
Gain on disposal of assets, net		(6	)		0			0			(6	)
(Gain) loss on disposal of assets, net														(21	)		(2	)		0			(23	)
Operating expenses		372			22			16			410			1,100			39			49			1,188
Operating income (loss)	$	143		$	(3	)	$	(16	)	$	124		$	457		$	(7	)	$	(49	)	$	401

Interest expense	$	0		$	0		$	52		$	52		$	0		$	0		$	143		$	143
Capital expenditures (excluding business combinations)	$	27		$	0		$	0		$	27		$	69		$	1		$	0		$	70

As of December 31, 2020:

Goodwill	$	1,419		$	41		$	0		$	1,460		$	1,419		$	41		$	0		$	1,460
Total Assets	$	6,631		$	141		$	871		$	7,643
Total assets													$	6,631		$	141		$	871		$	7,643

	Three Months Ended September 30,										Nine Months Ended September 30,
	2021					2020					2021					2020
			Percent					Percent					Percent					Percent
	Amount		of Total			Amount		of Total			Amount		of Total			Amount		of Total
Revenue:
Local (including internet/digital/mobile)	$	232		39	%	$	188		31	%	$	657		39	%	$	549		34	%
National		60		10	%		49		8	%		174		10	%		136		9	%
Political		9		2	%		128		21	%		24		1	%		185		12	%
Retransmission consent		266		44	%		217		36	%		755		45	%		650		41	%
Production companies		20		3	%		11		2	%		44		3	%		32		2	%
Other		14		2	%		11		2	%		38		2	%		37		2	%
Total	$	601		100	%	$	604		100	%	$	1,692		100	%	$	1,589		100	%

Exhibit Number		Description of Document
~~2.1~~
2.1		Amendment and Consent, dated as of October 6, 2021, to Agreement and Plan of Merger, dated as of May 3, 2021, as amended on June 2, 2021, by and among Gray Television, Inc., Gray Hawkeye Stations, Inc., and Meredith Corporation (incorporated by reference to Exhibit 2.1 to our Current Report on Form ~~8-K/A~~8-K filed with the SEC on ~~May 5,~~October 8, 2021)
31.1		Rule 13(a) – 14(a) Certificate of Chief Executive Officer
31.2		Rule 13(a) – 14(a) Certificate of Chief Financial Officer
32.1		Section 1350 Certificate of Chief Executive Officer
32.2		Section 1350 Certificate of Chief Financial Officer
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		The cover page from Gray Television, Inc.’s Quarterly Report on Form 10-Q for the fiscal period ended ~~March 31,~~September 30, 2021 has been formatted in Inline XBRL.

	GRAY TELEVISION, INC. ~~(Registrant)~~
	(Registrant)




Date: ~~May 6,~~November 4, 2021	By:	/s/ James C. Ryan
		James C. Ryan
		Executive Vice President and Chief Financial Officer