Gray Reports Record Operating Results for the Quarter Ended June 30, 2018

ATLANTA, Aug. 7, 2018 /PRNewswire/ -- Gray Television, Inc. ("Gray," "we," "us" or "our") (NYSE: GTN and GTN.A) today announces record results of operations for the three-months ended June 30, 2018, including record revenue and Broadcast Cash Flow (a non-GAAP financial measure, defined below). Our net income per diluted share for the second quarter of 2018 was $0.46.

Financial Highlights, Selected Operating Data and Other Recent Developments:

    --  Record Second Quarter Revenue and Broadcast Cash Flow - Our revenue for
        the second quarter of 2018 was an all-time record of $250.3 million,
        increasing $23.7 million, or 10%, from the second quarter of 2017. Our
        net income for the second quarter of 2018 was $40.7 million and our
        Broadcast Cash Flow was an all-time record of $108.3 million for the
        second quarter of 2018, increasing $15.2 million, or 16%, from the
        second quarter of 2017.
    --  Political Revenue - Our second quarter of 2018 political advertising
        revenue was $18.1 million, exceeding the high-end of our guidance range
        of $15.0 million. After giving effect to stations acquired and divested
        since 2014, we earned $16.5 million of political advertising revenue in
        the second quarter of 2014 which was the most recent non-presidential
        election year. Our political advertising revenue for the second quarter
        of 2018 was 9% greater than that of the second quarter of 2014.
    --  Retransmission Revenue, Expense and Net - Our second quarter of 2018
        gross retransmission revenue was $85.3 million, and our second quarter
        2018 retransmission expense was $39.2 million. Our retransmission
        revenue, net of retransmission expense, was $46.1 million for the second
        quarter of 2018, exceeding the high end of our guidance by approximately
        $0.6 million. We currently anticipate that for calendar year 2018, gross
        retransmission revenue will be approximately $350.0 million to $353.0
        million and retransmission revenue, net of retransmission expense, will
        be approximately $182.0 million to $184.0 million.
    --  Total Leverage Ratio, Net of all Cash - As of June 30, 2018, our total
        leverage ratio, as defined in our senior credit facility, was 3.91 times
        on a trailing eight-quarter basis, netting our total cash balance of
        $510.6 million.
    --  Pending Merger with  Raycom Media - On June 23, 2018, we entered into a
        merger agreement with, among others, Raycom Media, Inc. Giving effect to
        the merger and prior to divestitures of stations due to market overlaps,
        we expect to own and/or operate 142 full-power television stations
        serving 92 markets. Upon completion, we expect to reach approximately 24
        percent of U.S. television households through nearly 400 separate
        program streams including approximately 165 affiliates of the
        ABC/NBC/CBS/FOX networks, and over 100 affiliates of the CW, MyNetwork,
        and MeTV networks. These stations were ranked number-one in all day
        Nielsen ratings in 62 of the combined markets and number-one or
        number-two in 92% of the combined markets. In addition to high quality
        television stations, we also expect to acquire additional Raycom
        businesses that provide sports marketing, production and digital signage
        services, resulting in our becoming a more diversified media company.
        The consummation of the transaction is subject to the satisfaction or
        waiver of certain customary conditions, including, approval from the
        Federal Communications Commission, the expiration or early termination
        of the applicable waiting period under the Hart-Scott-Rodino Antitrust
        Improvements Act, the absence of any legal impediments to the merger,
        and customary third-party consents. We anticipate that the transaction
        will be completed during the fourth quarter of 2018.



    Selected Operating Data (unaudited):
    ------------------------------------


                                                                                                                          Three Months Ended June 30,
                                                                                                                          ---------------------------

                                                                                                                                             % Change                                                 % Change

                                                                                                                                             2018 to                                                  2018 to

                                                                                                        2018                         2017                         2017                          2016                         2016
                                                                                                        ----                         ----                         ----                          ----                         ----

                                                                                                                         (dollars in thousands)

    Revenue (less agency commissions):

    Total                                                                                           $250,344                     $226,681                         10 %                     $196,633                         27 %

    Political                                                                                        $18,070                       $3,708                        387 %                       $9,649                         87 %


    Operating expenses (1)(3):

    Broadcast                                                                                       $141,919                     $133,683                          6 %                     $117,299                         21 %

    Corporate and administrative                                                                     $10,833                       $8,432                         28 %                       $8,520                         27 %


    Net income                                                                                       $40,705                      $70,561                        (42)%                      $17,662                        130 %


    Non-GAAP cash flow (2):

    Broadcast Cash Flow(3)                                                                          $108,270                      $93,077                         16 %                      $79,307                         37 %

    Broadcast Cash Flow Less

    Cash Corporate Expenses(3)                                                                       $98,672                      $85,746                         15 %                      $71,753                         38 %

    Free Cash Flow                                                                                   $58,524                      $55,883                          5 %                      $25,928                        126 %


                                                                                                                        Six Months Ended June 30,
                                                                                                                        -------------------------

                                                                                                                                             % Change                                                 % Change

                                                                                                                                             2018 to                                                  2018 to

                                                                                                        2018                         2017                         2017                          2016                         2016
                                                                                                        ----                         ----                         ----                          ----                         ----

                                                                                                                         (dollars in thousands)

    Revenue (less agency commissions):

    Total                                                                                           $476,602                     $430,142                         11 %                     $370,356                         29 %

    Political                                                                                        $23,845                       $5,029                        374 %                      $19,304                         24 %


    Operating expenses (1)(3):

    Broadcast                                                                                       $291,573                     $267,239                          9 %                     $225,835                         29 %

    Corporate and administrative                                                                     $19,093                      $16,142                         18 %                      $24,190                        (21)%


    Net income                                                                                       $60,650                      $81,066                        (25)%                      $26,652                        128 %


    Non-GAAP cash flow (2):

    Broadcast Cash Flow(3)                                                                          $185,954                     $163,456                         14 %                     $145,244                         28 %

    Broadcast Cash Flow Less

    Cash Corporate Expenses(3)                                                                      $169,045                     $149,390                         13 %                     $122,980                         37 %

    Free Cash Flow                                                                                   $91,857                      $92,477                         (1)%                      $50,144                         83 %


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

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

    (3)     Amounts in 2017 and 2016 have been reclassified to give effect to the implementation of Accounting Standards Update 2017-07, Compensation - Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Postretirement
     Benefit Cost ("ASU 2017-07").


    Results of Operations for the Second Quarter of 2018
    ----------------------------------------------------

    Revenue (less agency commissions).

    The table below presents our revenue (less agency commissions) by type for the second quarter of 2018 and 2017 (dollars in thousands):


                                                                                                                                      Three Months Ended June 30,
                                                                                                                                      ---------------------------

                                                                                                                                    2018                                    2017   Amount              Percent
                                                                                                                                    ----                                    ----

                                                                                                                                                                 Percent                             Percent            Increase              Increase

                                                                                                                      Amount                                     of Total        Amount             of Total           (Decrease)            (Decrease)
                                                                                                                      ------                                     --------        ------             --------           ---------              ---------

    Revenue (less agency commissions):

    Local (including internet/digital/mobile)                                                                                   $112,921                                   45.1%          $117,917              52.0%             $(4,996)               (4)%

    National                                                                                                                      29,873                                   11.9%            30,981              13.7%              (1,108)               (4)%

    Political                                                                                                                     18,070                                    7.2%             3,708               1.6%               14,362               387 %

    Retransmission consent                                                                                                        85,307                                   34.1%            69,371              30.6%               15,936                23 %

    Other                                                                                                                          4,173                                    1.7%             4,704               2.1%                (531)              (11)%

    Total                                                                                                                       $250,344                                  100.0%          $226,681             100.0%              $23,663                10 %
                                                                                                                                ========                                   =====           ========              =====               =======

Total revenue increased $23.7 million, or 10%, to $250.3 million for the second quarter of 2018 compared to the second quarter of 2017. Total revenue increased primarily as a result of increased retransmission consent revenue, due primarily to increased retransmission consent rates, and increased political advertising revenue due to 2018 being the "on-year" of the two-year election cycle.

Broadcast Operating Expenses.
Broadcast operating expenses (before depreciation, amortization and gain or loss on disposal of assets) increased $8.2 million, or 6%, to $141.9 million for the second quarter of 2018. The increase reflects, in part, the following:

    --  Non-compensation expense increases of $6.5 million, or 10%, in the 2018
        period primarily as the result of increased retransmission expense of
        $5.4 million, or 16%, to $39.2 million in the second quarter of 2018 and
        increases in professional fees.
    --  Compensation expense increases of $1.7 million in 2018, primarily due to
        routine increases in compensation and severance costs. Including the
        effect of a $0.5 million adjustment related to forfeitures of equity
        incentive awards, we did not incur any non-cash stock-based compensation
        expenses in the second quarter of 2018. In the second quarter of 2017,
        our non-cash stock-based compensation expenses were $0.4 million.

Corporate and Administrative Operating Expenses.
Corporate and administrative expenses (before depreciation, amortization and gain or loss on disposal of assets) increased $2.4 million, or 28%, to $10.8 million in the second quarter of 2018. The increase reflects, in part, the following:

    --  Non-compensation expense increases of $2.1 million, primarily due to an
        increase of $1.9 million of professional fees related to acquisition
        activities. Professional fees related to acquisition activities were
        $3.7 million in the second quarter of 2018.
    --  Compensation expense increases of $0.3 million, primarily due to
        increases in incentive compensation costs. Non-cash stock-based
        amortization expenses were $1.2 million and $1.1 million in the second
        quarters of 2018 and 2017, respectively.

Taxes.
During the second quarter of 2018, we made aggregate federal and state income tax payments of approximately $3.6 million.


    Results of Operations for the Six-Month Period Ended June 30, 2018
    ------------------------------------------------------------------

    Revenue (less agency commissions).

    The table below presents our revenue (less agency commissions) by type for the six-month periods ended June 30, 2018 and 2017 (dollars in thousands):


                                                                                                                                         Six Months Ended June 30,
                                                                                                                                         -------------------------

                                                                                                                                       2018                                   2017   Amount              Percent
                                                                                                                                       ----                                   ----

                                                                                                                                                                   Percent                             Percent            Increase              Increase

                                                                                                                        Amount                                     of Total        Amount             of Total           (Decrease)            (Decrease)
                                                                                                                        ------                                     --------        ------             --------           ---------              ---------

    Revenue (less agency commissions):

    Local (including internet/digital/mobile)                                                                                      $218,390                                  45.8%          $220,514              51.3%             $(2,124)               (1)%

    National                                                                                                                         54,385                                  11.4%            55,795              13.0%              (1,410)               (3)%

    Political                                                                                                                        23,845                                   5.0%             5,029               1.2%               18,816               374 %

    Retransmission consent                                                                                                          170,858                                  35.9%           136,944              31.8%               33,914                25 %

    Other                                                                                                                             9,124                                   1.9%            11,860               2.7%              (2,736)              (23)%

    Total                                                                                                                          $476,602                                 100.0%          $430,142             100.0%              $46,460                11 %
                                                                                                                                   ========                                  =====           ========              =====               =======

Total revenue increased $46.5 million, or 11%, to $476.6 million for the six-months ended June 30, 2018 compared to the six-months ended June 30, 2017. Total revenue increased primarily as a result of increased retransmission consent revenue, due primarily to increased retransmission consent rates, and increased political advertising revenue due to 2018 being the "on-year" of the two-year election cycle. Local and national advertising revenue decreased only slightly, in spite of the $2.3 million of revenue we earned from the broadcast of the 2018 Super Bowl on our NBC-affiliated stations, compared to $0.6 million that we earned from the broadcast of the 2017 Super Bowl on our FOX-affiliated stations. In addition, revenue from the broadcast of the 2018 Winter Olympic Games on our NBC-affiliated stations was approximately $5.5 million.

Broadcast Operating Expenses.
Broadcast operating expenses (before depreciation, amortization and gain or loss on disposal of assets) increased $24.3 million, or 9%, to $291.6 million for the six-months ended June 30, 2018. The increase reflects, in part, the following:

    --  Non-compensation expense increases of $19.6 million, or 15%, in the 2018
        period, primarily as the result of increased retransmission expense of
        $14.9 million, or 23%, to $80.9 million in 2018 and net increases in
        several other expense categories including programming and other
        professional fees. Our programming costs related to the 2018 Winter
        Olympic Games were $1.5 million.
    --  Compensation expense increases of $5.0 million in the 2018 period,
        primarily due to routine increases in compensation and severance costs.
        Including the effect of a $0.5 million adjustment related to
        forfeitures, our non-cash stock-based compensation expenses were $1.2
        million and $0.7 million in the 2018 and 2017 periods, respectively.

Corporate and Administrative Operating Expenses.
Corporate and administrative expenses (before depreciation, amortization and gain or loss on disposal of assets) increased $3.0 million, or 18%, to $19.1 million for the 2018 period. The increase reflects, in part, the following:

    --  Non-compensation expense increases of $2.4 million, primarily due to an
        increase of $2.0 million of professional fees related to acquisition
        activities. Professional fees related to acquisition activities were
        $3.8 million in the 2018 period.
    --  Compensation expense increases of $0.6 million, primarily due to
        increased incentive compensation costs. Non-cash stock-based
        amortization expenses were $2.2 million and $2.1 million in the 2018 and
        2017 periods, respectively.

(Gain) Loss on Disposal of Assets.
During the 2018 period, we reported gains on disposals of assets of $1.6 million compared to $76.8 million in the 2017 period. On June 1, 2017, we tendered two of our broadcast licenses and made other modifications to our broadcast spectrum related to our participation in the FCC's broadcast spectrum auction. Our proceeds from this auction were $90.8 million and the cost of the assets disposed was $13.1 million.

Loss from Early Extinguishment of Debt.
In the 2017 period, we recorded a loss from early extinguishment of debt of approximately $2.9 million related to the amendment and restatement of our senior credit facility.

Taxes.
During the 2018 period, we made aggregate federal and state income tax payments of approximately $12.0 million. During the remainder of 2018, we anticipate making income tax payments (net of refunds) of approximately $23.9 million.


    Detailed Table of Operating Results
    -----------------------------------


                                                                                           Gray Television, Inc.

                                                                                    Selected Operating Data (Unaudited)

                                                                                 (in thousands except for per share data)



                                                                                                                          Three Months Ended           Six Months Ended

                                                                                                                               June 30,                    June 30,
                                                                                                                               --------                    --------

                                                                                                                                2018              2017                      2018        2017
                                                                                                                                ----              ----                      ----        ----


    Revenue (less agency commissions)                                                                                       $250,344          $226,681                  $476,602    $430,142

    Operating expenses before depreciation, amortization

    and gain on disposal of assets, net:

    Broadcast (1)                                                                                                            141,919           133,683                   291,573     267,239

    Corporate and administrative (1)                                                                                          10,833             8,432                    19,093      16,142

    Depreciation                                                                                                              13,543            12,841                    27,237      25,470

    Amortization of intangible assets                                                                                          5,153             6,657                    10,589      12,224

    Gain on disposals of assets, net                                                                                           (794)         (77,326)                  (1,615)   (76,799)

    Operating expenses                                                                                                       170,654            84,287                   346,877     244,276
                                                                                                                             -------            ------                   -------     -------

    Operating income                                                                                                          79,690           142,394                   129,725     185,866

    Other income (expense):

    Miscellaneous income, net (1)                                                                                                702               162                     1,262         255

    Interest expense                                                                                                        (24,831)         (23,791)                 (49,081)   (46,982)

    Loss from early extinguishment of debt                                                                                         -            (311)                        -    (2,851)
                                                                                                                                 ---             ----                       ---     ------

    Income before income tax expense                                                                                          55,561           118,454                    81,906     136,288

    Income tax expense                                                                                                        14,856            47,893                    21,256      55,222
                                                                                                                              ------            ------                    ------      ------

    Net income                                                                                                               $40,705           $70,561                   $60,650     $81,066
                                                                                                                             =======           =======                   =======     =======


    Basic per share information:

    Net income                                                                                                                 $0.46             $0.98                     $0.69       $1.13
                                                                                                                               =====             =====                     =====       =====

    Weighted-average shares outstanding                                                                                       87,765            71,821                    88,408      71,849
                                                                                                                              ======            ======                    ======      ======


    Diluted per share information:

    Net income                                                                                                                 $0.46             $0.97                     $0.68       $1.12
                                                                                                                               =====             =====                     =====       =====

    Weighted-average shares outstanding                                                                                       88,305            72,501                    88,937      72,510
                                                                                                                              ======            ======                    ======      ======


    Political advertising revenue (less agency commissions)                                                                  $18,070            $3,708                   $23,845      $5,029


    (1)     Amounts in 2017 have been reclassified to give effect to the implementation of ASU 2017-07.


    Other Financial Data:
    ---------------------

                                    As of
                                    -----

                                  June 30,           December 31,

                                                2018                  2017
                                                ----                  ----

                               (in thousands)


    Cash                                    $510,577              $462,399

    Long-term debt,
     including current
     portion                              $1,836,229            $1,837,428

    Borrowing
     availability under
     our revolving
     credit facility                        $100,000              $100,000


                          Six Months Ended June 30,

                                                2018                  2017
                                                ----                  ----

                               (in thousands)


    Net cash provided by
     operating
     activities                              $97,452               $59,144

    Net cash used in
     investing
     activities                             (22,106)            (413,217)

    Net cash (used in)
     provided by
     financing
     activities                             (27,168)               71,244

    Net increase
     (decrease) in cash                      $48,178            $(282,829)
                                             =======             =========


    Guidance for the Three-Months Ending September 30, 2018
    -------------------------------------------------------

    Based on our current forecasts for the quarter ending September 30, 2018 (the "third quarter of 2018") and excluding the anticipated results of any pending transactions, we anticipate the changes from the quarter ended September 30, 2017 (the "third quarter of 2017") as outlined below:


                                                                                                                    Low End                                                                                                       High End

                                                                                                                  Guidance for                                          % Change From                                           Guidance for                                          % Change From

                                                                                                                   the Third                                                Third                                                the Third                                                Third               Third

                                                                                                                   Quarter of                                             Quarter of                                             Quarter of                                             Quarter of          Quarter of

    Selected operating data:                                                                                                         2018                                                       2017                                                 2018                                              2017                  2017
    ------------------------                                                                                                         ----                                                       ----                                                 ----                                              ----                  ----

                                                                                                                                        (dollars in thousands)

    OPERATING REVENUE:

    Revenue (less agency commissions)                                                                                            $270,000                                                       23 %                                            $280,000                                              28 %             $218,977


    OPERATING EXPENSES (1)

    (before depreciation, amortization and

    (gain) loss on disposal of assets):

    Broadcast                                                                                                                    $145,000                                                        4 %                                            $148,000                                               6 %             $139,542

    Corporate and administrative                                                                                                  $10,000                                                       20 %                                             $11,000                                              32 %               $8,330


    OTHER SELECTED DATA:

    Political advertising revenue

    (less agency commissions)                                                                                                     $41,000                                                      924 %                                             $45,000                                            1024 %               $4,005


    (1)     Amounts in 2017 have been reclassified to give effect to the implementation of ASU 2017-07.

Comments on Third Quarter of 2018 Guidance

Revenue.
Based on our current forecasts for the third quarter of 2018, we anticipate the following changes from the third quarter of 2017:

    --  We believe our third quarter of 2018 local advertising revenue
        (including internet/digital/mobile) will change to be within a range of
        approximately $107.0 million to $110.0 million, representing a -3% to
        +0% change.
    --  We believe our third quarter of 2018 national advertising revenue will
        change to be within a range of approximately $28.5 million to $29.5
        million, representing a -8% to -5% change.
    --  We believe our third quarter of 2018 political advertising revenue will
        be within a range of approximately $41.0 million to $45.0 million. After
        giving effect to stations acquired and divested since 2014, we earned
        $41.1 million of political advertising revenue in the third quarter of
        2014 which was the most recent non-presidential election year. We
        estimate that our political advertising revenue for the third quarter of
        2018 will be equal to or as much as +9% greater than that of the third
        quarter of 2014.
    --  We anticipate that our gross retransmission revenue for calendar year
        2018 will be within a range of approximately $350.0 million to $353.0
        million and net retransmission revenue will be within a range of
        approximately $182.0 million to $184.0 million. We believe our third
        quarter of 2018 retransmission consent revenue will be within a range of
        approximately $90.0 million to $92.0 million.

Broadcast Operating Expenses (before depreciation, amortization and gain or loss on disposal of assets, net).
For the third quarter of 2018, we anticipate that our broadcast operating expenses will increase primarily due to retransmission expense which we expect to increase by a range of approximately $6.3 million to $7.3 million to within a range of approximately $41.0 million to $42.0 million.

Corporate and Administrative Operating Expenses (before depreciation, amortization and gain or loss on disposal of assets).
For the third quarter of 2018, we anticipate our corporate and administrative operating expense will increase to within a range of approximately $10.0 million to $11.0 million, primarily attributable to increases in professional services fees. We anticipate that costs related to our pending acquisitions, and in particular the Raycom merger, will be approximately $2.0 million to $3.0 million in the third quarter.

The Company

We are a television broadcast company headquartered in Atlanta, Georgia, that owns and operates over 100 television stations across 57 television markets that collectively broadcast over 200 program streams including over 100 channels affiliated with the CBS/NBC/ABC/FOX television networks. Our portfolio includes the number-one or number-two ranked television station for both overall audience and news audience in all 57 of our 57 markets, which collectively cover approximately 10.4% of total United States television households.

Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act

This press release contains statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws. These "forward-looking statements" are not statements of historical facts, and may include, among other things, statements regarding our current expectations and beliefs of operating results for the third quarter of 2018 or other periods, future income tax payments, pending transactions and other future events. Actual results are subject to a number of risks and uncertainties and may differ materially from the current expectations and beliefs discussed in this press release. All information set forth in this release is as of the date hereof. We do not intend, and undertake no duty, to update this information to reflect future events or circumstances. Information about certain potential factors that could affect our business and financial results and cause actual results to differ materially from those expressed or implied in any forward-looking statements are included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," in our Annual Report on Form 10-K for the year ended December 31, 2017 and may be contained in reports subsequently filed with the U.S. Securities and Exchange Commission (the "SEC") and available at the SEC's website at www.sec.gov.

Conference Call Information
We will host a conference call to discuss our second quarter operating results on August 7, 2018. The call will begin at 10:00:00 A.M. Eastern Time. The live dial-in number is 1(855) 493-3489 and the confirmation code is 4239649. The call will be webcast live and available for replay at www.gray.tv. The taped replay of the conference call will be available at 1 (855) 859-2056, Confirmation Code: 4239649 until September 4, 2018.

Effects of Acquisitions and Divestitures on Our Results of Operations and Non-GAAP Terms
From January 1, 2016 (the beginning of the earliest period presented) through June 30, 2018, we completed eight acquisition transactions and one divestiture transaction. As more fully described in our 2017 Form 10-K filed with the Securities and Exchange Commission and in our other prior disclosures, these transactions added a net total of 21 television stations to our operations. We refer to these transactions, collectively, as the "Acquisitions."

From time to time, Gray supplements its financial results prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") by disclosing the non-GAAP financial measures Broadcast Cash Flow, Broadcast Cash Flow Less Cash Corporate Expenses, Free Cash Flow, Operating Cash Flow as defined in the Senior Credit Agreement and Total Leverage Ratio and Net of All Cash. These non-GAAP amounts are used by us to approximate amounts used to calculate key financial performance covenants contained in our debt agreements and are used with our GAAP data to evaluate our results and liquidity.

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

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

We define Free Cash Flow as net income plus loss from early extinguishment of debt, non-cash stock based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, any miscellaneous expense, amortization of deferred financing costs, any income tax expense and non-cash 401(k) expense, less any gain on disposal of assets, any miscellaneous income, any income tax benefits, payments for program broadcast rights, contributions to pension plans, amortization of original issue premium on our debt, purchases of property and equipment (net of reimbursements) and the payment of income taxes (net of any refunds received).

We define Operating Cash Flow as defined in our Senior Credit Agreement as net income plus loss from early extinguishment of debt, non-cash stock based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, interest expense, any income tax expense, non-cash 401(k) expense and trade expense less any gain on disposal of assets, any income tax benefits, payments for program broadcast rights, trade income, and contributions to pension plans. Operating Cash Flow as defined in our Senior Credit Agreement gives effect to the revenue and broadcast expenses of the Acquisitions as if they had been acquired or divested, respectively, on April 1, 2016. It also gives effect to certain operating synergies expected from the Acquisitions and related financings and adds back professional fees incurred in completing the Acquisitions. Certain of the financial information related to the Acquisitions has been derived from, and adjusted based on, unaudited, un-reviewed financial information prepared by other entities, which Gray cannot independently verify. We cannot assure you that such financial information would not be materially different if such information were audited or reviewed and no assurances can be provided as to the accuracy of such information, or that our actual results would not differ materially from this financial information if the Acquisitions had been completed at the stated date. In addition, the presentation of Operating Cash Flow as Defined in the Senior Credit Agreement and the adjustments to such information, including expected synergies resulting from such transactions, may not comply with GAAP or the requirements for pro forma financial information under Regulation S-X under the Securities Act.

Our Total Leverage Ratio, Net of All Cash is determined by dividing our Adjusted Total Indebtedness, Net of All Cash by our Operating Cash Flow as defined in our Senior Credit Agreement, divided by two. Our Adjusted Total Indebtedness, Net of All Cash represents the total outstanding principal of our long-term debt, plus certain other obligations as defined in our Senior Credit Agreement, less all cash. Our Operating Cash Flow as defined in our Senior Credit Agreement, divided by two, represents our average annual Operating Cash Flow as defined in our Senior Credit Agreement for the preceding eight quarters.

These non-GAAP terms are not defined in GAAP and our definitions may differ from, and therefore not be comparable to, similarly titled measures used by other companies, thereby limiting their usefulness. Such terms are used by management in addition to, and in conjunction with, results presented in accordance with GAAP and should be considered as supplements to, and not as substitutes for, net income and cash flows reported in accordance with GAAP.


    Reconciliation, in thousands - Quarter:
    ---------------------------------------


                                                              Three Months Ended June 30,
                                                              ---------------------------

                                                                2018                     2017                     2016
                                                                ----                     ----                     ----


    Net income                                               $40,705                  $70,561                  $17,662

    Adjustments to reconcile from net income to

      Free Cash Flow:

    Depreciation                                              13,543                   12,841                   11,617

    Amortization of intangible assets                          5,153                    6,657                    4,242

    Non-cash stock-based compensation                          1,214                    1,434                    1,272

    (Gain) loss on disposals of
     assets, net                                               (794)                (77,326)                   1,228

    Miscellaneous income, net (1)                              (702)                   (163)                   (101)

    Interest expense                                          24,831                   23,791                   24,269

    Loss from early extinguishment of
     debt                                                          -                     311                        -

    Income tax expense                                        14,856                   47,893                   11,897

    Amortization of program broadcast
     rights                                                    5,258                    5,013                    4,813

    Common stock contributed to 401(k) plan

    excluding corporate 401(k)
     contributions                                                 -                       8                        7

    Payments for program broadcast
     rights                                                  (5,392)                 (5,274)                 (5,153)

    Corporate and administrative expenses excluding

    depreciation, amortization of intangible assets and

    non-cash stock-based compensation                          9,598                    7,331                    7,554
                                                               -----                    -----                    -----

    Broadcast Cash Flow (1)                                  108,270                   93,077                   79,307

    Corporate and administrative expenses excluding

    depreciation, amortization of intangible assets and

    non-cash stock-based compensation                        (9,598)                 (7,331)                 (7,554)

    Broadcast Cash Flow Less Cash
     Corporate Expenses (1)                                   98,672                   85,746                   71,753

    Contributions to pension plans                                 -                       -                 (1,113)

    Interest expense                                        (24,831)                (23,791)                (24,269)

    Amortization of deferred
     financing costs                                           1,158                    1,158                    1,196

    Amortization of net original issue premium on

    senior notes                                               (152)                   (152)                   (216)

    Purchases of property and
     equipment                                              (13,635)                 (6,438)                 (7,544)

    Reimbursements of property and
     equipment purchases                                         909                        -                       -

    Income taxes paid, net of refunds                        (3,597)                   (640)                (13,879)

    Free Cash Flow                                           $58,524                  $55,883                  $25,928
                                                             =======                  =======                  =======


    (1)     Amounts in 2017 and 2016 have been reclassified to give effect to the implementation of ASU 2017-07.


    Reconciliation, in thousands - Year to Date:
    --------------------------------------------


                                                                                                                         Six Months Ended June 30,
                                                                                                                         -------------------------

                                                                                                                     2018                       2017       2016
                                                                                                                     ----                       ----       ----


    Net income                                                                                                    $60,650                    $81,066    $26,652

    Adjustments to reconcile from net income to

      Free Cash Flow:

    Depreciation                                                                                                   27,237                     25,470     22,743

    Amortization of intangible assets                                                                              10,589                     12,224      8,130

    Non-cash stock based compensation                                                                               3,371                      2,772      2,556

    (Gain) loss on disposals of assets, net                                                                       (1,615)                  (76,799)     (420)

    Miscellaneous income, net (1)                                                                                 (1,262)                     (255)     (630)

    Interest expense                                                                                               49,081                     46,982     45,544

    Loss from early extinguishment of debt                                                                              -                     2,851          -

    Income tax expense                                                                                             21,256                     55,222     18,312

    Amortization of program broadcast rights                                                                       10,604                     10,235      9,209

    Common stock contributed to 401(k) plan

    excluding corporate 401(k) contributions                                                                            -                        15         14

    Payments for program broadcast rights                                                                        (10,866)                  (10,393)   (9,130)

    Corporate and administrative expenses excluding

    depreciation, amortization of intangible assets and

    non-cash stock-based compensation                                                                              16,909                     14,066     22,264
                                                                                                                   ------                     ------     ------

    Broadcast Cash Flow (1)                                                                                       185,954                    163,456    145,244

    Corporate and administrative expenses excluding

    depreciation, amortization of intangible assets and

    non-cash stock-based compensation                                                                            (16,909)                  (14,066)  (22,264)
                                                                                                                  -------                    -------    -------

    Broadcast Cash Flow Less Cash Corporate Expenses (1)                                                          169,045                    149,390    122,980

    Contributions to pension plans                                                                                      -                     (624)   (1,633)

    Interest expense                                                                                             (49,081)                  (46,982)  (45,544)

    Amortization of deferred financing costs                                                                        2,315                      2,309      2,267

    Amortization of net original issue premium on

    senior notes                                                                                                    (305)                     (305)     (432)

    Purchases of property and equipment                                                                          (19,915)                  (10,415)  (13,475)

    Reimbursements of property and equipment purchases                                                              1,846                          -         -

    Income taxes paid, net of refunds                                                                            (12,048)                     (896)  (14,019)
                                                                                                                  -------

    Free Cash Flow                                                                                                $91,857                    $92,477    $50,144
                                                                                                                  =======                    =======    =======


    (1)     Amounts in 2017 and 2016 have been reclassified to give effect to the implementation of ASU 2017-07.


    Reconciliation of Total Leverage Ratio, Net of All Cash, in
     thousands except for ratio:
    -----------------------------------------------------------


                                                                Eight Quarters Ended

                                                                   June 30, 2018
                                                                   -------------


    Net income                                                                  $358,223

    Adjustments to reconcile
     from net income to
     operating cash flow as

      defined in our Senior
       Credit Agreement:

    Depreciation                                                                 102,390

    Amortization of
     intangible assets                                                            44,127

    Non-cash stock-based
     compensation                                                                 14,220

    (Gain) loss on disposal
     of assets, net                                                             (75,066)

    Interest expense                                                             196,032

    Loss from early
     extinguishment of debt                                                       34,838

    Income tax (benefit)
     expense                                                                    (22,312)

    Amortization of program
     broadcast rights                                                             41,429

    Common stock contributed
     to 401(k) plan                                                                   31

    Payments for program
     broadcast rights                                                           (41,577)

    Pension expense                                                                (931)

    Contributions to pension
     plans                                                                       (4,539)

    Adjustments for stations
     acquired or divested,
     financings and expected

    synergies during the
     eight quarter period                                                         35,951

    Professional fees
     related to acquisitions
     and divestitures                                                              6,182

    Operating Cash Flow as
     defined in our Senior
     Credit Agreement                                                           $688,998
                                                                                ========

    Operating Cash Flow as
     defined in our Senior
     Credit Agreement,

     divided by two                                                             $344,499
                                                                                ========


                                                                   June 30, 2018
                                                                   -------------

    Adjusted Total
     Indebtedness:

    Total outstanding
     principal, including
     current portion                                                          $1,857,026

    Capital leases and other
     debt                                                                            691

    Cash                                                                       (510,577)

    Adjusted Total
     Indebtedness, Net of
     All Cash                                                                 $1,347,140
                                                                              ==========


    Total Leverage Ratio,
     Net of All Cash                                                                3.91
                                                                                    ====

View original content with multimedia:http://www.prnewswire.com/news-releases/gray-reports-record-operating-results-for-the-quarter-ended-june-30-2018-300692676.html

SOURCE Gray Television