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") 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, 2019 (the "2019 Form 10-K") filed with the SEC.

Business Overview. We are a television broadcast company headquartered in Atlanta, Georgia, that is the largest owner of top-rated local television stations and digital assets in the U.S. We currently own and/or operate television stations and leading digital properties in 93 television markets that collectively reach approximately 24% of U.S. television households. During calendar year 2019, our stations were ranked first in 68 markets, and first and/or second in 86 markets, as calculated by Comscore's audience measurement service. We also own video program production, marketing, and digital businesses including Raycom Sports, Tupelo-Raycom, and RTM Studios, the producer of PowerNation programs and content, which we refer to collectively as our "production companies."

Impact of COVID-19 and Related Government Restrictions on our Markets and Operations. The impact of COVID-19 and measures to prevent its spread are affecting 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 pandemic impacts our business operations, financial results, and liquidity 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 pandemic subsides. The COVID-19 impact on the capital markets could impact our cost of borrowing.

We have been actively monitoring the global outbreak and spread of COVID-19 and taking steps to mitigate the potential risks to us posed by its spread and related circumstances and impacts. We are focused on navigating these recent challenges presented by the COVID-19 global pandemic through protecting the safety of our employees, seeking to maintain revenues, reduce expenses and delay capital expenditures. 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. COVID-19 also 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 COVID-19 could have on our business, financial condition and results of operations. 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 II, Item 1A. Risk Factors of this Quarterly Report on Form 10-Q.

Since March, most of our employees have been working from home, with only certain essential employees working on site. 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 also substantially reduced employee travel to only essential business needs. We are generally following the requirements and protocols published by the U.S. Centers for Disease Control and the World Health Organization, and state and local governments. We cannot predict when or how we will begin to lift the actions put in place, including work from home requirements and travel restrictions. As of the date of this filing, we do not believe our work from home protocol has adversely impacted our internal controls, financial reporting systems or our operations.

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.





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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;




  ? 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 periods in even numbered years as a result of their
    broadcasts of the Olympic Games, which to some extent reduces the revenues
    earned by non-NBC-affiliated stations during those periods (note that the 2020
    Olympic Games have been postponed until 2021); 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 ended March 31, 2020 and 2019, we derived approximately 23% and 25%, respectively, of our total broadcast 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, they have also experienced a gradual improvement as a result of improvements in general economic conditions. However, revenue remains under pressure from the internet as a competitor for advertising spending. 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.





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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,
                                                      2020                          2019
                                                            Percent                       Percent
                                              Amount        of Total        Amount        of Total
Revenue:
Local (including internet/digital/mobile)   $      199         37.3%      $      211         40.7%
National                                            51           9.6%             50          9.7%
Political                                           36          6.7%               3          0.6%
Retransmission consent                             213         39.9%             204         39.4%
Production companies                                19           3.6%             37          7.1%
Other                                               16           2.9%             13           2.5%
Total                                       $      534        100.0%      $      518        100.0%




Results of Operations


Three-Months Ended March 31, 2020 ("the 2020 three-month period") Compared to Three-Months Ended March 31, 2019 ("the 2019 three-month period")

Revenue. Total revenue increased $16 million, or 3%, to $534 million in the 2020 three-month period. Total revenue increased primarily due to political advertising revenue that increased by $33 million, resulting primarily from 2020 being the "on-year" of the two-year election cycle. Retransmission consent revenue increased by $9 million. Combined, local and national revenue decreased by $11 million in the 2020 three-month period and production company revenue decreased by $18 million. We attribute these decreases primarily to the effects of the COVID-19 pandemic which has affected our customers and our sports and event programming. Local and national revenue from the broadcast of the 2020 Super Bowl on our FOX-affiliated stations was approximately $3 million, compared to $5 million that we earned from the broadcast of the 2019 Super Bowl on our CBS-affiliated stations.

Broadcast Expenses. Broadcast expenses (before depreciation, amortization and gain or loss on disposal of assets) decreased $21 million, or 6%, to $335 million in the 2020 three-month period. Payroll and related broadcast operating expenses decreased by approximately $10 million in the 2020 three-month period. Non-payroll broadcast operating expenses decreased by approximately $11 million. Each of these decreases were the result of transaction related expenses incurred in 2019 that did not re-occur in the current year. Retransmission expense increased by $18 million in the 2020 three-month period consistent with the increased retransmission consent revenue and with increases in rates, effective in the new year.

Production Company Expenses. Production company operating expenses were approximately $19 million in the 2020 three-month period, a decrease of $16 million compared to the 2019 three-month period. Production company compensation expenses decreased by approximately $2 million in the 2020 three-month period to $5 million, compared to $7 million in the 2019 three-month period. Non-compensation expenses decreased by $14 million in the 2020 three-month period to $14 million, compared to $28 million in the 2019 three-month period.

Corporate and Administrative Expenses. Corporate and administrative expenses (before depreciation, amortization and gain or loss on disposal of assets) decreased $33 million, or 69%, to $15 million in the 2020 three-month period. These decreases were the result of transaction related expenses incurred in 2019 that did not re-occur in the current year.

Depreciation. Depreciation of property and equipment totaled $21 million and $20 million for the 2020 three-month period and the 2019 three-month period, respectively. Depreciation increased primarily due to the addition of depreciable assets acquired in the normal course of business.





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Amortization. Amortization of intangible assets totaled $26 million and $29 million for the 2020 three-month period and the 2019 three-month period, respectively. Amortization expense decreased primarily due to finite-lived intangible assets becoming fully amortized.

Interest Expense. Interest expense decreased $6 million to $52 million for the 2020 three-month period compared to $58 million in the 2019 three-month period. This decrease was attributable to $200 million of pre-payments of our 2019 Term Loan in 2019, and reductions of approximately 1% in the average interest rates on our 2019 Term Loan and 2017 Term loan. Our average outstanding debt balance was $3.8 billion and $4.0 billion during the 2020 and 2019 three-month periods, respectively.

Income tax expense. During the 2020 three-month period, we recognized income tax expense of $18 million. During the 2019 three-month period, we recognized income tax expense of $3 million that is the net result of a $5 million income tax benefit for the period, but that is offset by $8 million of income tax expense related to discrete items. For the 2020 three-month period and the 2019 three-month period, our effective income tax rate was 25% and (20)%, 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 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. For the 2020 three-month period, these estimates increased or decreased our statutory Federal income tax rate of 21% to our effective income tax rate of 25% as follows: state income taxes added 5%; permanent differences between our U.S. GAAP income and taxable income resulted in an increase of 1%; stock options exercises and restricted stock vesting resulted in a decrease of 2%.

Liquidity and Capital Resources

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,
                                                        2020           2019
Net cash provided by operating activities             $    131       $     24
Net cash used in investing activities                      (24 )       (2,562 )

Net cash (used in) provided by financing activities (23 ) 1,344 Net (decrease) increase in cash

$     84       $ (1,194 )




                                                                         As of
                                                              March 31,       December 31,
                                                                 2020             2019
Cash                                                         $        296     $         212
Long-term debt, less deferred financing costs                $      3,700     $       3,697

Borrowing availability under the Revolving Credit Facility $ 200 $ 200 Series A Perpetual Preferred Stock

$        650     $         650




Net Cash Provided By (Used In) Operating, Investing and Financing Activities. Net cash provided by operating activities was $131 million in the 2020 three-month period compared to net cash provided by operating activities of $24 million in the 2019 three-month period. The increase of $107 million was primarily the result of an increased net income of $71 million and $13 million net increase in non-cash expenses, primarily depreciation of fixed assets and amortization of definite-lived intangible assets. Approximately $23 million of cash was provided by changes in net working capital.

Net cash used in investing activities was $24 million in the 2020 three-month period compared to $2.6 billion in the 2019 three-month period. The decrease in the amount used was largely due to the acquisition and divestiture activities in the 2019 three-month period, that did not re-occur in the 2020 three-month period.





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Net cash used in financing activities was approximately $23 million in the 2020 three-month period compared to net cash provided by financing activities of $1.3 billion in the 2019 three-month period. We used approximately $13 million of cash to pay dividends to holders of our preferred stock and approximately $6 million to repurchase shares of our common stock on the open market in the 2020 three-month period. Cash provided by financing activities in the 2019 three-month period was primarily due to the borrowings under our 2019 Term Loan to finance our acquisition activities in the 2019 three-month period.

Liquidity. We estimate that we will make approximately $192 million in debt interest payments over the twelve months immediately following March 31, 2020.

Although our cash flows from operations are subject to a number of risks and uncertainties, including the recent COVID-19 pandemic and related economic effects, 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.

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 2020 and 2019 three-month periods were $27 million and $18 million, respectively. Excluding Repack, our capital expenditures were $21 million and $9 million for the 2020 and 2019 three-month periods, respectively. Our capitalized Repack costs and associated reimbursements for 2020 and 2019 three-month periods were $6 million and $9 million, respectively. As of March 31, 2020, the amount requested from the FCC for Repack, but not yet received, was approximately $8 million. Excluding Repack, but including Repack related expenditures, we expect that our capital expenditures will range between approximately $60 million to $80 million during 2020. In addition, capital expenditures for Repack during 2020 are expected to range between approximately $17 million and $22 million and we anticipate being reimbursed for the majority of these Repack costs. However, reimbursement may be received in periods subsequent to those in which they were expended.

Other. We file a consolidated federal income tax return and such state and local tax returns as are required. During the 2020 three-month period, we did not make any material tax payments. During the remainder of 2020, we anticipate making income tax payments (net of refunds) of approximately $65 million.

During the 2020 three-month period, we did not make a contribution to our defined benefit pension plan. During the remainder of 2020, we expect to contribute $3 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 2019 Form 10-K.





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 2019 Form 10-K.





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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 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 2019 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.

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