Gray Reports Record Operating Results

Staff Report From Georgia CEO

Friday, August 5th, 2016

Gray Television, Inc. announces record-setting results of operations for the period ended June 30, 2016, including record revenue, record net income, and record Broadcast Cash Flow. Moreover, adjusting for the impact of acquisitions, the results reported today confirm that Gray continues to post organic revenue growth while maintaining solid expense controls.

Financial Highlights

As-Reported Basis

Our total revenue for the three months ended June 30, 2016 (the "second quarter of 2016") was $196.6 million, which was the highest for any quarter in our history. Moreover, total revenue increased $53.2 million, or 37%, for the second quarter of 2016 when compared to the three months ended June 30, 2015 (the "second quarter of 2015"). Our net income was $17.7 million for the second quarter of 2016, which was the highest for any second quarter in our history and a 46% increase from the second quarter of 2015. Our Broadcast Cash Flow was $79.3 million for the second quarter of 2016, which was also the highest for any second quarter in our history and a 38% increase from the second quarter of 2015. We earned $9.6 million in political advertising revenue during the second quarter of 2016, consistent with our previous guidance. Our record-setting performance in the second quarter of 2016 resulted in basic net income per share of $0.25.

Combined Historical Basis

The results reported today also reflect organic revenue growth at Gray. On a Combined Historical Basis, as defined herein, total revenue increased 8%, net income increased 6% and Broadcast Cash Flow increased 4% in the second quarter of 2016 compared to the second quarter of 2015. In addition, on a Combined Historical Basis, our broadcast operating expenses, excluding network compensation fees, were virtually unchanged in the second quarter of 2016, when compared to the second quarter of 2015. Significantly, the expected increases in network compensation fees were offset by increases in gross retransmission revenue. Also noteworthy is that in the first six-months of 2016, when compared to the first six months of 2015 on a Combined Historical Basis, our national sales commission expenses decreased over $2.0 million as a result of our termination of substantially all of our national sales representation agreements at the beginning of 2016. We have reduced our national sales commission expenses while building a positive and direct relationship with our national sales customers.

Other Highlights

The financial results demonstrate the success of our recent acquisitions, organic revenue growth and prudent operational cost controls across our entire portfolio of television stations. In addition, we achieved additional milestones during the second quarter of 2016 as we continue to execute prudent and opportunistic transactions.

  • On June 14, 2016, we completed the private placement of $500.0 million of 5.875% senior notes due 2026 (the "2026 Notes"), at par. The 2026 Notes represented the lowest cost, as well as the longest tenor, of any bond issuance in Gray's history. Concurrent with the issuance of these bonds, both S&P and Moody's raised their ratings on Gray's credit facilities.

  • On June 3, 2016, we announced that we agreed to acquire, for $270.0 million in cash, television stations WBAY-TV in the Green Bay, Wisconsin television market and KWQC-TV in the Davenport, Iowa television market as part of the divestiture of stations resulting from the pending merger of Nexstar Broadcasting Group, Inc. and Media General, Inc. We anticipate that this transaction will be completed late in 2016.

  • On June 1, 2016, we made an initial payment of $16.5 million and acquired the non-license assets of television stations WDTV-TV and WVFX-TV, a legal duopoly in the Clarksburg-Weston, West Virginia television market. Also, on June 1, 2016 we began to operate the stations, subject to the control of the stations' current licensees, under a local programming and marketing agreement. We anticipate that this acquisition will be completed late in 2016.

  • On April 14, 2016, we made a $3.0 million strategic equity investment in Syncbak, a technology company that replicates over-the-air broadcasts for delivery over-the-top of the Internet.

  • On June 27, 2016, we closed the previously announced acquisition of KYES-TV in the Anchorage, Alaska television market, for $0.5 million.

In connection with our various acquisition transactions, we incurred professional fees of approximately $0.5 million and $7.2 million in the second quarter of 2016 and the six-months ended June 30, 2016, respectively; and $0.3 million and $0.7 million in the second quarter of 2015 and the six-months ended June 30, 2015, respectively. These expenses are included in our corporate and administrative operating expenses.

As of June 30, 2016, our Total Leverage Ratio, Net of All Cash, as defined herein, was 5.25 times on a trailing eight-quarter basis, netting all $176.3 million of cash on our balance sheet against our debt balance. We maintain our previously issued guidance regarding our 2016 year-end net leverage ratio.

Effects of Acquisitions and Divestitures on Our Results of Operations

From October 31, 2013 through June 30, 2016, we completed 19 acquisition transactions and three divestiture transactions. These transactions added a net total of 43 television stations in 25 television markets to our operations, including 20 new television markets. During February 2016, we completed the acquisition of several television and radio stations from Schurz Communications, Inc.; divested the assets of the Schurz radio stations; exchanged KAKE-TV for WBXX-TV and cash; and exchanged WSBT-TV for WLUC-TV (collectively the "Schurz Acquisition and Related Transactions"). During June 2016, we entered into the Clarksburg Acquisition and completed the KYES-TV Acquisition. The transactions completed during the six-months ended June 30, 2016 added the following 13 television stations to our operations:

Station

 

Primary Network Affiliation

 

Market

 

WBXX-TV

   

CW

   

Knoxville, TN

 

KWCH-TV(1)

   

CBS

   

Wichita-Hutchinson, KS

 

WDBJ-TV

   

CBS

   

Roanoke, VA

 

KYTV-DT, KCZ, KSPR-TV(2)

   

NBC, CW, ABC

   

Springfield, MO

 

WAGT-TV

   

NBC

   

Augusta, GA

 

KTUU-TV, KYES-TV

   

NBC, MY

   

Anchorage, AK

 

WDTV-TV(3), WVFX-TV(3)

   

CBS, FOX

   

Clarksburg-Weston, WV

 

KOTA-TV(4)

   

ABC

   

Rapid City, SD

 

WLUC-TV

   

NBC/FOX

   

Marquette, MI

               

(1)  The acquired station includes three satellite stations re-broadcasting the programming associated with the primary (CBS) network affiliation.

(2)  Gray provides certain non-sales, back-office services to KSPR-TV. KSPR is owned by Schurz.

(3)  On June 1, 2016, we acquired the non-license assets of the television station and entered into an LMA, under which we operate the station,
       subject to the control of the licensees. Our ultimate acquisition of the station's Federal Communications Commission license and license
       related assets is pending regulatory and other approvals.

(4)  We have acquired the indicated program stream in this market and are broadcasting this program stream on our previously existing station
       in this market, which has changed its call letters to KOTA-TV, as well as two satellite stations that we also acquired in the Schurz
       Acquisition and Related Transactions.

We refer to the stations acquired and retained and to those we operate under an LMA entered into in 2016 as the "2016 Acquired Stations." During 2015, we completed six acquisitions, which collectively added seven television stations in six markets (four new markets) to our operations at various times during that year, and we refer to the stations acquired in those acquisitions as the "2015 Acquired Stations." During 2014, we completed seven acquisitions, which collectively added 22 television stations in 12 markets (10 new markets) to our operations at various times during that year, and we refer to the stations acquired in those acquisitions as the "2014 Acquired Stations." Unless the context of the following discussions requires otherwise, we refer to the 2016 Acquired Stations, the 2015 Acquired Stations and the 2014 Acquired Stations, collectively, as the "Acquired Stations."

Due to the significant effect that our acquisitions and divestitures have had on our results of operations, and in order to provide more meaningful period over period comparisons, we also present herein certain financial information on a "Combined Historical Basis." Unless otherwise defined, Combined Historical Basis reflects financial results that have been compiled by adding Gray's historical revenue and broadcast expenses to the historical revenue and broadcast expenses of the Acquired Stations and removing the historical revenues and historical broadcast expenses of divested stations as if they had been acquired or divested, respectively, on January 1, 2014 (the beginning of the earliest period presented). In addition, our Combined Historical Basis non-GAAP terms "Broadcast Cash Flow," "Broadcast Cash Flow Less Cash Corporate Expenses," "Operating Cash Flow as Defined in our Senior Credit Agreement" and "Free Cash Flow" give effect to the financings related to the acquisition of the Acquired Stations, as if these financings occurred on January 1, 2014, and certain anticipated net expense savings resulting from the completed acquisitions. Free Cash Flow presented on a Combined Historical Basis also includes adjustments to the purchase of property and equipment and income taxes paid, net of refunds as if the acquisition of the Acquired Stations occurred on January 1, 2014. Combined Historical Basis financial information for acquisitions does not reflect all purchase accounting and other adjustments required for Regulation S-X pro forma financial statements.

Selected Operating Data on As-Reported Basis

 
 

Three-Months Ended June 30,

         

% Change

     

% Change

         

2016 to

     

2016 to

 

2016

 

2015

 

2015

 

2014

 

2014

 

(dollars in thousands, except per share data)

Revenue (less agency commissions):

                 

Total

$     196,633

 

$   143,464

 

37 %

 

$   107,249

 

83 %

Political

$         9,649

 

$       2,197

 

339 %

 

$       8,616

 

12 %

                   

Operating expenses (1):

                 

Broadcast

$     117,335

 

$     86,445

 

36 %

 

$     66,002

 

78 %

Corporate and administrative

$         8,524

 

$       6,444

 

32 %

 

$       9,848

 

(13)%

                   

Net income

$       17,662

 

$     12,110

 

46 %

 

$       1,591

 

1010 %

                   

Non-GAAP cash flow (2):

                 

Broadcast Cash Flow

$       79,267

 

$     57,244

 

38 %

 

$     40,530

 

96 %

Broadcast Cash Flow Less

                 

Cash Corporate Expenses

$       71,713

 

$     51,591

 

39 %

 

$     31,408

 

128 %

Free Cash Flow (3)

$       25,928

 

$     27,388

 

(5)%

 

$       8,881

 

192 %

                   
 

Six-Months Ended June 30,

         

% Change

     

% Change

         

2016 to

     

2016 to

 

2016

 

2015

 

2015

 

2014

 

2014

 

(dollars in thousands, except per share data)

Revenue (less agency commissions):

                 

Total

$     370,356

 

$   276,767

 

34 %

 

$   198,546

 

87 %

Political

$       19,304

 

$       3,356

 

475 %

 

$     11,408

 

69 %

                   

Operating expenses (1):

                 

Broadcast

$     225,903

 

$   173,292

 

30 %

 

$   126,386

 

79 %

Corporate and administrative

$       24,202

 

$     13,291

 

82 %

 

$     16,347

 

48 %

                   

Net income

$       26,652

 

$     17,705

 

51 %

 

$       2,868

 

829 %

                   

Non-GAAP cash flow (2):

                 

Broadcast Cash Flow

$     145,164

 

$   103,968

 

40 %

 

$     71,149

 

104 %

Broadcast Cash Flow Less

                 

Cash Corporate Expenses

$     122,900

 

$     92,218

 

33 %

 

$     56,881

 

116 %

Free Cash Flow (3)

$       50,144

 

$     49,379

 

2 %

 

$     16,334

 

207 %

                   

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

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

(3) 2016 periods reflect increase in cash tax payments due to anticipated use of remaining net operating loss carry-forwards in

      2016. See further discussion of cash tax payments on pages 8, 11 and 15 herein.

Selected Operating Data on Combined Historical Basis

 
 

Three-Months Ended June 30,

         

% Change

     

% Change

         

2016 to

     

2016 to

 

2016

 

2015

 

2015

 

2014

 

2014

 

(dollars in thousands, except per share data)

Revenue (less agency commissions):

                 

Total

$     198,031

 

$   182,874

 

8 %

 

$   172,384

 

15 %

Political

$       10,064

 

$       2,572

 

291 %

 

$     14,688

 

(31)%

                   

Operating expenses (1):

                 

Broadcast

$     118,203

 

$   112,591

 

5 %

 

$   103,687

 

14 %

Corporate and administrative

$         8,524

 

$       6,444

 

32 %

 

$       9,848

 

(13)%

                   

Net income

$       18,108

 

$     17,065

 

6 %

 

$     18,003

 

1 %

                   

Non-GAAP cash flow (2):

                 

Broadcast Cash Flow

$       80,046

 

$     77,031

 

4 %

 

$     76,018

 

5 %

Broadcast Cash Flow Less

                 

Cash Corporate Expenses

$       72,490

 

$     71,378

 

2 %

 

$     66,896

 

8 %

Operating Cash Flow as defined in

                 

the Senior Credit Facility

$       71,927

 

$     71,734

 

0 %

 

$     71,855

 

0 %

Free Cash Flow (3)

$       28,280

 

$     41,340

 

(32)%

 

$     40,904

 

(31)%

                   
 

Six-Months Ended June 30,

         

% Change

     

% Change

         

2016 to

     

2016 to

 

2016

 

2015

 

2015

 

2014

 

2014

 

(dollars in thousands, except per share data)

Revenue (less agency commissions):

                 

Total

$     387,097

 

$   351,972

 

10 %

 

$   325,612

 

19 %

Political

$       19,971

 

$       3,810

 

424 %

 

$     19,570

 

2 %

                   

Operating expenses (1):

                 

Broadcast

$     240,416

 

$   225,101

 

7 %

 

$   203,891

 

18 %

Corporate and administrative

$       24,202

 

$     13,291

 

82 %

 

$     16,347

 

48 %

                   

Net income

$       24,922

 

$     24,159

 

3 %

 

$     29,030

 

(14)%

                   

Non-GAAP cash flow (2):

                 

Broadcast Cash Flow

$     150,140

 

$   140,367

 

7 %

 

$   133,871

 

12 %

Broadcast Cash Flow Less

                 

Cash Corporate Expenses

$     127,876

 

$   128,617

 

(1)%

 

$   119,603

 

7 %

Operating Cash Flow as defined in

                 

the Senior Credit Facility

$     133,568

 

$   131,374

 

2 %

 

$   125,173

 

7 %

Free Cash Flow (3)

$       60,006

 

$     70,746

 

(15)%

 

$     61,488

 

(2)%

                   

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

           

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

(3) 2016 periods reflect increase in cash tax payments due to anticipated use of remaining net operating loss carry-forwards in

      2016. See further discussion of cash tax payments on pages 8, 11 and 15 herein.

       

Reclassification of Revenue

Through 2015, we reported our local television advertising revenues and our internet/digital/mobile advertising revenues separately. Beginning in 2016, we report a single line item identified as "Local (including internet/digital/mobile)" that combines both our local television advertising revenues and our internet/digital/mobile advertising revenues. Because this revenue originates within each local market in which we operate and is sold by each local sales force, we believe this classification is more consistent and more representative of our operating focus, to maximize all aspects of local revenue. All prior periods presented herein have been reclassified to reflect our current presentation.

Results of Operations for the Second Quarter of 2016

Revenue (less agency commissions) on As-Reported Basis

The table below presents our revenue (less agency commissions), or revenue, by type for the second quarter of 2016 and 2015 (dollars in thousands):

 

Three Months Ended June 30,

 

2016

 

2015

     

Percent

     

Percent

 

Amount 

 

of Total

 

Amount 

 

of Total 

Revenue (less agency commissions):

             

Local (including internet/digital/mobile)

$     104,727

 

53.3%

 

$            83,091

 

57.9%

National

26,070

 

13.3%

 

18,949

 

13.2%

Political

9,649

 

4.9%

 

2,197

 

1.5%

Retransmission consent

50,549

 

25.7%

 

36,909

 

25.7%

Other

5,638

 

2.8%

 

2,318

 

1.7%

Total

$     196,633

 

100.0%

 

$          143,464

 

100.0%

Total revenue increased $53.2 million, or 37%, to $196.6 million for the second quarter of 2016 compared to the second quarter of 2015. Total revenue from the 2016 Acquired Stations and 2015 Acquired Stations, collectively, accounted for approximately $46.8 million of our total revenue, or 88% of the increase from the second quarter of 2015, with the remaining revenue increases resulting from our stations owned since the start of 2015. The 2015 Acquired Stations did not contribute any revenue during the second quarter of 2015 because all of the 2015 Acquired Stations were acquired after June 30, 2015.

In addition to the total revenue contributed by the 2016 Acquired Stations and the 2015 Acquired Stations, our total revenue increased in the second quarter of 2016, as compared to the second quarter of 2015, primarily due to increases in retransmission revenue, due primarily to increased retransmission consent rates; and increases in political advertising revenue, due to 2016 being the "on-year" of the two-year election cycle.

The principal types of revenue for the second quarter of 2016, compared to the second quarter of 2015, were as follows:

  • Local advertising revenue (including internet/digital/mobile) increased $21.6 million, or 26%, to $104.7 million;

  • National advertising revenue increased $7.1 million, or 38%, to $26.1 million;

  • Political advertising revenue increased $7.5 million, or 339%, to $9.6 million;

  • Retransmission consent revenue increased $13.6 million, or 37%, to $50.5 million; and

  • Other revenue increased $3.3 million, or 143%, to $5.6 million.

Within our local and national advertising revenue types, and excluding revenue attributable to the 2016 Acquired Stations and 2015 Acquired Stations, our five largest customer categories experienced the following approximate changes during the second quarter of 2016 compared to the second quarter of 2015:

  • Automotive increased 5%;

  • Medical decreased 4%;

  • Restaurant decreased 4%;

  • Furniture and appliances increased 4%; and

  • Communications decreased 15%.

Revenue on Combined Historical Basis

On a Combined Historical Basis, total revenue increased $15.2 million, or 8%, to $198.0 million in the second quarter of 2016 as compared to the second quarter of 2015. On a Combined Historical Basis, the principal types of revenue for the second quarter of 2016, compared to the second quarter of 2015, were approximately as follows:

  • Local advertising revenue (including internet/digital/mobile) was unchanged at $105.3 million;

  • National advertising revenue decreased $0.8 million, or 3%, to $26.2 million;

  • Political advertising revenue increased $7.5 million, or 288%, to $10.1 million;

  • Retransmission consent revenue increased $8.1 million, or 19%, to $50.8 million; and

  • Other revenue increased $0.5 million, or 9%, to $5.6 million.

Within our local and national advertising revenue types, and including revenue from the 2016 Acquired Stations and 2015 Acquired Stations, our five largest customer categories experienced the following approximate changes during the second quarter of 2016, compared to the second quarter of 2015:

  • Automotive increased 5%;

  • Medical decreased 3%;

  • Restaurant decreased 1%;

  • Furniture and appliances increased 6%; and

  • Communications decreased 12%.

Broadcast Operating Expenses on As-Reported Basis 

Broadcast operating expenses (before depreciation, amortization and loss on disposal of assets) increased $30.9 million, or 36%, to $117.3 million for the second quarter of 2016 compared to the second quarter of 2015. The 2016 Acquired Stations and 2015 Acquired Stations, collectively, accounted for approximately $28.0 million of our broadcast operating expenses, or 91% of the increase from the second quarter of 2015. The 2015 Acquired Stations had no effect on our broadcast operating expenses for the second quarter of 2015 because all of the 2015 Acquired Stations were acquired after June 30, 2015.

  • Non-compensation expense increased $15.2 million in the second quarter of 2016. Non-compensation expenses associated with the 2016 Acquired Stations and 2015 Acquired Stations totaled $12.4 million in the second quarter of 2016. Other network program fees increased $2.7 million reflecting increased fees payable to networks under our affiliation agreements. National sales commissions decreased $0.8 million in the second quarter of 2016 primarily as a result of the termination of substantially all of our national sales representation agreements at the beginning of 2016.

  • Compensation expense increased $15.7 million in the second quarter of 2016 as a result of compensation expenses attributable to the 2016 Acquired Stations and 2015 Acquired Stations. Non-cash share based compensation expenses were $0.3 million in the second quarter of 2016 compared to $0.2 million in the second quarter of 2015.

Broadcast Operating Expenses on Combined Historical Basis

On a Combined Historical Basis, broadcast operating expenses (before depreciation, amortization and loss on disposal of assets) increased $5.6 million, or 5%, to $118.2 million in the second quarter of 2016 as compared to the second quarter of 2015. The increase reflects, in part, the following:

  • Non-compensation expense increased primarily as a result of network program fees that increased $5.4 million consistent with the growth of retransmission consent revenue.

  • Non-compensation expense increases were offset, in-part, by a $1.2 million decrease in national sales commissions in the second quarter of 2016 resulting from our termination of substantially all of our national sales representation agreements in the first quarter of 2016.

  • Compensation expense increased by approximately $1.5 million in the second quarter of 2016 compared to the second quarter of 2015. Non-cash share based compensation expenses were $0.3 million in the second quarter of 2016 compared to $0.2 million in the second quarter of 2015.

Corporate and Administrative Operating Expenses on As-Reported Basis

Corporate and administrative expenses (before depreciation, amortization and loss on disposal of assets) increased $2.1 million, or 32%, to $8.5 million in the second quarter of 2016 as compared to the second quarter of 2015. The increase reflects, in part, the following:

  • Non-compensation expense increased $1.6 million in the second quarter of 2016 primarily due to $2.3 million of professional fees related, in-part, to the acquisition of the 2016 Acquired Stations, compared to $1.2 million of professional fees incurred in the second quarter of 2015 related, in-part, to the acquisition of the 2015 Acquired Stations.

  • Compensation expense increased $0.5 million primarily due to increases in incentive compensation and travel costs which were offset, in part, by reductions in relocation expenses. Non-cash share based compensation expenses were $1.0 million in the second quarter of 2016 compared to $0.8 million in the second quarter of 2015.

Cash Tax Payments

As previously disclosed, Gray anticipates fully utilizing its remaining federal net operating loss carryforwards ("NOLs") by December 31, 2016. During the three months ended June 30, 2016, the Company made aggregate federal and state estimated tax payments totaling $13.9 million compared to $1.0 million for the three months ended June 30, 2015. Based on our current forecasts, we anticipate that our aggregate federal and state tax payments for the entire year of 2016 will range between $16.0 million and $21.0 million.

Results of Operations for the Six-Month Period Ended June 30, 2016

Revenue (less agency commissions) on As-Reported Basis

The table below presents our revenue (less agency commissions), or revenue, by type for the six-month periods ended June 30, 2016 and 2015 (dollars in thousands):

 

Six Months Ended June 30,

 

2016

 

2015

     

Percent

     

Percent

 

Amount 

 

of Total

 

Amount 

 

of Total 

Revenue (less agency commissions):

             

Local (including internet/digital/mobile)

$    194,081

 

52.4%

 

$    157,956

 

57.1%

National

48,149

 

13.0%

 

36,716

 

13.3%

Political

19,304

 

5.2%

 

3,356

 

1.2%

Retransmission consent

97,818

 

26.4%

 

73,160

 

26.4%

Other

11,004

 

3.0%

 

5,579

 

2.0%

Total

$    370,356

 

100.0%

 

$    276,767

 

100.0%

Total revenue increased $93.6 million, or 34%, to $370.4 million for the six-months ended June 30, 2016 compared to the six-months ended June 30, 2015. Revenue from the 2016 Acquired Stations and 2015 Acquired Stations, collectively, accounted for approximately $77.5 million of our total revenue, or 83% of the increase from the six-months ended June 30, 2015. The 2015 Acquired Stations did not contribute any revenue during the six-months ended June 30, 2015 because all of the 2015 Acquired Stations were acquired after June 30, 2015.

In addition to the total revenue contributed by the 2016 Acquired Stations and the 2015 Acquired Stations, our total revenue increased in the six-months ended June 30, 2016, as compared to the six-months ended June 30, 2015, primarily due to increases in retransmission revenue, due primarily to increased retransmission consent rates; and increases in political advertising revenue, due to 2016 being the "on-year" of the two-year election cycle. Local and national advertising revenue also included approximately $2.1 million of revenue from the broadcast of the 2016 Super Bowl on our CBS channels, an increase of approximately $0.6 million compared to the $1.5 million of revenue from the broadcast of the 2015 Super Bowl on our NBC channels.

The principal types of revenue for the six-months ended June 30, 2016 compared to the six-months ended June 30, 2015 were as follows:

  • Local advertising revenue increased $36.1 million, or 23%, to $194.1 million;

  • National advertising revenue increased $11.4 million, or 31%, to $48.1 million;

  • Political advertising revenue increased $15.9 million, or 475%, to $19.3 million;

  • Retransmission consent revenue increased $24.7 million, or 34%, to $97.8 million; and

  • Other revenue increased $5.4 million, or 97%, to $11.0 million.

Within our local and national advertising revenue categories, and excluding the 2016 Acquired Stations and 2015 Acquired Stations, our five largest customer categories experienced the following approximate changes during the six-months ended June 30, 2016 compared to the six-months ended June 30, 2015:

  • Automotive increased 3%;

  • Medical was unchanged;

  • Restaurant decreased 1%;

  • Furniture and appliances increased 4%; and

  • Communications decreased 13%.

Revenue on Combined Historical Basis

On a Combined Historical Basis, total revenue increased $35.1 million, or 10%, to $387.1 million in the six-months ended June 30, 2016 as compared to the six-months ended June 30, 2015. The Combined Historical Basis components of revenue for the six-months ended June 30, 2016 compared to the six-months ended June 30, 2015 were approximately as follows:

  • Local advertising revenue increased $2.9 million, or 1%, to $203.2 million;

  • National advertising revenue decreased $1.6 million, or 3%, to $50.5 million;

  • Political advertising revenue increased $16.1 million, or 420%, to $20.0 million;

  • Retransmission consent revenue increased $17.0 million, or 20%, to $101.5 million; and

  • Other revenue increased $0.8 million, or 7%, to $11.9 million.

Within our local and national advertising revenue categories, and including revenue attributable to the 2016 Acquired Stations and 2015 Acquired Stations, our five largest customer categories experienced the following approximate changes in revenue during the six-months ended June 30, 2016 compared to the six-months ended June 30, 2015:

  • Automotive increased 3%;

  • Medical was unchanged;

  • Restaurant increased 2%;

  • Furniture and appliances increased 8%; and

  • Communications decreased 9%.

Broadcast Operating Expenses on As-Reported Basis

Broadcast operating expenses (before depreciation, amortization and loss (gain) on disposal of assets) increased $52.6 million, or 30%, to $225.9 million for the six-months ended June 30, 2016 compared to the six-months ended June 30, 2015. The 2016 Acquired Stations and 2015 Acquired Stations, collectively, accounted for approximately $46.3 million of our total broadcast operating expenses, or 88% of the increase from the six-months ended June 30, 2015. The 2015 Acquired Stations had no effect on our broadcast operating expenses for the six-months ended June 30, 2015 as the 2015 Acquired Stations were acquired after June 30, 2015.

  • Non-compensation expense increased $26.3 million for the six-months ended June 30, 2016. Non-compensation expenses associated with the 2016 Acquired Stations and 2015 Acquired Stations totaled $20.5 million in the six-months ended June 30, 2016. Other network program fees increased $5.7 million, reflecting increased fees payable to networks under our affiliation agreements. National sales commissions decreased $1.8 million in the six-months ended June 30, 2016, primarily as a result of the termination of substantially all of our national sales representation agreements at the beginning of 2016.

  • Compensation expense increased $26.3 million in the six-months ended June 30, 2016, primarily as a result of $25.8 million compensation expenses attributable to the 2016 Acquired Stations and 2015 Acquired Stations. Non-cash share based compensation expenses were $0.6 million in the six-months ended June 30, 2016 compared to $0.5 million in the six-months ended June 30, 2015.

Broadcast Operating Expenses on Combined Historical Basis

On a Combined Historical Basis, broadcast operating expenses (before depreciation, amortization and loss (gain) on disposal of assets) increased $15.3 million, or 7%, to $240.4 million in the six-months ended June 30, 2016 compared to the six-months ended June 30, 2015. The increase reflects, in part, the following:

  • Non-compensation expense increased primarily as a result of network program fees that increased $10.9 million consistent with the growth of the related retransmission consent revenue.

  • Non-compensation expense increases were offset, in-part, by decreases in national sales commissions of $2.2 million in the six-months ended June 30, 2016, resulting from our termination of substantially all of our national sales representation agreements in the first quarter of 2016.

  • Compensation expense increased $5.3 million in the six-months ended June 30, 2016. Non-cash share based compensation expenses were $0.6 million in the six-months ended June 30, 2016 compared to $0.5 million in the six-months ended June 30, 2015.

Corporate and Administrative Operating Expenses on As-Reported Basis

Corporate and administrative expenses (before depreciation, amortization and loss (gain) on disposal of assets) increased $10.9 million, or 82%, to $24.2 million in the six-months ended June 30, 2016 compared to the six-months ended June 30, 2015. The increase reflects, in part, the following:

  • Non-compensation expense increased $10.1 million in the six-months ended June 30, 2016 due to $11.6 million of professional fees, primarily related to the acquisition of the 2016 Acquired Stations compared to $2.3 million of professional fees incurred in the six-months ended June 30, 2015, primarily related to the acquisition of the 2015 Acquired Stations.

  • Compensation expense increased $0.8 million primarily due to increases in incentive compensation costs which were offset, in-part, by reductions in relocation expenses. Non-cash share based compensation expenses were $1.9 million in the six-months ended June 30, 2016 compared to $1.5 million in the six-months ended June 30, 2015.

Cash Tax Payments

As previously disclosed, Gray anticipates fully utilizing its remaining NOLs by December 31, 2016. During the six months ended June 30, 2016, the Company made aggregate federal and state estimated tax payments totaling $14.0 million compared to $1.2 million for the six months ended June 30, 2015. Based on our current forecasts, we anticipate that our aggregate federal and state tax payments for the entire year of 2016 will range between $16.0 million and $21.0 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,

 

2016

 

2015

 

2016

 

2015

               

Revenue (less agency commissions)

$  196,633

 

$  143,464

 

$  370,356

 

$ 276,767

Operating expenses before depreciation, amortization

             

and loss (gain) on disposal of assets, net:

             

Broadcast

117,335

 

86,445

 

225,903

 

173,292

Corporate and administrative

8,524

 

6,444

 

24,202

 

13,291

Depreciation

11,617

 

8,754

 

22,743

 

17,552

Amortization of intangible assets

4,242

 

2,731

 

8,130

 

5,502

Loss (gain) on disposals of assets, net

1,228

 

332

 

(420)

 

314

Operating expenses

142,946

 

104,706

 

280,558

 

209,951

Operating income

53,687

 

38,758

 

89,798

 

66,816

Other income (expense):

             

Miscellaneous income, net

141

 

67

 

710

 

74

Interest expense

(24,269)

 

(18,587)

 

(45,544)

 

(37,117)

Income before income tax expense

29,559

 

20,238

 

44,964

 

29,773

Income tax expense

11,897

 

8,128

 

18,312

 

12,068

Net income

$   17,662

 

$   12,110

 

$   26,652

 

$  17,705

               

Basic per share information:

             

Net income

$       0.25

 

$       0.17

 

$       0.37

 

$      0.27

Weighted-average shares outstanding

71,878

 

71,637

 

71,835

 

64,968

               

Diluted per share information:

             

Net income

$       0.24

 

$       0.17

 

$       0.37

 

$      0.27

Weighted-average shares outstanding

72,748

 

72,270

 

72,665

 

65,529

               

Political advertising revenue (less agency commissions)

$     9,649

 

$     2,197

 

$   19,304

 

$    3,356

Other Financial Data

 

June 30, 2016

 

December 31, 2015

 

(in thousands)

       

Cash

$                   176,345

 

$                    97,318

Long-term debt

$                1,705,361

 

$               1,220,084

Borrowing availability under our revolving credit facility

$                     60,000

 

$                    50,000

       
 

Six Months Ended June 30,

 

2016

 

2015

 

(in thousands)

       

Net cash provided by operating activities

$                     44,023

 

$                    32,470

Net cash used in investing activities

(448,437)

 

(8,438)

Net cash provided by financing activities

483,441

 

167,382

Net increase in cash

$                     79,027

 

$                  191,414

Guidance for the Three-Months Ending September 30, 2016 (the "third quarter of 2016") 

Based on our current forecasts for the third quarter of 2016, we anticipate the changes from the three-months ended September 30, 2015 (the "third quarter of 2015") as outlined below. Our estimates for the third quarter of 2016 include approximately $49.0 million of revenue and $29.8 million of broadcast operating expense estimated to be contributed by the 2016 Acquired Stations and 2015 Acquired Stations. The 2015 Acquired Stations accounted for $8.3 million of revenue and $4.6 million of broadcast operating expense, which were included in our as-reported third quarter of 2015 results of operations.

 

Three Months Ending September 30,

 

Low End

 

% Change From

 

High End

 

% Change From

   
 

Guidance for

 

As-Reported

 

Guidance for

 

As-Reported

 

As-Reported

 

the Third

 

Third

 

the Third

 

Third

 

Third

 

Quarter of

 

Quarter of

 

Quarter of

 

Quarter of

 

Quarter of

Selected operating data:

 

2016

 

2015

 

2016

 

2015

 

2015

 

(dollars in thousands)

OPERATING REVENUE:

                 

Revenue (less agency commissions)

$ 223,000

 

48 %

 

$ 231,000

 

53 %

 

$ 151,102

                   

OPERATING EXPENSES

                 

(before depreciation, amortization and

                 

loss on disposals of assets):

                 

Broadcast

$ 123,000

 

24 %

 

$ 125,000

 

26 %

 

$  98,921

Corporate and administrative

$     7,000

 

(30)%

 

$     8,000

 

(20)%

 

$  10,022

                   

OTHER SELECTED DATA:

                 

Political advertising revenue

                 

(less agency commissions)

$   40,000

 

771 %

 

$   46,000

 

901 %

 

$   4,594

Comments on Third Quarter of 2016 Guidance

Revenue on As-Reported Basis

Based on our current forecasts for the third quarter of 2016, we anticipate the following changes from the third quarter of 2015, as outlined below:

  • We believe our third quarter of 2016 local advertising revenue (including internet/digital/mobile) will increase within a range of approximately 23% to 25%.

  • We expect our third quarter of 2016 national advertising revenue will increase within a range of approximately 24% to 29%.

  • We believe our third quarter of 2016 political advertising revenue will be within a range of approximately $40.0 million to $46.0 million. Our political advertising revenue was approximately $4.6 million in the third quarter of 2015; approximately $22.0 million in the third quarter of 2014; and approximately $24.5 million in the third quarter of 2012.

  • We believe our third quarter of 2016 retransmission consent revenue will be within a range of approximately $50.0 million to $50.5 million.

  • The 2016 Olympic broadcasts are anticipated to generate at least $7.3 million of advertising revenue for the Company. This amount is included in our overall guidance for local advertising revenue (including internet/digital/mobile) and national advertising revenue.

Broadcast Operating Expenses (before depreciation, amortization and gain or loss on disposal of assets, net) on As-Reported Basis

For the third quarter of 2016, we anticipate our broadcast operating expenses will increase from the third quarter of 2015, reflecting the $25.2 million incremental impact of the 2016 Acquired Stations and the 2015 Acquired Stations as well as anticipated increases in payroll and related employee benefits. We anticipate that our broadcast operating expenses will also reflect an increase in network fees of approximately $6.9 million (to total approximately $24.9 million for the third quarter of 2016).

Corporate and Administrative Operating Expenses (before depreciation, amortization and gain on disposal of assets) on As-Reported Basis

For the third quarter of 2016, we anticipate our corporate and administrative operating expense will decrease to within a range of approximately $7.0 million to $8.0 million, primarily attributable to decreases in professional services fees related to acquisitions offset, in-part, by routine increases in compensation and professional service fees.

Third Quarter of 2016 on Combined Historical Basis

Based on our current forecasts for the third quarter of 2016, we anticipate the following changes from the Combined Historical Basis results for the third quarter of 2015 as outlined below. For the purposes hereof, our Combined Historical Basis for the third quarter of 2015 have been adjusted to give effect to both the 2016 Acquired Stations and 2015 Acquired Stations.

Revenue on Combined Historical Basis

  • We believe our third quarter of 2016 total revenue will be within a range of approximately $223.0 million to $231.0 million (or increase approximately +22% to +26%).

  • We believe our third quarter of 2016 local advertising revenue (including internet/digital/mobile) will be within a range of approximately $103.0 million to $105.0 million (or increase approximately +2% to +4%).

  • We believe our third quarter of 2016 national advertising revenue will be within a range of approximately $26.0 million to $27.0 million (or change approximately -5% to -1%).

  • We believe our third quarter of 2016 political advertising revenue will be within a range of approximately $40.0 million to $46.0 million. Our political advertising revenue was approximately $5.1 million in the third quarter of 2015; approximately $33.7 million in the third quarter of 2014; and approximately $42.3 million in the third quarter of 2012.

  • We believe our third quarter of 2016 retransmission consent revenue will be within a range of approximately $50.0 million to $50.5 million (or increase approximately +13% to +14%).

Broadcast Operating Expenses (before depreciation, amortization and gain or loss on disposal of assets) on Combined Historical Basis

Our total broadcast operating expenses for the third quarter of 2016 are anticipated to increase from the third quarter of 2015 on a Combined Historical Basis by a range of approximately $2.5 million to $4.5 million (to total within a range of approximately $123.0 million to $125.0 million). This increase reflects an expected increase of $5.1 million in network fees (expected to total approximately $24.9 million).

Cash Tax Payments

As previously disclosed, Gray anticipates fully utilizing its remaining NOLs by December 31, 2016. Based on our current forecasts, we anticipate that our aggregate federal and state tax payments for the third quarter of 2016 will range between $1.0 million and $3.5 million. During the six months ended June 30, 2016, the Company made aggregate federal and state estimated tax payments totaling $14.0 million. Based on our current forecasts, we anticipate that our aggregate federal and state tax payments for the entire year of 2016 will range between $16.0 million and $21.0 million.

Non-GAAP Terms

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

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

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

We define Operating Cash Flow as Combined Historical Basis net income plus loss from early extinguishment of debt, non-cash stock based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, any miscellaneous expense, interest expense, any income tax expense, non-cash 401(k) expense and pension expenses less any gain on disposal of assets, any miscellaneous income, any income tax benefits, payments for program broadcast obligations, network compensation revenue and cash contributions to pension plans.

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

Our Total Leverage Ratio, Net of All Cash is calculated as our Operating Cash Flow for the preceding eight quarters, divided by two, which is then divided by our long term debt, excluding net premiums and net deferred financing costs, but including any other debt, net of all cash.

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

Reconciliation on As-Reported Basis – Quarter

Reconciliation of net income to the non-GAAP terms, in thousands

 

Three Months Ended June 30,

 

2016

 

2015

 

2014

           

Net income

$   17,662

 

$   12,110

 

$   1,591

Depreciation

11,617

 

8,754

 

6,986

Amortization of intangible assets

4,242

 

2,731

 

1,179

Non-cash stock based compensation

1,272

 

1,009

 

980

Loss on disposals of assets, net

1,228

 

332

 

48

Miscellaneous income, net

(141)

 

(67)

 

(3)

Interest expense

24,269

 

18,587

 

15,825

Loss from early extinguishment of debt

-

 

-

 

4,897

Income tax expense

11,897

 

8,128

 

876

Amortization of program broadcast rights

4,813

 

3,553

 

3,005

Common stock contributed to 401(k) plan 

         

excluding corporate 401(k) contributions

7

 

7

 

6

Network compensation revenue recognized

-

 

-

 

(113)

Payments for program broadcast rights

(5,153)

 

(3,553)

 

(3,869)

Corporate and administrative expenses excluding

         

depreciation, amortization of intangible assets and 

         

non-cash stock-based compensation

7,554

 

5,653

 

9,122

Broadcast Cash Flow

79,267

 

57,244

 

40,530

Corporate and administrative expenses excluding 

         

depreciation, amortization of intangible assets and

         

non-cash stock based compensation

(7,554)

 

(5,653)

 

(9,122)

Broadcast Cash Flow Less Cash Corporate Expenses

71,713

 

51,591

 

31,408

Pension expense

40

 

1,789

 

1,519

Contributions to pension plans

(1,113)

 

(1,433)

 

(1,755)

Interest expense

(24,269)

 

(18,587)

 

(15,825)

Amortization of deferred financing costs

1,196

 

798

 

702

Amortization of net original issue premium

         

on 7 1/2% senior notes due 2020

(216)

 

(216)

 

(216)

Purchase of property and equipment

(7,544)

 

(5,547)

 

(6,654)

Income taxes paid, net of refunds

(13,879)

 

(1,007)

 

(298)

Free Cash Flow

$   25,928

 

$   27,388

 

$   8,881

Reconciliation on As-Reported Basis – Year to Date

Reconciliation of net income to the non-GAAP terms, in thousands

 

Six Months Ended June 30,

 

2016

 

2015

 

2014

           

Net income

$   26,652

 

$   17,705

 

$    2,868

Depreciation

22,743

 

17,552

 

13,370

Amortization of intangible assets

8,130

 

5,502

 

1,468

Non-cash stock based compensation

2,556

 

2,002

 

3,051

Loss (gain) on disposals of assets, net

(420)

 

314

 

379

Miscellaneous income, net

(710)

 

(74)

 

(3)

Interest expense

45,544

 

37,117

 

31,099

Loss from early extinguishment of debt

-

 

-

 

4,897

Income tax expense

18,312

 

12,068

 

1,735

Amortization of program broadcast rights

9,209

 

7,160

 

5,918

Common stock contributed to 401(k) plan 

         

excluding corporate 401(k) contributions

14

 

13

 

12

Network compensation revenue recognized

-

 

-

 

(221)

Payments for program broadcast rights

(9,130)

 

(7,141)

 

(7,692)

Corporate and administrative expenses excluding

         

depreciation, amortization of intangible assets and 

         

non-cash stock-based compensation

22,264

 

11,750

 

14,268

Broadcast Cash Flow

145,164

 

103,968

 

71,149

Corporate and administrative expenses excluding 

         

depreciation, amortization of intangible assets and

         

non-cash stock based compensation

(22,264)

 

(11,750)

 

(14,268)

Broadcast Cash Flow Less Cash Corporate Expenses

122,900

 

92,218

 

56,881

Pension expense

80

 

4,190

 

3,092

Contributions to pension plans

(1,633)

 

(1,433)

 

(2,717)

Interest expense

(45,544)

 

(37,117)

 

(31,099)

Amortization of deferred financing costs

2,267

 

1,597

 

1,394

Amortization of net original issue premium

         

on 7 1/2% senior notes due 2020

(432)

 

(432)

 

(432)

Purchase of property and equipment

(13,475)

 

(8,396)

 

(10,456)

Income taxes paid, net of refunds

(14,019)

 

(1,248)

 

(329)

Free Cash Flow

$   50,144

 

$   49,379

 

$   16,334

Reconciliation on Combined Historical Basis – Quarter

Reconciliation of net income to the non-GAAP terms, in thousands

 

Three Months Ended

 

June 30,

 

2016

 

2015

 

2014

   

Net income

$   18,108

 

$   17,065

 

$   18,003

Depreciation

11,652

 

11,186

 

11,052

Amortization of intangible assets

4,251

 

4,326

 

2,987

Non-cash stock-based compensation

1,272

 

1,009

 

980

Loss (gain) on disposals of assets, net

1,228

 

491

 

(19)

Miscellaneous income, net

(145)

 

(141)

 

(19)

Interest expense

24,314

 

23,476

 

21,437

Loss from early extinguishment of debt

-

 

-

 

4,897

Income tax expense

11,874

 

7,434

 

1,371

Amortization of program broadcast rights

4,813

 

3,553

 

3,077

Common stock contributed to 401(k) plan 

         

excluding corporate 401(k) contributions

8

 

7

 

6

Network compensation revenue recognized

-

 

-

 

(113)

Payments for program broadcast rights

(5,153)

 

(3,553)

 

(3,899)

Corporate and administrative expenses excluding

         

depreciation, amortization of intangible assets and 

         

non-cash stock-based compensation

7,556

 

5,653

 

9,122

Other

268

 

6,525

 

7,136

Broadcast Cash Flow

80,046

 

77,031

 

76,018

Corporate and administrative expenses excluding

         

depreciation, amortization of intangible assets and 

         

non-cash stock-based compensation

(7,556)

 

(5,653)

 

(9,122)

Broadcast Cash Flow Less Cash Corporate Expenses

72,490

 

71,378

 

66,896

Pension expense

40

 

1,789

 

1,519

Contributions to pension plans

(1,113)

 

(1,433)

 

(1,755)

Other

510

 

-

 

5,195

Operating Cash Flow as defined in Senior Credit Agreement

71,927

 

71,734

 

71,855

Interest expense

(24,314)

 

(23,476)

 

(21,437)

Amortization of deferred financing costs

1,196

 

798

 

702

Amortization of net original issue premium

         

on 7 1/2% senior notes due 2020

(216)

 

(216)

 

(216)

Purchase of property and equipment

(7,544)

 

(6,250)

 

(8,750)

Income taxes paid, net of refunds

(12,769)

 

(1,250)

 

(1,250)

Free Cash Flow

$   28,280

 

$   41,340

 

$   40,904

Reconciliation on Combined Historical Basis – Year to Date

Reconciliation of net income to the non-GAAP terms, in thousands

 

Six Months Ended

 

June 30,

 

2016

 

2015

 

2014

   

Net income

$   24,922

 

$   24,159

 

$   29,030

Depreciation

23,489

 

22,597

 

21,934

Amortization of intangible assets

8,972

 

8,822

 

4,910

Non-cash stock-based compensation

2,556

 

2,002

 

3,051

(Gain) loss on disposals of assets, net

(204)

 

526

 

(32)

Miscellaneous income, net

(741)

 

(173)

 

(27)

Interest expense

47,903

 

46,793

 

44,647

Loss from early extinguishment of debt

-

 

-

 

4,897

Income tax expense

18,127

 

10,856

 

1,477

Amortization of program broadcast rights

9,209

 

7,160

 

5,990

Common stock contributed to 401(k) plan 

         

excluding corporate 401(k) contributions

14

 

13

 

12

Network compensation revenue recognized

-

 

-

 

(221)

Payments for program broadcast rights

(9,130)

 

(7,141)

 

(7,722)

Corporate and administrative expenses excluding

         

depreciation, amortization of intangible assets and 

         

non-cash stock-based compensation

22,264

 

11,750

 

14,268

Other

2,759

 

13,003

 

11,657

Broadcast Cash Flow

150,140

 

140,367

 

133,871

Corporate and administrative expenses excluding

         

depreciation, amortization of intangible assets and 

         

non-cash stock-based compensation

(22,264)

 

(11,750)

 

(14,268)

Broadcast Cash Flow Less Cash Corporate Expenses

127,876

 

128,617

 

119,603

Pension expense

80

 

4,190

 

3,092

Contributions to pension plans

(1,633)

 

(1,433)

 

(2,717)

Other

7,245

 

-

 

5,195

Operating Cash Flow as defined in Senior Credit Agreement

133,568

 

131,374

 

125,173

Interest expense

(47,903)

 

(46,793)

 

(44,647)

Amortization of deferred financing costs

2,267

 

1,597

 

1,394

Amortization of net original issue premium

         

on 7 1/2% senior notes due 2020

(432)

 

(432)

 

(432)

Purchase of property and equipment

(13,475)

 

(12,500)

 

(17,500)

Income taxes paid, net of refunds

(14,019)

 

(2,500)

 

(2,500)

Free Cash Flow

$   60,006

 

$   70,746

 

$   61,488

Reconciliation of Total Leverage Ratio, Net of All Cash

Reconciliation of net income to the non-GAAP term, in thousands

Combined Historical Basis Operating Cash Flow

Eight Quarters Ended

as defined in the Senior Credit Agreement:

June 30, 2016

   

Net income

$            148,423

Depreciation

91,589

Amortization of intangible assets

38,151

Non-cash stock-based compensation

8,537

(Gain) loss on disposals of assets, net

1,461

Miscellaneous income, net

(1,002)

Interest expense

191,226

Loss from early extinguishment of debt

189

Income tax expense

69,125

Amortization of program broadcast rights

31,183

Common stock contributed to 401(k) plan 

 

excluding corporate 401(k) contributions

53

Network compensation revenue recognized

(235)

Payments for program broadcast rights

(31,137)

Corporate and administrative expenses excluding

 

depreciation, amortization of intangible assets and 

 

non-cash stock-based compensation

64,890

Other

33,906

Broadcast Cash Flow

646,359

Corporate and administrative expenses excluding

 

depreciation, amortization of intangible assets and 

 

non-cash stock-based compensation

(64,890)

Broadcast Cash Flow Less Cash Corporate Expenses

581,469

Pension expense

7,321

Contributions to pension plans

(11,107)

Other

14,714

Operating Cash Flow as defined in Senior Credit Agreement

$            592,397

Operating Cash Flow as defined in Senior Credit 

 

Agreement, divided by two

$            296,199

   
 

June 30, 2016

Adjusted Total Indebtedness:

 

Long term debt

$          1,705,361

Capital leases and other debt

644

Total deferred financing costs, net

29,745

Premium on subordinated debt, net

(3,668)

Cash

(176,345)

Adjusted Total Indebtedness, Net of All Cash

$          1,555,737

Total Leverage Ratio, Net of All Cash

5.25