Gray Television, Inc. (“Gray,” the “Company,” “we,” “us” or
“our”) (NYSE: GTN) today announced financial results for
the first quarter ended March 31, 2021. Along with the decreasing
impact of the novel coronavirus and its disease (collectively,
“COVID-19”) on economic activity, our prudent cost management,
strategic sales initiatives and training, and focused management at
every level resulted in strong operating results for the first
quarter. Key financial results were as follows:
- Revenue of $544 million, an increase
of $10 million, or 2%, from the first quarter of 2020. The primary
components of revenue were: combined local and national broadcast
advertising revenue of $260 million, political advertising revenue
of $9 million, and retransmission consent revenue of $247
million.
- Net income attributable to common
stockholders for the first quarter of 2021 was $26 million, or
$0.27 per diluted share.
- Broadcast Cash Flow was $168 million
for the first quarter of 2021, decreasing $13 million, or 7%, from
the first quarter of 2020. Our Adjusted EBITDA for the first
quarter of 2021 was $153 million, decreasing $16 million, or 9%,
from the first quarter of 2020.
- In the first quarter of 2021, our
combined local and national broadcast revenue, excluding political
advertising revenue (“Total Core Revenue”), increased by
approximately 4% compared to the first quarter of 2020 as
advertiser demand returned amid the end of political
displacement.
- As of March 31, 2021, our total
leverage ratio, as defined in our senior credit facility, was 3.88
times on a trailing eight-quarter basis after netting our total
cash on hand of $819 million and after giving effect to all
Transaction Related Expenses (as defined below). As of March 31,
2021, the amount available under our revolving credit facility was
$299 million. We are not subject to any maintenance covenants in
our credit facilities at this time.
- On January 31, 2021, we entered into
an agreement to acquire all outstanding shares of Quincy Media,
Inc. (“Quincy”) for $925 million in cash (the “Quincy
Transaction”). Upon our expected completion, and net of
divestitures required to meet regulatory requirements, we will own
television stations serving 102 television markets that
collectively reach over 25% of US television households, including
the number-one ranked television stations in 77 markets and the
first and/or second ranked television station in 93 markets,
according to Comscore’s average all-day ratings for calendar year
2020. On April 29, 2021, we announced that we had reached an
agreement with Allen Media Broadcasting, LLC to divest Quincy’s
television stations in the seven markets in which we currently
operate for $380 million in cash in order to facilitate regulatory
approvals for the Quincy Transaction. We expect to close the Quincy
Transaction and related divestitures concurrently following receipt
of regulatory and other approvals, in the third quarter of 2021. We
expect that these transactions will be immediately accretive to our
free cash flow.
Selected Operating Data (unaudited), dollars in
millions:
|
Three Months Ended March 31, |
|
|
|
|
|
% Change |
|
|
|
% Change |
|
|
|
|
|
2021 to |
|
|
|
2021 to |
|
|
2021 |
|
|
|
2020 |
|
|
2020 |
|
|
2019 |
|
|
2019 |
|
|
Revenue (less agency commissions): |
|
|
|
|
|
|
|
|
|
Broadcasting |
$ |
530 |
|
|
$ |
515 |
|
|
3 |
% |
|
$ |
481 |
|
|
10 |
% |
Production companies |
|
14 |
|
|
|
19 |
|
|
(26 |
)% |
|
|
37 |
|
|
(62 |
)% |
Total revenue |
$ |
544 |
|
|
$ |
534 |
|
|
2 |
% |
|
$ |
518 |
|
|
5 |
% |
|
|
|
|
|
|
|
|
|
|
Political advertising revenue |
$ |
9 |
|
|
$ |
36 |
|
|
(75 |
)% |
|
$ |
3 |
|
|
200 |
% |
|
|
|
|
|
|
|
|
|
|
Operating expenses (1): |
|
|
|
|
|
|
|
|
|
Broadcasting |
$ |
361 |
|
|
$ |
335 |
|
|
8 |
% |
|
$ |
356 |
|
|
1 |
% |
Production companies |
$ |
17 |
|
|
$ |
19 |
|
|
(11 |
)% |
|
$ |
35 |
|
|
(51 |
)% |
Corporate and administrative |
$ |
18 |
|
|
$ |
15 |
|
|
20 |
% |
|
$ |
48 |
|
|
(63 |
)% |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
39 |
|
|
$ |
53 |
|
|
(26 |
)% |
|
$ |
(18 |
) |
|
317 |
% |
|
|
|
|
|
|
|
|
|
|
Non-GAAP Cash Flow (2): |
|
|
|
|
|
|
|
|
|
Broadcast Cash Flow |
$ |
168 |
|
|
$ |
181 |
|
|
(7 |
)% |
|
$ |
123 |
|
|
37 |
% |
Broadcast Cash Flow Less |
|
|
|
|
|
|
|
|
|
Cash Corporate Expenses |
$ |
153 |
|
|
$ |
168 |
|
|
(9 |
)% |
|
$ |
78 |
|
|
96 |
% |
Free Cash Flow |
$ |
78 |
|
|
$ |
85 |
|
|
(8 |
)% |
|
$ |
17 |
|
|
359 |
% |
(1) Excludes depreciation,
amortization and gain 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.
Results of Operations for the First Quarter of 2021,
dollars in millions:
|
|
Three Months Ended March 31, |
|
|
2021 |
|
2020 |
|
Amount |
|
Percent |
|
|
|
|
Percent |
|
|
|
Percent |
|
Increase |
|
Increase |
|
|
Amount |
|
of Total |
|
Amount |
|
of Total |
|
(Decrease) |
|
(Decrease) |
Revenue (less agency commissions): |
|
|
|
|
|
|
|
|
|
|
|
|
Local (including internet/digital/mobile) |
|
$ |
203 |
|
|
37 |
% |
|
$ |
199 |
|
|
37 |
% |
|
$ |
4 |
|
|
2 |
% |
National |
|
|
57 |
|
|
10 |
% |
|
|
51 |
|
|
10 |
% |
|
|
6 |
|
|
12 |
% |
Political |
|
|
9 |
|
|
2 |
% |
|
|
36 |
|
|
7 |
% |
|
|
(27 |
) |
|
(75 |
)% |
Retransmission consent |
|
|
247 |
|
|
45 |
% |
|
|
213 |
|
|
40 |
% |
|
|
34 |
|
|
16 |
% |
Production companies |
|
|
14 |
|
|
3 |
% |
|
|
19 |
|
|
3 |
% |
|
|
(5 |
) |
|
(26 |
)% |
Other |
|
|
14 |
|
|
3 |
% |
|
|
16 |
|
|
3 |
% |
|
|
(2 |
) |
|
(13 |
)% |
Total |
|
$ |
544 |
|
|
100 |
% |
|
$ |
534 |
|
|
100 |
% |
|
$ |
10 |
|
|
2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total local and national revenue |
|
|
|
|
|
|
|
|
|
|
|
|
combined ("Total Core Revenue") |
|
$ |
260 |
|
|
47 |
% |
|
$ |
250 |
|
|
47 |
% |
|
$ |
10 |
|
|
4 |
% |
Operating expenses (before depreciation, amortization
and (gain) loss on disposal of assets): |
|
|
|
|
|
|
|
|
|
|
|
|
Broadcasting: |
|
|
|
|
|
|
|
|
|
|
|
|
Station expenses |
|
$ |
215 |
|
|
60 |
% |
|
$ |
211 |
|
|
63 |
% |
|
$ |
4 |
|
|
2 |
% |
Retransmission expense |
|
|
145 |
|
|
40 |
% |
|
|
122 |
|
|
36 |
% |
|
|
23 |
|
|
19 |
% |
Transaction Related Expenses |
|
|
- |
|
|
0 |
% |
|
|
- |
|
|
0 |
% |
|
|
- |
|
|
|
Non-cash stock-based compensation |
|
|
1 |
|
|
0 |
% |
|
|
2 |
|
|
1 |
% |
|
|
(1 |
) |
|
|
Total broadcasting expense |
|
$ |
361 |
|
|
100 |
% |
|
$ |
335 |
|
|
100 |
% |
|
$ |
26 |
|
|
8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Production companies expense |
|
$ |
17 |
|
|
|
|
$ |
19 |
|
|
|
|
$ |
(2 |
) |
|
(11 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and administrative: |
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expenses |
|
$ |
14 |
|
|
78 |
% |
|
$ |
13 |
|
|
87 |
% |
|
$ |
1 |
|
|
8 |
% |
Transaction Related Expenses |
|
|
1 |
|
|
5 |
% |
|
|
- |
|
|
0 |
% |
|
|
1 |
|
|
|
Non-cash stock-based compensation |
|
|
3 |
|
|
17 |
% |
|
|
2 |
|
|
13 |
% |
|
|
1 |
|
|
50 |
% |
Total corporate and administrative expense |
|
$ |
18 |
|
|
100 |
% |
|
$ |
15 |
|
|
100 |
% |
|
$ |
3 |
|
|
20 |
% |
Transaction Related Expenses:
From time to time, we have incurred incremental expenses
(“Transaction Related Expenses”) that were specific to
acquisitions, divestitures, and financing activities, including but
not limited to legal and professional fees, severance and incentive
compensation and contract termination fees. In addition, we have
recorded certain non-cash stock-based compensation expenses. These
expenses are summarized as follows, in millions:
|
Three Months Ended |
|
March 31, |
|
|
2021 |
|
|
|
2020 |
|
Transaction Related Expenses: |
|
|
|
Broadcasting |
$ |
- |
|
|
$ |
- |
|
Corporate and administrative |
|
1 |
|
|
|
- |
|
Total Transaction Related Expenses |
$ |
1 |
|
|
$ |
- |
|
|
|
|
|
Total non-cash stock-based compensation |
$ |
4 |
|
|
$ |
4 |
|
Taxes:
During the first quarter of 2021, we made no material federal or
state income tax payments. During the remainder of 2021, we
anticipate making income tax payments (net of refunds) of
approximately $28 million. As of March 31, 2021, we have
approximately $204 million of federal operating loss carryforwards,
which expire during the years 2023 through 2037. We expect to have
federal taxable income in the carryforward periods. Therefore, we
believe that these federal operating loss carryforwards will be
fully utilized. Additionally, we have an aggregate of approximately
$567 million of various state operating loss carryforwards, of
which we expect that approximately half will be utilized.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic
Security Act (the “CARES Act”) was enacted in response to the
COVID-19 pandemic. The CARES Act, among other things, contains
modifications on the limitation of business interest for tax years
beginning in 2019 and 2020, and permits net operating loss (“NOL”)
carryforwards and carrybacks to offset 100% of taxable income for
taxable years beginning before 2021. In addition, the CARES Act
allows NOLs incurred in 2018, 2019, and 2020 to be carried back to
each of the five preceding taxable years to generate a refund of
previously paid income taxes. During 2020, we carried back certain
net operating losses resulting in a refund of $21 million.
Detailed Table of Operating Results:
Gray Television, Inc. |
Selected Operating Data (Unaudited) |
(in millions except for net income per common share data) |
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
|
|
|
Revenue (less agency commissions): |
|
|
|
|
Broadcasting |
|
$ |
530 |
|
|
$ |
515 |
|
Production companies |
|
|
14 |
|
|
|
19 |
|
Total revenue (less agency commissions) |
|
|
544 |
|
|
|
534 |
|
Operating expenses before
depreciation, amortization and gain on disposal of assets,
net: |
|
|
|
|
Broadcasting |
|
|
361 |
|
|
|
335 |
|
Production companies |
|
|
17 |
|
|
|
19 |
|
Corporate and administrative |
|
|
18 |
|
|
|
15 |
|
Depreciation |
|
|
25 |
|
|
|
21 |
|
Amortization of intangible assets |
|
|
26 |
|
|
|
26 |
|
Gain on disposal of assets, net |
|
|
(4 |
) |
|
|
(6 |
) |
Operating expenses |
|
|
443 |
|
|
|
410 |
|
Operating income |
|
|
101 |
|
|
|
124 |
|
Other income (expense): |
|
|
|
|
Miscellaneous, net |
|
|
1 |
|
|
|
(1 |
) |
Interest expense |
|
|
(48 |
) |
|
|
(52 |
) |
Income before income taxes |
|
|
54 |
|
|
|
71 |
|
Income tax expense |
|
|
15 |
|
|
|
18 |
|
Net income |
|
|
39 |
|
|
|
53 |
|
Preferred stock dividends |
|
|
13 |
|
|
|
13 |
|
Net income attributable to common stockholders |
|
$ |
26 |
|
|
$ |
40 |
|
|
|
|
|
|
Basic per common share information: |
|
|
|
|
Net income |
|
$ |
0.28 |
|
|
$ |
0.41 |
|
Weighted-average common shares outstanding |
|
|
94 |
|
|
|
98 |
|
|
|
|
|
|
Diluted per common share information: |
|
|
|
|
Net income |
|
$ |
0.27 |
|
|
$ |
0.40 |
|
Weighted-average common shares outstanding |
|
|
95 |
|
|
|
99 |
|
Other Financial Data:
|
As of |
|
March 31, |
|
December 31, |
|
|
2021 |
|
|
|
2020 |
|
|
|
|
(in millions) |
|
|
|
|
Cash |
$ |
819 |
|
|
$ |
773 |
|
Long-term debt including current portion |
$ |
3,976 |
|
|
$ |
3,974 |
|
Series A perpetual preferred stock |
$ |
650 |
|
|
$ |
650 |
|
Borrowing availability under Senior Credit Facility |
$ |
299 |
|
|
$ |
200 |
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2021 |
|
|
|
2020 |
|
|
|
|
(in millions) |
|
|
|
|
Net cash provided by operating activities |
$ |
147 |
|
|
$ |
131 |
|
Net cash used in investing activities |
|
(73 |
) |
|
|
(24 |
) |
Net cash used in financing activities |
|
(28 |
) |
|
|
(23 |
) |
Net increase in cash |
$ |
46 |
|
|
$ |
84 |
|
Guidance for the Three-Months Ending June 30,
2021
Based on our current forecasts for the quarter ending June 30,
2021 (the “Second quarter of 2021”), we anticipate changes from the
quarter ended June 30, 2020 (the “Second quarter of 2020”), as
outlined below:
- Revenue:
- Local revenue will increase by 33% to 35% to approximately $215
to $218 million.
- National revenue will increase by 61% to 67% to approximately
$57 to $59 million.
- Total Core Revenue will increase by 38% to 40% to approximately
$272 to $277 million.
- Political revenue will decrease by 81% to 86% to approximately
$3 to $4 million.
- Retransmission revenue will increase by 11% to 12% to
approximately $245 to $247 million.
- Total broadcasting revenue will increase by 18% to 20% to
approximately $530 to $540 million.
- Production company revenue will increase to approximately $8 to
$9 million.
- Operating Expenses (before depreciation, amortization and
gain/loss on disposal of assets, net):
- Broadcasting expenses will increase by 11% to 13%, to
approximately $360 to $365 million. This increase primarily
reflects an increase in retransmission expense by approximately $21
million.
- Production company expenses will increase to approximately $9
to $10 million.
- Corporate expenses will be approximately $17 to $20 million due
primarily to increased professional fees related to pending
transactions.
The Company
Gray Television, headquartered in Atlanta, Georgia, is the
largest owner of top-rated local television stations and digital
assets in the United States. Upon the closing of its
acquisition of Quincy Media, Inc., Gray will own television
stations serving 102 television markets that collectively reach
25.4 percent of US television households, including the number-one
ranked television station in 77 markets and the first and/or second
highest ranked television station in 93 markets according to
Comscore’s average all-day ratings for calendar year
2020. Gray also owns video program production, marketing, and
digital businesses including Raycom Sports, Tupelo Honey, and RTM
Studios, the producer of PowerNation programs and content, and is
the majority owner of Swirl Films.
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 estimates, expectations, intentions, projections, and
beliefs of operating results for future periods, the impact of
COVID-19 on our future operating results, 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. As such, caution should be taken to not place undue
reliance on forward-looking statements. 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, 2020,
and may be contained in reports subsequently filed with the U.S.
Securities and Exchange Commission and available at
www.sec.gov.
Conference Call Information
We will host a conference call to discuss our first quarter
operating results on May 6, 2021. The call will begin at 11:00 a.m.
Eastern Time. The live dial-in number is 1-855-493-3489 and the
confirmation code is 6866269. 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: 6866269 until June 6, 2021.
Gray Contacts
Web site: www.gray.tv
Hilton H. Howell, Jr., Executive Chairman and
Chief Executive Officer, 404-266-5512
Pat LaPlatney, President and Co-Chief Executive
Officer, 334-206-1400
Jim Ryan, Executive Vice President and Chief
Financial Officer, 404-504-9828
Kevin P. Latek, Executive Vice President, Chief
Legal and Development Officer, 404-266-8333
Effects of Acquisitions and Divestitures on Our Results
of Operations and Non-GAAP Terms
From time to time, Gray supplements its financial results
prepared in accordance with GAAP by disclosing the non-GAAP
financial measures Broadcast Cash Flow, Broadcast Cash Flow Less
Cash Corporate Expenses, Operating Cash Flow as defined in the
Senior Credit Agreement, Free Cash Flow, Adjusted EBITDA and Total
Leverage Ratio, 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 or loss plus loss on
early extinguishment of debt, non-cash 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,
non-cash 401(k) expense, Broadcast Transactions Related Expenses
and broadcast other adjustments 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 or loss plus loss on 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,
Transaction Related Expenses and other adjustments less any gain on
disposal of assets, any miscellaneous income, any income tax
benefits and payments for program broadcast rights.
We define Operating Cash Flow as defined in our Senior Credit
Agreement as net income or loss plus loss on 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, Transaction Related Expenses, other
adjustments, certain pension expenses, synergies and other
adjustments less any gain on disposal of assets, any miscellaneous
income, any income tax benefits, payments for program broadcast
rights, pension 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 all completed
acquisitions and divestitures as if they had been acquired or
divested, respectively, on March 31, 2019. 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 on 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 of 1933.
We define Free Cash Flow as net income or loss plus loss on
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, any income tax expense, non-cash
401(k) expense, Transactions Related Expenses, broadcast other
adjustments, certain pension expenses, synergies, other adjustments
and amortization of deferred financing costs less any gain on
disposal of assets, any miscellaneous income, any income tax
benefits, payments for program broadcast rights, pension income,
contributions to pension plans, dividends, purchase of property and
equipment (net of reimbursements) and income taxes paid (net of any
refunds received).
We define Adjusted EBITDA as net income or loss, plus loss on
early extinguishment of debt, non-cash stock-based compensation,
depreciation and amortization of intangible assets, any loss on
disposal of assets, any miscellaneous expense, interest expense,
any income tax expense, non-cash 401(k) expense, Transaction
Related Expenses less any gain on disposal of assets, any
miscellaneous income and any income tax benefits.
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 (excluding restricted 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.
We define Transaction Related Expenses as incremental expenses
incurred specific to acquisitions and divestitures, including but
not limited to legal and professional fees, severance and incentive
compensation, and contract termination fees. We present certain
line-items from our selected operating data, net of Transaction
Related Expenses, in order to present a more meaningful comparison
between periods of our operating expenses and our results of
operations.
These non-GAAP terms are not defined in GAAP and our definitions
may differ from, and therefore may 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 of Non-GAAP Terms, in
millions:
|
Three Months Ended |
|
March 31, |
|
|
2021 |
|
|
|
2020 |
|
|
|
2019 |
|
|
|
|
|
|
|
Net income (loss) |
$ |
39 |
|
|
$ |
53 |
|
|
$ |
(18 |
) |
Adjustments to reconcile from net income (loss) to |
|
|
|
|
|
Free Cash Flow: |
|
|
|
|
|
Depreciation |
|
25 |
|
|
|
21 |
|
|
|
20 |
|
Amortization of intangible assets |
|
26 |
|
|
|
26 |
|
|
|
29 |
|
Non-cash stock-based compensation |
|
4 |
|
|
|
4 |
|
|
|
3 |
|
Non-cash 401(k) expense |
|
1 |
|
|
|
- |
|
|
|
- |
|
Gain on disposal of assets, net |
|
(4 |
) |
|
|
(6 |
) |
|
|
(10 |
) |
Miscellaneous expense (income), net |
|
(1 |
) |
|
|
1 |
|
|
|
(3 |
) |
Interest expense |
|
48 |
|
|
|
52 |
|
|
|
58 |
|
Income tax expense |
|
15 |
|
|
|
18 |
|
|
|
3 |
|
Amortization of program broadcast rights |
|
9 |
|
|
|
9 |
|
|
|
10 |
|
Payments for program broadcast rights |
|
(9 |
) |
|
|
(10 |
) |
|
|
(14 |
) |
Corporate and administrative expenses before |
|
|
|
|
|
depreciation, amortization of intangible assets and |
|
|
|
|
|
non-cash stock-based compensation |
|
15 |
|
|
|
13 |
|
|
|
45 |
|
Broadcast Cash Flow |
|
168 |
|
|
|
181 |
|
|
|
123 |
|
Corporate and administrative expenses before |
|
|
|
|
|
depreciation, amortization of intangible assets and |
|
|
|
|
|
non-cash stock-based compensation |
|
(15 |
) |
|
|
(13 |
) |
|
|
(45 |
) |
Broadcast Cash Flow Less Cash Corporate
Expenses |
|
153 |
|
|
|
168 |
|
|
|
78 |
|
Interest expense |
|
(48 |
) |
|
|
(52 |
) |
|
|
(58 |
) |
Amortization of deferred financing costs |
|
3 |
|
|
|
3 |
|
|
|
3 |
|
Preferred stock dividends |
|
(13 |
) |
|
|
(13 |
) |
|
|
- |
|
Common stock dividends |
|
(8 |
) |
|
|
- |
|
|
|
- |
|
Purchases of property and equipment |
|
(13 |
) |
|
|
(27 |
) |
|
|
(18 |
) |
Reimbursements of property and equipment purchases |
|
4 |
|
|
|
6 |
|
|
|
12 |
|
Free Cash Flow |
$ |
78 |
|
|
$ |
85 |
|
|
$ |
17 |
|
Reconciliation of Net Income to Adjusted EBITDA and the
Effect of Transaction Related Expenses and Certain Non-cash
Expenses, in millions except for per share
information:
|
Three Months Ended |
|
March 31, |
|
|
2021 |
|
|
|
2020 |
|
|
|
|
|
Net income |
$ |
39 |
|
|
$ |
53 |
|
Adjustments to reconcile from net income to |
|
|
|
Adjusted EBITDA: |
|
|
|
Depreciation |
|
25 |
|
|
|
21 |
|
Amortization of intangible assets |
|
26 |
|
|
|
26 |
|
Non-cash stock-based compensation |
|
4 |
|
|
|
4 |
|
Gain on disposal of assets, net |
|
(4 |
) |
|
|
(6 |
) |
Miscellaneous expense (income), net |
|
(1 |
) |
|
|
1 |
|
Interest expense |
|
48 |
|
|
|
52 |
|
Income tax expense |
|
15 |
|
|
|
18 |
|
Total |
|
152 |
|
|
|
169 |
|
Add: Transaction Related Expenses |
|
1 |
|
|
|
- |
|
Adjusted EBITDA |
$ |
153 |
|
|
$ |
169 |
|
|
|
|
|
Net income attributable to common stockholders |
$ |
26 |
|
|
$ |
40 |
|
Add: Transaction Related Expenses and non-cash |
|
|
|
stock-based compensation |
|
5 |
|
|
|
4 |
|
Less: Income tax expense related to Transaction Related |
|
|
|
Expenses and non-cash stock-based compensation |
|
(1 |
) |
|
|
(1 |
) |
Net income attributable to common stockholders - excluding |
|
|
|
Transaction Related Expenses and non-cash stock-based |
|
|
|
compensation |
$ |
30 |
|
|
$ |
43 |
|
|
|
|
|
Net income attributable to common stockholders per common |
|
|
|
share, diluted - excluding Transaction Related Expenses |
|
|
|
and non-cash stock-based compensation |
$ |
0.32 |
|
|
$ |
0.43 |
|
|
|
|
|
Diluted weighted-average common shares outstanding |
|
95 |
|
|
|
99 |
|
Reconciliation of Total Leverage Ratio, Net of All Cash,
dollars in millions:
|
|
Eight QuartersEnded |
|
|
March 31, 2021 |
|
|
|
Net income |
|
$ |
648 |
|
Adjustments to reconcile from net income to Operating |
|
|
Cash Flow as defined in our Senior Credit Agreement: |
|
|
Depreciation |
|
|
181 |
|
Amortization of intangible assets |
|
|
218 |
|
Non-cash stock-based compensation |
|
|
32 |
|
Gain on disposal of assets, net |
|
|
(77 |
) |
Interest expense |
|
|
408 |
|
Loss on early extinguishment of debt |
|
|
12 |
|
Income tax expense |
|
|
221 |
|
Amortization of program broadcast rights |
|
|
75 |
|
Common stock contributed to 401(k) plan |
|
|
12 |
|
Payments for program broadcast rights |
|
|
(81 |
) |
Pension benefit |
|
|
(2 |
) |
Contributions to pension plans |
|
|
(6 |
) |
Adjustments for stations acquired or divested, financings
and |
|
|
expected synergies during the eight quarter period |
|
|
2 |
|
Transaction Related Expenses |
|
|
15 |
|
Operating Cash Flow as defined in our Senior Credit
Agreement |
|
$ |
1,658 |
|
Operating Cash Flow as defined in our Senior Credit
Agreement, |
|
|
divided by two |
|
$ |
829 |
|
|
|
|
|
|
March 31, 2021 |
Adjusted Total Indebtedness: |
|
|
Total outstanding principal, including current portion |
|
$ |
4,035 |
|
Letters of credit outstanding |
|
|
1 |
|
Cash |
|
|
(819 |
) |
Adjusted Total Indebtedness, Net of All Cash |
|
$ |
3,217 |
|
Total Leverage Ratio, Net of All Cash |
|
|
3.88 |
|
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