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(Mark One) Quarterly Report Pursuant to Se UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 1-13796 Gray Television, Inc. (Exact name of registrant as specified in its charter) Georgia 58-0285030 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 4370 Peachtree Road, NE, Atlanta, Georgia 30319 (Address of principal executive offices) (Zip code) (404) 504-9828 (Registrant's telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report.) Securities registered pursuant to Section 12(b) of the Act: Title of each Class Trading Symbol(s) Name of each exchange on which registered Class A common stock (no par value) GTN.A New York Stock Exchange common stock (no par value) GTN New York Stock Exchange Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock (No Par Value) Class A Common Stock (No Par Value) 88,662,892 shares outstanding as of July 30, 2021 7,171,019 shares outstanding as of July 30, 2021 INDEX GRAY TELEVISION, INC. PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements Condensed consolidated balance sheets (Unaudited) - June 30, 2021 and December 31, 2020 3 Condensed consolidated statements of operations (Unaudited) - three-months and six-months ended June 30, 2021 and 2020 5 Condensed consolidated statements of stockholders' equity (Unaudited) - six-months ended June 30, 2021 and 2020 6 Condensed consolidated statements of cash flows (Unaudited) - six-months ended June 30, 2021 and 2020 7 Notes to condensed consolidated financial statements (Unaudited) 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 23 Item 3. Quantitative and Qualitative Disclosures About Market Risk 31 Item 4. Controls and Procedures 31 PART II. OTHER INFORMATION Item 1A. Risk Factors 31 Item 6. Exhibits 32 SIGNATURES 33 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements GRAY TELEVISION, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in millions) June 30, December 31, 2021 2020 Assets: Current assets: Cash $ 785 $ 773 Accounts receivable, less allowance for credit losses of $10 and $10, respectively 408 425 Current portion of program broadcast rights, net 7 24 Income tax refunds receivable 21 21 Prepaid income taxes 9 - Prepaid and other current assets 27 61 Total current assets 1,257 1,304 Property and equipment, net 809 737 Operating leases right of use asset 55 57 Broadcast licenses 3,584 3,579 Goodwill 1,466 1,460 Other intangible assets, net 349 395 Investments in broadcasting and technology companies 95 72 Other 55 39 Total assets $ 7,670 $ 7,643 See notes to condensed consolidated financial statements. 3 GRAY TELEVISION, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in millions, except for share data) June 30, December 31, 2021 2020 Liabilities and stockholders’ equity: Current liabilities: Accounts payable $ 33 $ 10 Employee compensation and benefits 66 53 Accrued interest 37 37 Accrued network programming fees 30 39 Other accrued expenses 20 29 Federal and state income taxes - 20 Current portion of program broadcast obligations 8 25 Deferred revenue 8 22 Dividends payable 13 13 Current portion of operating lease liabilities 8 7 Total current liabilities 223 255 Long-term debt, less deferred loan costs 3,979 3,974 Program broadcast obligations, less current portion 3 5 Deferred income taxes 905 885 Accrued pension costs 43 43 Operating lease liabilities, less current portion 50 51 Other 20 27 Total liabilities 5,223 5,240 Commitments and contingencies (Note 10) Series A Perpetual Preferred Stock, no par value; cumulative; redeemable; designated 1,500,000 shares, issued and outstanding 650,000 shares at each date and $650 aggregate liquidation value at each date 650 650 Stockholders’ equity: Common stock, no par value; authorized 200,000,000 shares, issued 103,898,352 shares and 103,100,856 shares, respectively, and outstanding 88,662,892 shares and 88,140,259 shares, respectively 1,122 1,110 Class A common stock, no par value; authorized 25,000,000 shares, issued 9,169,198 shares and 8,935,773 shares, respectively, and outstanding 7,171,019 shares and 7,048,006 shares, respectively 36 34 Retained earnings 899 862 Accumulated other comprehensive loss, net of income tax benefit (39) (39) 2,018 1,967 Treasury stock at cost, common stock, 15,235,460 shares and 14,960,597 shares, respectively (193) (188) Treasury stock at cost, Class A common stock, 1,998,179 shares and 1,887,767 shares, respectively (28) (26) Total stockholders’ equity 1,797 1,753 Total liabilities and stockholders’ equity $ 7,670 $ 7,643 See notes to condensed consolidated financial statements. 4 GRAY TELEVISION, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in millions, except for per share data) Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Revenue (less agency commissions): Broadcasting $ 537 $ 449 $ 1,067 $ 964 Production companies 10 2 24 21 Total revenue (less agency commissions) 547 451 1,091 985 Operating expenses before depreciation, amortization and gain on disposal of assets, net: Broadcasting 354 324 715 659 Production companies 9 5 26 24 Corporate and administrative 25 17 43 32 Depreciation 25 21 50 42 Amortization of intangible assets 27 26 53 52 Gain on disposal of assets, net (1) (7) (5) (13) Operating expenses 439 386 882 796 Operating income 108 65 209 189 Other expense: Miscellaneous expense, net (7) (2) (6) (3) Interest expense (47) (46) (95) (98) Income before income taxes 54 17 108 88 Income tax expense 15 6 30 24 Net income 39 11 78 64 Preferred stock dividends 13 13 26 26 Net income (loss) attributable to common stockholders $ 26 $ (2) $ 52 $ 38 Basic per share information: Net income (loss) attributable to common stockholders $ 0.27 $ (0.02) $ 0.55 $ 0.39 Weighted-average shares outstanding 95 97 94 98 Diluted per share information: Net income (loss) attributable to common stockholders $ 0.27 $ (0.02) $ 0.55 $ 0.39 Weighted-average shares outstanding 95 97 95 98 Dividends declared per common share $ 0.08 $ - $ 0.16 $ - See notes to condensed consolidated financial statements. 5 GRAY TELEVISION, INC. CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) (in millions, except for number of shares) Accumulated Class A Class A Common Other Common Stock Common Stock Retained Treasury Stock Treasury Stock Comprehensive Shares Amount Shares Amount Earnings Shares Amount Shares Amount Loss Total Balance at December 31, 2019 8,768,959 $ 31 101,746,860 $ 1,093 $ 504 (1,887,767) $ (26) (9,088,498) $ (107) $ (31) $ 1,464 Net income - - - - 53 - - - - - 53 Preferred stock dividends - - - - (13) - - - - - (13) Issuance of common stock: 401(k) Plan - - 430,899 4 - - - - - - 4 2007 Long Term Incentive Plan stock options exercised - - 274,746 - - - - (154,935) (2) - (2) 2017 Equity and Incentive Compensation Plan: Restricted stock awards 166,814 - 248,543 - - - - (118,550) (2) - (2) Forfeiture of restricted stock awards - - (85,630) - - - - - - - - Repurchase of common stock - - - - - - - (500,923) (6) - (6) Stock-based compensation - - - 4 - - - - - - 4 Balance at March 31, 2020 8,935,773 $ 31 102,615,418 $ 1,101 $ 544 (1,887,767) $ (26) (9,862,906) $ (117) $ (31) $ 1,502 Net income - - - - 11 - - - - - 11 Preferred stock dividends - - - - (13) - - - - - (13) Issuance of common stock: 2017 Equity and Incentive Compensation Plan: Restricted stock awards - - 78,722 - - - - (17,296) - - - Vesting of restricted stock units - - 374,500 - - - - (112,564) (2) - (2) Repurchase of common stock - - - - - - - (3,335,255) (43) - (43) Stock-based
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