Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 31, 2019 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0000043196 | |
Entity Shell Company | false | |
Entity Registrant Name | GRAY TELEVISION INC | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Entity File Number | 1-13796 | |
Entity Incorporation, State or Country Code | GA | |
Entity Tax Identification Number | 58-0285030 | |
Entity Address, Address Line One | 4370 Peachtree Road, NE | |
Entity Address, City or Town | Atlanta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30319 | |
City Area Code | 404 | |
Local Phone Number | 504-9828 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock | |
Trading Symbol | GTN.A | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 6,881,192 | |
Common Stock 1 [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | common stock | |
Trading Symbol | GTN | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 94,285,366 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Assets: | ||
Cash | $ 251,000 | $ 667,000 |
Accounts receivable trade, less allowance for doubtful accounts of $9 and $5, respectively | 390,000 | 184,000 |
Current portion of program broadcast rights, net | 9,000 | 15,000 |
Prepaid and other current assets | 33,000 | 7,000 |
Total current assets | 683,000 | 873,000 |
Property and equipment, net | 686,000 | 363,000 |
Operating leases right of use asset | 66,000 | 0 |
Broadcast licenses | 3,558,000 | 1,530,000 |
Goodwill | 1,452,000 | 612,000 |
Other intangible assets, net | 497,000 | 53,000 |
Investments in broadcasting and technology companies | 17,000 | 17,000 |
Restricted cash | 0 | 752,000 |
Other | 42,000 | 13,000 |
Total assets | 7,001,000 | 4,213,000 |
Liabilities and stockholders’ equity: | ||
Accounts payable | 12,000 | 8,000 |
Employee compensation and benefits | 50,000 | 35,000 |
Accrued interest | 39,000 | 34,000 |
Accrued network programming fees | 27,000 | 22,000 |
Other accrued expenses | 27,000 | 18,000 |
Federal and state income taxes | 27,000 | 14,000 |
Current portion of program broadcast obligations | 9,000 | 15,000 |
Deferred revenue | 9,000 | 4,000 |
Dividends payable | 13,000 | 0 |
Current portion of operating lease liabilities | 6,000 | 0 |
Current portion of long-term debt | 14,000 | 0 |
Total current liabilities | 233,000 | 150,000 |
Long-term debt, less current portion and deferred financing costs | 3,881,000 | 2,549,000 |
Program broadcast obligations, less current portion | 7,000 | 5,000 |
Deferred income taxes | 760,000 | 285,000 |
Accrued pension costs | 33,000 | 33,000 |
Operating lease liabilities | 61,000 | 0 |
Other | 13,000 | 4,000 |
Total liabilities | 4,988,000 | 3,026,000 |
Commitments and contingencies (Note 11) | ||
Series A Perpetual Preferred Stock, no par value; cumulative; redeemable; designated 1,500,000 shares, issued and outstanding 650,000 shares and 0 shares, ($650 and $0 aggregate liquidation value, respectively) | 650,000 | 0 |
Stockholders’ equity: | ||
Common stock | 1,086,000 | 907,000 |
Retained earnings | 377,000 | 372,000 |
Accumulated other comprehensive loss, net of income tax benefit | (26,000) | (21,000) |
Stockholders' equity before treasury stock | 1,464,000 | 1,285,000 |
Treasury stock at cost | (75,000) | (72,000) |
Total stockholders’ equity | 1,363,000 | 1,187,000 |
Total liabilities and stockholders’ equity | 7,001,000 | 4,213,000 |
Common Class A [Member] | ||
Stockholders’ equity: | ||
Common stock | 27,000 | 27,000 |
Treasury stock at cost | $ (26,000) | $ (26,000) |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ / shares in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Accounts receivable, allowance for doubtful accounts | $ 9,000,000 | $ 5,000,000 |
Series A Perpetual Preferred Stock, par value (in dollars per share) | $ 0 | $ 0 |
Series A Perpetual Preferred Stock, shares authorized (in shares) | 1,500,000 | 1,500,000 |
Series A Perpetual Preferred Stock, shares issued (in shares) | 650,000 | 0 |
Series A Perpetual Preferred Stock, shares outstanding (in shares) | 650,000 | 0 |
Series A Perpetual Preferred Stock, liquidation value | $ 650,000,000 | $ 0 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 101,714,180 | 89,298,943 |
Common stock, shares outstanding (in shares) | 94,285,366 | 82,022,500 |
Treasury stock (in shares) | 7,428,814 | 7,276,443 |
Common Class A [Member] | ||
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Common stock, shares issued (in shares) | 8,768,959 | 8,569,149 |
Common stock, shares outstanding (in shares) | 6,881,192 | 6,729,035 |
Treasury stock (in shares) | 1,887,767 | 1,840,114 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues (less agency commissions) | ||||
Revenue (less agency commissions) | $ 508,000 | $ 250,000 | $ 1,026,000 | $ 477,000 |
Operating expenses before depreciation, amortization and loss (gain) on disposal of assets, net: | ||||
Corporate and administrative | 21,000 | 11,000 | 69,000 | 19,000 |
Depreciation | 20,000 | 13,000 | 40,000 | 27,000 |
Amortization of intangible assets | 28,000 | 5,000 | 57,000 | 11,000 |
Gain on disposals of assets, net | (3,000) | (1,000) | (13,000) | (2,000) |
Operating expenses | 389,000 | 170,000 | 867,000 | 347,000 |
Operating income | 119,000 | 80,000 | 159,000 | 130,000 |
Other income (expense): | ||||
Miscellaneous income, net | 1,000 | 1,000 | 4,000 | 1,000 |
Interest expense | (58,000) | (25,000) | (116,000) | (49,000) |
Income before income taxes | 62,000 | 56,000 | 47,000 | 82,000 |
Income tax expense | 18,000 | 15,000 | 21,000 | 21,000 |
Net income | 44,000 | 41,000 | 26,000 | 61,000 |
Preferred stock dividends | 13,000 | 0 | 26,000 | 0 |
Net income attributable to common stockholders | $ 31,000 | $ 41,000 | $ 0 | $ 61,000 |
Basic per share information: | ||||
Net income attributable to common stockholders (in dollars per share) | $ 0.31 | $ 0.46 | $ 0 | $ 0.69 |
Weighted-average shares outstanding (in shares) | 100 | 88 | 100 | 88 |
Diluted per share information: | ||||
Net income attributable to common stockholders (in dollars per share) | $ 0.31 | $ 0.46 | $ 0 | $ 0.68 |
Weighted-average shares outstanding (in shares) | 101 | 88 | 100 | 89 |
Dividends declared per common share (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Broadcasting, Segment [Member] | ||||
Revenues (less agency commissions) | ||||
Revenue (less agency commissions) | $ 499,000 | $ 250,000 | $ 980,000 | $ 477,000 |
Operating expenses before depreciation, amortization and loss (gain) on disposal of assets, net: | ||||
Cost of goods and services sold | 314,000 | 142,000 | 670,000 | 292,000 |
Operating expenses | 747,000 | 327,000 | ||
Operating income | 233,000 | 150,000 | ||
Other income (expense): | ||||
Interest expense | 0 | 0 | ||
Production Companies, Segment [Member] | ||||
Revenues (less agency commissions) | ||||
Revenue (less agency commissions) | 9,000 | 0 | 46,000 | 0 |
Operating expenses before depreciation, amortization and loss (gain) on disposal of assets, net: | ||||
Cost of goods and services sold | $ 9,000 | $ 0 | 44,000 | 0 |
Operating expenses | 50,000 | 0 | ||
Operating income | (4,000) | 0 | ||
Other income (expense): | ||||
Interest expense | $ 0 | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member]Common Class A [Member] | Common Stock [Member] | Retained Earnings [Member] | Treasury Stock [Member]Common Class A [Member] | Treasury Stock [Member] | AOCI Attributable to Parent [Member] | Total |
Balance (in shares) at Dec. 31, 2017 | 8,349,069 | 88,788,664 | (1,750,692) | (5,535,076) | |||
Balance at Dec. 31, 2017 | $ 25,000 | $ 902,000 | $ 162,000 | $ (24,000) | $ (50,000) | $ (22,000) | $ 993,000 |
Net income | $ 0 | $ 0 | 20,000 | $ 0 | $ 0 | 0 | 20,000 |
Restricted stock awards (in shares) | 220,080 | 318,196 | (89,422) | (107,456) | |||
Restricted stock awards | $ 0 | $ 0 | 0 | $ (1,000) | $ (2,000) | 0 | (3,000) |
Restricted stock unit awards | 0 | $ 0 | 0 | 0 | $ (1,000) | 0 | (1,000) |
Restricted stock unit awards (in shares) | 209,500 | (82,201) | |||||
Repurchase of common stock | 0 | $ 0 | 0 | 0 | $ (20,000) | 0 | (20,000) |
Repurchase of common stock (in shares) | (1,551,710) | ||||||
Stock-based compensation | $ 0 | $ 2,000 | 0 | $ 0 | $ 0 | 0 | 2,000 |
Balance (in shares) at Mar. 31, 2018 | 8,569,149 | 89,316,360 | (1,840,114) | (7,276,443) | |||
Balance at Mar. 31, 2018 | $ 25,000 | $ 904,000 | 182,000 | $ (25,000) | $ (73,000) | (22,000) | 991,000 |
Balance (in shares) at Dec. 31, 2017 | 8,349,069 | 88,788,664 | (1,750,692) | (5,535,076) | |||
Balance at Dec. 31, 2017 | $ 25,000 | $ 902,000 | 162,000 | $ (24,000) | $ (50,000) | (22,000) | 993,000 |
Net income | 61,000 | ||||||
Balance (in shares) at Jun. 30, 2018 | 8,569,149 | 89,298,943 | (1,840,114) | (7,276,443) | |||
Balance at Jun. 30, 2018 | $ 26,000 | $ 904,000 | 223,000 | $ (25,000) | $ (73,000) | (22,000) | 1,033,000 |
Balance (in shares) at Mar. 31, 2018 | 8,569,149 | 89,316,360 | (1,840,114) | (7,276,443) | |||
Balance at Mar. 31, 2018 | $ 25,000 | $ 904,000 | 182,000 | $ (25,000) | $ (73,000) | (22,000) | 991,000 |
Net income | 0 | 0 | 41,000 | 0 | 0 | 0 | 41,000 |
Restricted stock awards | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Stock-based compensation | $ 1,000 | $ 1,000 | 0 | $ 0 | $ 0 | 0 | 2,000 |
Forfeiture of restricted stock awards (in shares) | 0 | (91,057) | 0 | 0 | |||
Forfeiture of restricted stock awards | $ 0 | $ (1,000) | 0 | $ 0 | $ 0 | 0 | (1,000) |
Balance (in shares) at Jun. 30, 2018 | 8,569,149 | 89,298,943 | (1,840,114) | (7,276,443) | |||
Balance at Jun. 30, 2018 | $ 26,000 | $ 904,000 | 223,000 | $ (25,000) | $ (73,000) | (22,000) | 1,033,000 |
Balance (in shares) at Dec. 31, 2018 | 8,569,149 | 89,298,943 | (1,840,114) | (7,276,443) | |||
Balance at Dec. 31, 2018 | $ 27,000 | $ 907,000 | 372,000 | $ (26,000) | $ (72,000) | (21,000) | 1,187,000 |
Net income | $ 0 | $ 0 | (18,000) | $ 0 | $ 0 | 0 | (18,000) |
Restricted stock awards (in shares) | 199,810 | 677,602 | (47,653) | (123,167) | |||
Restricted stock awards | $ 0 | $ 0 | 0 | $ 0 | $ (3,000) | 0 | (3,000) |
Stock-based compensation | 0 | 2,000 | 0 | 0 | 0 | 0 | 2,000 |
Preferred stock dividends | $ 0 | $ 0 | (13,000) | $ 0 | $ 0 | 0 | (13,000) |
Acquisitions of television businesses and licenses (in shares) | 0 | 11,499,945 | 0 | 0 | |||
Acquisitions of television businesses and licenses | $ 0 | $ 170,000 | 0 | $ 0 | $ 0 | 0 | 170,000 |
401(k) Plan (in shares) | 0 | 196,509 | 0 | 0 | |||
401(k) Plan | $ 0 | $ 4,000 | 0 | $ 0 | $ 0 | 0 | 4,000 |
Adoption of ASU 2018-02 | $ 0 | $ 0 | 2,000 | $ 0 | $ 0 | (2,000) | 0 |
Balance (in shares) at Mar. 31, 2019 | 8,768,959 | 101,672,999 | (1,887,767) | (7,399,610) | |||
Balance at Mar. 31, 2019 | $ 27,000 | $ 1,083,000 | 343,000 | $ (26,000) | $ (75,000) | (23,000) | 1,329,000 |
Balance (in shares) at Dec. 31, 2018 | 8,569,149 | 89,298,943 | (1,840,114) | (7,276,443) | |||
Balance at Dec. 31, 2018 | $ 27,000 | $ 907,000 | 372,000 | $ (26,000) | $ (72,000) | (21,000) | 1,187,000 |
Net income | 26,000 | ||||||
401(k) Plan (in shares) | 196,509 | ||||||
401(k) Plan | $ 4,000 | ||||||
Balance (in shares) at Jun. 30, 2019 | 8,768,959 | 101,714,180 | (1,887,767) | (7,428,814) | |||
Balance at Jun. 30, 2019 | $ 27,000 | $ 1,086,000 | 377,000 | $ (26,000) | $ (75,000) | (26,000) | 1,363,000 |
Balance (in shares) at Mar. 31, 2019 | 8,768,959 | 101,672,999 | (1,887,767) | (7,399,610) | |||
Balance at Mar. 31, 2019 | $ 27,000 | $ 1,083,000 | 343,000 | $ (26,000) | $ (75,000) | (23,000) | 1,329,000 |
Net income | $ 0 | $ 0 | 44,000 | $ 0 | $ 0 | 0 | 44,000 |
Restricted stock awards (in shares) | 0 | 41,181 | 0 | (29,204) | |||
Restricted stock awards | $ 0 | $ 0 | 0 | $ 0 | $ 0 | 0 | 0 |
Stock-based compensation | 0 | 3,000 | 0 | 0 | 0 | 0 | 3,000 |
Preferred stock dividends | 0 | 0 | (13,000) | 0 | 0 | 0 | (13,000) |
Adoption of ASU 2018-02 | $ 0 | $ 0 | 3,000 | $ 0 | $ 0 | (3,000) | 0 |
Balance (in shares) at Jun. 30, 2019 | 8,768,959 | 101,714,180 | (1,887,767) | (7,428,814) | |||
Balance at Jun. 30, 2019 | $ 27,000 | $ 1,086,000 | $ 377,000 | $ (26,000) | $ (75,000) | $ (26,000) | $ 1,363,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Operating activities | |||||||
Net income | $ 44,000 | $ (18,000) | $ 41,000 | $ 20,000 | $ 26,000 | $ 61,000 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation | 20,000 | 13,000 | 40,000 | 27,000 | |||
Amortization of intangible assets | 28,000 | 5,000 | 57,000 | 11,000 | |||
Amortization of deferred loan costs | 6,000 | 2,000 | |||||
Amortization of restricted stock and stock option awards | 5,000 | 3,000 | |||||
Amortization of program broadcast rights | 20,000 | 11,000 | |||||
Payments on program broadcast obligations | (24,000) | (11,000) | |||||
Common stock contributed to 401(k) | 4,000 | 0 | |||||
Deferred income taxes | 12,000 | 11,000 | |||||
Gain on disposals of assets, net | (3,000) | (1,000) | (13,000) | (2,000) | |||
Other | (7,000) | (1,000) | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 41,000 | (5,000) | |||||
Prepaid income taxes | 0 | (12,000) | |||||
Other current assets | (15,000) | 1,000 | |||||
Accounts payable | 0 | (2,000) | |||||
Employee compensation, benefits and pension cost | (14,000) | (4,000) | |||||
Accrued network fees and other expenses | (42,000) | (3,000) | |||||
Accrued interest | 4,000 | 0 | |||||
Income taxes payable | 1,000 | 10,000 | |||||
Deferred revenue | 4,000 | 1,000 | |||||
Net cash provided by operating activities | 105,000 | 98,000 | |||||
Investing activities | |||||||
Acquisitions of television businesses and licenses, net of cash acquired | (2,789,000) | 0 | |||||
Proceeds from sale of television station | 231,000 | 0 | |||||
Purchases of property and equipment | (44,000) | (20,000) | |||||
Proceeds from asset sales | 3,000 | 0 | |||||
Proceeds from FCC Repack (Note 1) | 5,000 | 1,000 | 17,000 | 2,000 | |||
Acquisition prepayments | (14,000) | (4,000) | |||||
Other | (3,000) | 0 | |||||
Net cash used in investing activities | (2,599,000) | (22,000) | |||||
Financing activities | |||||||
Proceeds from borrowings on long-term debt | 1,400,000 | 0 | |||||
Repayments of borrowings on long-term debt | (7,000) | (3,000) | |||||
Payments for the repurchase of common stock | 0 | (20,000) | |||||
Payment of preferred stock dividends | (13,000) | 0 | |||||
Deferred and other loan costs | (50,000) | 0 | |||||
Payments for taxes related to net share settlement of equity awards | (4,000) | (4,000) | |||||
Net cash provided by (used in) financing activities | 1,326,000 | (27,000) | |||||
Net (decrease) increase in cash | (1,168,000) | 49,000 | |||||
Cash and restricted cash at beginning of period | $ 1,419,000 | $ 462,000 | 1,419,000 | 462,000 | $ 462,000 | ||
Cash at end of period | $ 251,000 | $ 511,000 | $ 251,000 | $ 511,000 | $ 1,419,000 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | 1. Basis of Presentation The accompanying condensed consolidated balance sheet of Gray Television, Inc. (and its consolidated subsidiaries, except as the context otherwise provides,“Gray,” the “Company,” “we,” “us,” and “our”) as of December 31, 2018, December 31, 2018, June 30, 2019 June 30, 2019 2018, 10 10 X. not two 10 December 31, 2018 ( “2018 10 six June 30, 2019, not may December 31, 2019. Overview We are a television broadcast company headquartered in Atlanta, Georgia. On January 2, 2019, January 2, 2019, 93 400 150 first second 87 93 December 2017 November 2018. 24% Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Our actual results could differ materially from these estimated amounts. Our most significant estimates are of our allowance for doubtful accounts in receivables, valuation of goodwill and intangible assets, amortization of program rights and intangible assets, pension costs, income taxes, employee medical insurance claims, useful lives of property and equipment and contingencies. Earnings Per Share We compute basic earnings per share by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the relevant period. The weighted-average number of common shares outstanding does not include restricted shares. These shares, although classified as issued and outstanding, are considered contingently returnable until the restrictions lapse and, in accordance with U.S. GAAP, are not included in the basic earnings per share calculation until the shares vest. Diluted earnings per share is computed by including all potentially dilutive common shares, including restricted shares and shares underlying stock options, in the diluted weighted-average shares outstanding calculation, unless their inclusion would be antidilutive. The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding for the three and six -month periods ended June 30, 2019 and 2018, respectively (in millions): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Weighted-average shares outstanding-basic 100 88 100 88 Common stock equivalents for stock options and restricted shares 1 - - 1 Weighted-average shares outstanding-diluted 101 88 100 89 Accumulated Other Comprehensive Loss Our accumulated other comprehensive loss balances as of June 30, 2019 and December 31, 2018, consist of adjustments to our pension liability and the related income tax effect. Our comprehensive (loss) income for the six -months ended June 30, 2019 consisted of net (loss) income and an adjustment to the tax effect of our pension liability as a result of our adoption of Accounting Standards Update (“ASU”) 2018 - 02, Income Statement - Reporting Comprehensive Income (Topic 220 ) – Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . As of June 30, 2019, and December 31, 2018 the balances were as follows (in millions): June 30, December 31, 2019 2018 Accumulated balances of items included in accumulated other comprehensive loss: Increase in pension liability $ (35 ) $ (35 ) Income tax benefit (9 ) (14 ) Accumulated other comprehensive loss $ (26 ) $ (21 ) Property and Equipment Property and equipment are carried at cost. Depreciation is computed principally by the straight-line method. The following table lists the components of property and equipment by major category (dollars in millions): Estimated June 30, December 31, Useful Lives 2019 2018 (in years) Property and equipment: Land $ 115 $ 52 Buildings and improvements 272 166 7 to 40 Equipment 734 548 3 to 20 1,121 766 Accumulated depreciation (435 ) (403 ) Total property and equipment, net $ 686 $ 363 Maintenance, repairs and minor replacements are charged to operations as incurred; major replacements and betterments are capitalized. The cost of any assets divested, sold or retired and the related accumulated depreciation are removed from the accounts at the time of disposition, and any resulting profit or loss is reflected in income or expense for the period. In April 2017, the Federal Communications Commission (the “FCC”) began a process of reallocating the broadcast spectrum (the “Repack”). Specifically, the FCC is requiring certain television stations to change channels and/or modify their transmission facilities. The U.S. Congress passed legislation which provides the FCC with a $1.7 billion fund to reimburse all reasonable costs incurred by stations operating under a full power license and a portion of the costs incurred by stations operating under a low power license that are reassigned to new channels. Subsequent legislation in March 2018 appropriated an additional $1.0 billion for the Repack fund, of which up to $750.0 million may be made available to reimburse the Repack costs of full power, Class A television stations and multichannel video programming distributors. Other funds are earmarked to assist low power television stations and for other transition costs. The sufficiency of the FCC’s fund to reimburse for Repack costs is dependent upon a number of factors including the amounts to be reimbursed to other industry participants for Repack costs. Therefore, we cannot predict whether the fund will be sufficient to reimburse our Repack costs to the extent authorized under the legislation. Forty- seven of our current full power stations and thirty-seven of our current low power stations are affected by the Repack. The Repack process began in the summer of 2017 and will take approximately three years to complete. The majority of our costs associated with the Repack qualify for capitalization, rather than expense. Upon receipt of funds reimbursing us for our Repack costs, we record those proceeds as a component of our (gain) loss on disposal of assets, net. The following tables provide additional information related to gain on disposal of assets, net included in our condensed consolidated statements of operations and purchases of property and equipment included in our condensed consolidated statements of cash flows (in millions): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Gain (loss) on disposal of assets, net: Proceeds from sale of assets $ 1 $ - $ 3 $ - Proceeds from FCC - Repack 5 1 17 2 Net book value of assets disposed (2 ) - (4 ) - Other (1 ) - (3 ) - Total $ 3 $ 1 $ 13 $ 2 Purchase of property and equipment: Recurring purchases - operations $ 14 $ 10 Repack 30 10 Total $ 44 $ 20 Allowance for Doubtful Accounts Our allowance for doubtful accounts is equal to a portion of our receivable balances that are 120 days old or older. We may provide allowances for certain receivable balances that are less than 120 days old when warranted by specific facts and circumstances. We generally write-off accounts receivable balances when the customer files for bankruptcy or when all commonly used methods of collection have been exhausted. Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017 - 04, Intangibles – Goodwill and Other (Topic 350 ) – Simplifying the Test for Goodwill Impairment . ASU 2017 - 04 amends the guidance of U.S. GAAP with the intent of simplifying how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. After adoption of the standard, the annual, or interim, goodwill impairment test will be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized will not exceed the total amount of goodwill allocated to that reporting unit. The standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The standard allows for early adoption, but we have not yet made a determination as to whether to early-adopt this standard. We do not expect that the adoption of this standard will have a material impact on our financial statements. In August 2018, the FASB issued ASU 2018 - 14, Compensation Retirement Benefits Defined Benefit Plans General (Subtopic 715 - 20 ) - Disclosure Framework Changes to the Disclosure Requirements for Defined Benefit Plans ASU 2018 - 14 adds, removes, and modifies disclosure requirements related to defined benefit pension and other postretirement plans. The update amends only annual disclosure requirements. Retrospective adoption of the update is required in fiscal 2022. The standard allows for early adoption, but we have not yet made a determination as to whether to early-adopt this standard. The adoption of this guidance requires a change in disclosures only and is not expected to have a material impact on our financial statements. Adoption of Accounting S tandards and Reclassifications In February 2016, the FASB issued ASU 2016 - 02 – Leases (Topic 842 ). ASU 2016 - 02 superseded Topic 840, Leases, and thus superseded nearly all existing lease guidance by requiring the reclassification of lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. In July 2018, the FASB issued ASU 2018 - 11, Leases (Topic 842 ) – Targeted Improvements , which provided the option of applying the requirements of the new lease standard in the period of adoption using the modified retrospective approach with no restatement of comparative periods. We adopted the standard effective January 1, 2019, using the modified retrospective approach provided in ASU 2018 - 11. The transition guidance allowed for the election of a number of practical expedients. We elected the package of practical expedients and the short term lease practical expedient. The package of practical expedients allowed us to carryforward our classification of existing leases. With the election of the short-term practical expedient, we are not required to recognize on our consolidated balance sheet, the present value of leases with an initial term of twelve months or less. We also implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The standard had a material impact in our consolidated balance sheets, but did not have an impact in our consolidated income statements. Upon the adoption of this standard, we recorded a right of use (“ROU”) asset and a lease obligation liability of approximately million. In addition, upon the completion of the Raycom Merger on January 2, 2019, we implemented these standards to the leases acquired in the Raycom Merger and recorded a ROU asset and a lease obligation liability of approximately million for each. Please refer to Note 3 “Acquisitions and Divestitures” and Note 10 “Leases” for further information. In February 2018, the FASB issued ASU 2018 - 02, Income Statement - Reporting Comprehensive Income (Topic 220 ) – Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . ASU 2018 - 02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (“TCJA”). Consequently, the amendments eliminate the stranded tax effects resulting from the TCJA and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the TCJA, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. We have adopted this standard effective on January 1, 2019 and have recorded an adjustment of million to increase our retained earnings and accumulated other comprehensive loss. In January 2017, the FASB issued ASU 2017 - 01, Business Combinations (Topic ) – Clarifying the Definition of a Business . ASU 2017 - 01 adds guidance to assist entities in the determination of whether an acquisition (or disposal) represents assets or a business. The update provides a test to determine whether or not an acquisition is a business. If substantially all of the fair value of the assets acquired is concentrated in a single asset or a group of similar identifiable assets, the acquired assets do not represent a business. If this test is not met, the update provides further guidance to evaluate if the acquisition represents a business. The Company adopted the guidance on January 1, 2019. The adoption did not have an impact on our financial statements. Certain amounts in the condensed consolidated statement of cash flows have also been reclassified to conform to the current presentation. |
Note 2 - Revenue
Note 2 - Revenue | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | 2. Revenue Revenue Recognition We recognize revenue when we have completed a specified service and effectively transferred the control of that service to a customer in return for an amount of consideration we expect to be entitled to receive. The amount of revenue recognized is determined by the amount of consideration specified in a contract with our customers. We have elected to exclude taxes assessed by a governmental authority on transactions with our customers from our revenue. Any unremitted balance is included in current liabilities on our balance sheet. We record a deposit liability for cash deposits received from our customers that are to be applied as payment once the performance obligation arises and is satisfied in the manner stated above. These deposits are recorded as deposit liabilities on our balance sheet. When we invoice our customers for completed performance obligations, we are unconditionally entitled to receive payment of the invoiced amounts. Therefore, we record invoiced amounts in accounts receivable on our balance sheet. We generally require amounts payable under advertising contracts with our political advertising customers to be paid for in advance. We record the receipt of this cash as a deposit liability. Once the advertisement has been broadcast, the revenue is earned, and we record the revenue and reduce the balance in this deposit liability account. We recorded $3 million of revenue in the six June 30, 2019 December 31, 2018. June 30, 2019 December 31, 2018, Disaggregation of Revenue Revenue from our production companies segment is generated through our direct sales channel. Revenue from our broadcast and other segment is generated through both our direct and advertising agency intermediary sales channels. The following table presents our revenue from contracts with customers disaggregated by type of service and sales channel (in millions): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Market and service type: Advertising: Local (including internet/digital/mobile) $ 226 $ 113 $ 437 $ 219 National 56 30 106 54 Political 5 18 8 24 Total advertising 287 161 551 297 Retransmission consent 201 85 405 171 Production companies 9 - 46 - Other 11 4 24 9 Total revenue $ 508 $ 250 $ 1,026 $ 477 Sales channel: Direct $ 307 $ 135 $ 640 $ 269 Advertising agency intermediary 201 115 386 208 Total revenue $ 508 $ 250 $ 1,026 $ 477 |
Note 3 - Acquisitions and Dives
Note 3 - Acquisitions and Divestitures | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 3. Acquisitions and Divestitures During the six June 30, 2019, third Raycom Merger On January 2, 2019, nine nine We believe the completion of the Raycom Merger is a significant step in our pursuit of strategic growth through accretive acquisition opportunities. The Raycom Merger completed our transformation from a small, regional broadcaster to a leading media company with nationwide scale based on high-quality stations with exceptional talent in attractive markets. The following table lists the stations acquired and retained, net of divestitures: Station DMA Designated Market Area Call Network Rank ("DMA") Letters Affiliation 11 Tampa-St. Petersburg (Sarasota), FL WWSB ABC 19 Cleveland-Akron (Canton) WOIO CBS 19 Cleveland-Akron (Canton) WUAB CW 23 Charlotte, NC WBTV CBS 35 Cincinnati, OH WXIX FOX 37 West Palm Beach-Ft. Pierce, FL WFLX FOX 43 Birmingham (Ann and Tusc) WBRC FOX 48 Louisville, KY WAVE NBC 50 New Orleans, LA WVUE FOX 51 Memphis, TN WMC NBC 56 Richmond- Petersburg, VA WWBT NBC 56 Richmond- Petersburg, VA WUPV CW 66 Honolulu, HI KHNL NBC 66 Honolulu, HI KGMB CBS 66 Honolulu, HI KHBC NBC/CBS 66 Honolulu, HI KOGG NBC/CBS 73 Tucson (Nogales), AZ KOLD CBS 74 Columbia, SC WIS NBC 79 Huntsville- Decatur (Florence), AL WAFF NBC 88 Paducah, KY/Cape Girardeau, MO/ Harrisburg, IL KFVS CBS 90 Shreveport, LA KSLA CBS 92 Jackson, MS WLBT NBC 93 Savannah, GA WTOC CBS 94 Charleston, SC WCSC CBS 95 Myrtle Beach-Florence WMBF NBC 97 Baton Rouge, LA WAFB CBS 97 Baton Rouge, LA WBXH MY 100 Boise, ID KNIN FOX 103 Evansville, IN WFIE NBC 114 Tyler-Longview, TX KLTV ABC 114 Tyler-Longview, TX KTRE ABC 116 Montgomery, AL WSFA NBC 127 Columbus, GA (Opelika, AL) WTVM ABC 129 Wilmington, NC WECT NBC 131 Amarillo, TX KFDA CBS 131 Amarillo, TX KEYU TEL 142 Odessa/Midland, TX KCWO CW 142 Odessa/Midland, TX KTLE TEL 143 Lubbock, TX KCBD NBC 148 Wichita Falls, TX & Lawton, OK KSWO ABC 148 Wichita Falls, TX & Lawton, OK KKTM TEL 152 Albany, GA WALB NBC/ABC 156 Biloxi-Gulfport, MS WLOX ABC/CBS 168 Hattiesburg/Laurel, MS WDAM NBC/ABC 180 Jonesboro, AR KAIT ABC/NBC 200 Ottumwa, IA/Kirksville, MO KYOU FOX/NBC The divestiture transactions included one December 31, 2018, 152 fourth 2018. On January 2, 2019, eight Total Cash Consideration Television Purchaser Received Station Location DMA Lockwood Broadcasting, Inc. $ 67 WTNZ Knoxville, TN 60 WFXG Augusta, GA 105 WPGX Panama City, FL 150 WDFX Dothan, AL 173 Scripps Media, Inc. 55 KXXV Waco-Temple-Bryan, TX 89 KRHD Waco-Temple-Bryan, TX 89 WTXL Tallahassee, FL 112 TEGNA, Inc. 109 WTOL Toledo, OH 71 KWES Odessa - Midland, TX 142 Total $ 231 The allocated portion of net consideration paid for the assets and liabilities divested for the stations in these eight overlap markets was approximately $234 million. The net consideration paid to acquire Raycom consisted of $2.84 billion of cash, 11.5 million shares of our common stock, valued at $170 million (a non-cash financing transaction), and $650 million of a new series of preferred stock (a non-cash financing transaction), for a total of $3.66 billion. Please refer to Note 6 7 two KYOU and Net Raycom WUPV Consideration Purchase Price $ 3,660 $ 17 $ 3,677 Less - consideration allocated to all assets acquired and net of liabilites assumed for the Raycom overlap market stations which were also divested on January 2, 2019 (234 ) - (234 ) Purchase consideration for assets acquired and liabilities assumed net of divestitures $ 3,426 $ 17 $ 3,443 United Acquisition On May 1, 2019, 178 199 March 1, 2019 91 93. The following table summarizes the preliminary values of the assets acquired, liabilities assumed and resulting goodwill of the Raycom Merger and the United Acquisition, together, the “2019 Raycom United Total Cash $ 116 $ - $ 116 Accounts receivable, net 245 3 248 Program broadcast rights 12 - 12 Other current assets 8 - 8 Property and equipment 311 10 321 Operating lease right of use asset 52 - 52 Goodwill 836 3 839 Broadcast licenses 2,004 24 2,028 Other intangible assets 493 8 501 Other non-current assets 22 - 22 Accrued compensation and benefits (29 ) - (29 ) Program broadcast obligations (16 ) - (16 ) Other current liabilities (60 ) - (60 ) Income taxes payable (12 ) - (12 ) Deferred income taxes (462 ) - (462 ) Operating lease liabilities (52 ) - (52 ) Other long-term liabilities (25 ) - (25 ) Total $ 3,443 $ 48 $ 3,491 These amounts are based upon management’s preliminary estimate of the fair values using valuation techniques including income, cost and market approaches. In determining the preliminary fair value of the acquired assets and assumed liabilities, the fair values were determined based on, among other factors, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. Because of the magnitude and complexity of the calculations involved and the inherent issues related to the integration of our operations, the valuation of the assets acquired, liabilities assumed and resulting goodwill of the 2019 not not Accounts receivable are recorded at their fair value representing the amount we expect to collect. Gross contractual amounts receivable are approximately $2 million more than their recorded fair value. Property and equipment are recorded at their fair value and are being depreciated over their estimated useful lives ranging from 3 years to 40 years. Amounts related to other intangible assets represent primarily the estimated fair values of retransmission agreements of $313 million; favorable income leases of $76 million; and network affiliation agreements of $48 million. These intangible assets are being amortized over their estimated useful lives of approximately 4.6 years for retransmission agreements; approximately 9.2 years for favorable income leases; and approximately 4.2 years for network affiliation agreements. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and liabilities assumed, and represents the future economic benefits expected to arise from other intangible assets acquired that do not The Company’s consolidated results of operations for three six June 30, 2019 January 2, 2019 March 1, 2019. three six June 30, 2019 three six June 30, 2019, The following table summarizes the approximate “Transaction Related Expenses” incurred in connection with the 2019 three six June 30, 2019, June 30, 2019 Three Months Six Months Ended Ended Transaction Related Expenses by type: Legal, consulting and other professional fees $ 1 $ 23 Incentive compensation and other severance costs - 18 Termination of sales representation agreements 1 29 Total transaction related expenses $ 2 $ 70 Transaction Related Expenses by financial statement line item: Operating expenses before depreciation, amortization and loss (gain) on disposal of assets, net: Broadcast $ 1 $ 37 Corporate and administrative 1 33 Total transaction related expenses $ 2 $ 70 Unaudited Pro Forma Financial Information. The following table sets forth certain unaudited pro forma information for the six June 30, 2019 2018 2019 January 1, 2018 Six Months Ended June 30, 2019 2018 Revenue (less agency commissions) $ 1,029 $ 995 Net income $ 44 $ 61 Net income attributable to common stockholders $ 18 $ 35 Basic net income per common share $ 0.18 $ 0.40 Diluted net income per common share $ 0.18 $ 0.40 This pro forma financial information is based on Gray’s historical results of operations and the historical results of operations of the television stations acquired, net of divestitures, included in the 2019 not 2019 January 1, 2018 six June 30, 2019 2018 |
Note 4 - Long-term Debt
Note 4 - Long-term Debt | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 4 . Long-term Debt As of June 30, 2019, 2019 2024 “2024 2026 “2026 2027 “2027 December 31, 2018, 2017 2024 2026 2027 June 30, December 31, 2019 2018 Long-term debt : 2017 Term Loan $ 595 $ 595 2019 Term Loan 1,393 - 2024 Notes 525 525 2026 Notes 700 700 2027 Notes 750 750 Total outstanding principal, including current portion 3,963 2,570 Unamortized deferred loan costs - 2017 Term Loan - (9 ) Unamortized deferred loan costs - 2019 Term Loan (47 ) - Unamortized deferred loan costs - 2024 Notes (5 ) (6 ) Unamortized deferred loan costs - 2026 Notes (8 ) (8 ) Unamortized deferred loan costs - 2027 Notes (12 ) (2 ) Unamortized premium - 2026 Notes 4 4 Long-term debt, less deferred financing costs 3,895 2,549 Less current portion (14 ) - Long-term debt, less current portion and deferred financing costs $ 3,881 $ 2,549 Borrowing availability under Revolving Credit Facility $ 200 $ 100 In connection with the Raycom Merger, on January 2, 2019, “2017 “2019 1 “2019 January 2, 2024, 2 “2019 January 2, 2026 3 “2017 “2017 2017 “2017 not December 15, 2018, 2019 December 16, 2018 January 2, 2019. 2027 November 16, 2018. 2019 2027 Borrowings under the 2019 June 30, 2019, 2019 2019 January 2, 2026. Borrowings under the 2017 2019 5.25 1.00, 5.25 1.00, June 30, 2019, 2017 2017 February 7, 2024. Borrowings under the 2019 first 2019 2019 may 2019 January 2, 2024. We incurred $42.5 million of transaction fees and expenses related to the 2019 June 30, 2019 2019 As of June 30, 2019, 2019 5 Minimum Principal Maturities Year 2019 Senior Credit Facility 2024 Notes 2026 Notes 2027 Notes Total Remainder of 2019 $ 7 $ - $ - $ - $ 7 2020 14 - - - 14 2021 14 - - - 14 2022 14 - - - 14 2023 14 - - - 14 2024 609 525 - - 1,134 Thereafter 1,316 - 700 750 2,766 Total $ 1,988 $ 525 $ 700 $ 750 $ 3,963 Our obligations under the 2019 2019 no 2024 2026 2027 not 2024 2026 2027 June 30, 2019, The 2019 2024 2026 2027 June 30, 2019 December 31, 2018, For all of our interest bearing obligations, we made interest payments of approximately $105 million and $47 million during the six June 30, 2019 2018, not six June 30, 2019 2018. |
Note 5 - Fair Value Measurement
Note 5 - Fair Value Measurement | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 5 . Fair Value Measurement For purposes of determining a fair value measurement, we utilize market data or assumptions that market participants would use in pricing an asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized into a hierarchy that gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (“Level 1” 3” 2 1 2” Fair Value of Other Financial Instruments The estimated fair value of other financial instruments is determined using market information and appropriate valuation methodologies. Interpreting market data to develop fair value estimates involves considerable judgment. The use of different market assumptions or methodologies could have a material effect on the estimated fair value amounts. Accordingly, the estimates presented are not The carrying amounts of the following instruments approximate fair value due to their short term to maturity: (i) accounts receivable, (ii) prepaid and other current assets, (iii) accounts payable, (iv) accrued employee compensation and benefits, (v) accrued interest, (vi) other accrued expenses, (vii) acquisition-related liabilities and (viii) deferred revenue. The carrying amount of our long-term debt was $3.9 billion and $2.5 billion, respectively, and the fair value was $4.1 billion and $2.4 billion, respectively, as of June 30, 2019 December 31, 2018. third June 30, 2019 December 31, 2018 2 |
Note 6 - Stockholders' Equity
Note 6 - Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 6 . Stockholders’ Equity We are authorized to issue 245 million shares in total of all classes of stock consisting of, 25 million shares of Class A common stock, 200 million shares of common stock, and 20 million shares of “blank check” preferred stock for which our Board of Directors has the authority to determine the rights, powers, limitations and restrictions. The rights of our common stock and Class A common stock are identical, except that our Class A common stock has 10 votes per share and our common stock has one vote per share. Our common stock and Class A common stock are entitled to receive cash dividends if declared, on an equal per-share basis. For the six June 30, 2019 2018, no t On January 2, 2019, In each of March November 2004, March 2006, “2004 2006 June 30, 2019, no November 6, 2016, December 31, 2019 ( “2016 2016 “401k June 30, 2019, 2016 The extent to which the Company repurchases any of its shares, the number of shares and the timing of any repurchases will depend on general market conditions, regulatory requirements, alternative investment opportunities and other considerations. The Company is not may Under our various employee benefit plans, we may, six June 30, 2019, 401 December 31, 2018. June 30, 2019, |
Note 7 - Preferred Stock
Note 7 - Preferred Stock | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Preferred Stock [Text Block] | 7. Preferred Stock In connection with the Raycom Merger, on January 2, 2019, two With respect to the payment of dividends, the Series A Preferred Stock will rank senior to all classes and series of our common stock and all other equity securities designated as ranking junior to the Series A Preferred Stock, and no All or any portion of the outstanding Series A Preferred Stock may 30 not 60 The Series A Preferred Stock is also subject to mandatory redemption upon the occurrence of certain change of control transactions or upon the sale or other disposition of all or substantially all of our assets. The holders of Series A Preferred Stock do not In general, the holders of the Series A Preferred Stock do not one The approval of the holders of the Series A Preferred Stock, voting separately as a class, is required in order to authorize, create, issue new shares of Series A Perpetual Preferred stock (other than to pay dividends) or alter the rights of any other shares that are or would be equal to or senior to the Series A Preferred Stock, or to amend, alter or repeal the Company’s Restated Articles of Incorporation as amended from time to time if such amendment, alteration or repeal adversely affects the powers, preferences or special rights of the Series A Preferred Stock. The Series A Preferred Stock does not In the event that the Company voluntarily or involuntarily liquidates, dissolves or winds up its affairs, holders of Series A Preferred Stock will be entitled to receive for each share of Series A Preferred Stock, out of the Company’s assets or proceeds thereof available for distribution to shareholders, subject to the rights of any creditors, payment in full in an amount equal to the liquidation value and the per-share amount of any unpaid dividends for the current quarterly dividend period. Holders of Series A Preferred Stock would be entitled to receive this amount before any distribution of assets or proceeds to holders of our common stock and any other stock whose rights are junior to the Series A Preferred Stock. If in any distribution described above, our assets are not not |
Note 8 - Retirement Plans
Note 8 - Retirement Plans | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 8 . Retirement Plans The components of our net periodic pension benefit are included in miscellaneous income in our income statement. During the six June 30, 2019, not not 2019, During the three six June 30, 2019, 401 2019, |
Note 9 - Stock-based Compensati
Note 9 - Stock-based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Share-based Payment Arrangement [Text Block] | 9 . Stock -based Compensation We recognize compensation expense for stock-based payment awards made to our employees, consultants and directors. Our current stock-based compensation plans include our 2017 “2017 2007 “2007 three six June 30, 2019 2018 Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Stock-based compensation expense, gross $ 2 $ 1 $ 5 $ 3 Income tax benefit at our statutory rate associated with stock-based compensation (1 ) - (1 ) (1 ) Stock-based compensation expense, net $ 1 $ 1 $ 4 $ 2 All shares of common stock and Class A common stock underlying outstanding options, restricted stock units and performance awards are counted as issued at target levels under the 2017 2007 During the six June 30, 2019, 2017 ● 99,905 shares of restricted Class A common stock with a grant date fair value per share of $15.36 to an employee, of which 33,302 shares will vest on each of January 31, 2020 2021 January 31, 2022; ● 99,905 shares of restricted Class A common stock with a grant date fair value per share of $15.36 to an employee, subject to the achievement of certain performance measures, which will vest on January 31, 2022; ● 340,993 shares of restricted common stock with a grant date fair value per share of $14.85 to certain employees that will vest on January 2, 2021; ● 277,048 shares of restricted common stock with a grant date fair value of $16.55 to certain employees, of which 92,349 shares will vest on each of January 31, 2020 2021, January 31, 2022; ● 48,338 shares of restricted common stock with a grant date fair value per share of $16.55 to an employee, subject to the achievement of certain performance measures, which will vest on January 31, 2022; ● 11,223 shares of restricted common stock with a grant date fair value per share of $17.83 to an employee that will vest on February 15, 2020. ● 41,181 shares of restricted common stock with a grant date fair value of $22.10 to our non-employee directors that will vest on April 30, 2020. ● Restricted stock units representing 398,000 shares of our common stock with a grant date fair value of $18.21 that will vest on June 1, 2020. During the six June 30, 2018, 2017 ● 110,040 shares of restricted Class A common stock with a grant date fair value per share of $12.65 to an employee, of which 36,680 shares vested on February 28, 2019, February 28, 2020 2021; ● 110,040 shares of restricted Class A common stock with a grant date fair value per share of $12.65 to an employee, subject to the achievement of certain performance measures, which will vest on February 28, 2021; ● 318,196 shares of restricted common stock with a grant date fair value per share of $15.25 to certain employees; net of forfeitures, 131,106 shares vested on February 28, 2019; February 28, 2020; February 28, 2021; ● 73,640 shares of restricted common stock to our non-employee directors, all of which will vest on May 31, 2019. A summary of restricted common stock and Class A common stock activity for the six June 30, 2019 2018, Six Months Ended June 30, 2019 June 30, 2018 Weighted- Weighted- average average Grant Date Grant Date Number of Fair Value Number of Fair Value Shares Per Share Shares Per Share Restricted stock - common: Outstanding - beginning of period 578,894 $ 13.14 503,685 $ 11.14 Granted 718,783 $ 16.08 391,836 $ 14.63 Vested (352,810 ) $ 12.98 (225,570 ) $ 11.21 Forfeited - $ 0.00 (91,057 ) $ 13.27 Outstanding - end of period 944,867 $ 15.44 578,894 $ 13.14 Restricted stock - Class A common: Outstanding - beginning of period 407,786 $ 11.82 462,632 $ 10.63 Granted 199,810 $ 15.36 220,080 $ 12.65 Vested (158,312 ) $ 11.38 (274,926 ) $ 10.48 Outstanding - end of period 449,284 $ 13.55 407,786 $ 11.82 Restricted stock units - common stock: Outstanding - beginning of period - $ 0.00 209,500 $ 15.70 Granted 398,000 $ 18.21 - $ 0.00 Vested - $ 0.00 (209,500 ) $ 15.70 Outstanding - end of period 398,000 $ 18.21 - $ 0.00 ( 1 For awards subject to future performance conditions, amounts assume target performance. At June 30, 2019 December 31, 2018, June 30, 2019 December 31, 2018, no t June 30, 2019. |
Note 10 - Leases
Note 10 - Leases | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Leases, Lessee Disclosure [Text Block] | 10. Operating Leases We lease various assets with non-cancellable lease terms that range between 1 and 99 years. Many of these leases have optional renewal periods ranging between 1 and 20 years. We define the lease term as the original lease base period plus optional renewal periods that we reasonably expect to be exercised. We do not ten We lease land, buildings, transmission towers, right of way easements, and equipment through operating leases. We generally lease land for the purpose of erecting transmission towers for our broadcast operations. Our building leases consist of office space and broadcast studios. For transmission towers we do not third We allocate consideration paid in the contract to lease and non-lease components based upon the contract or associated invoice received if applicable. Lease components include base rent, fixed rate escalators and in-substance fixed payments associated with the leased asset. Non-lease components include common area maintenance and operating expenses associated with the leased asset. We have not Variable lease payments are not 842. 842 842 We recognize leases with an initial term of 12 not Our operating lease costs, including variable lease costs, for the three six June 30, 2019 three June 30, 2019 no six June 30, 2019 six June 30, 2019. six June 30, 2019 not June 30, 2019, The maturities of operating lease liabilities as of June 30, 2019, 2019 Year ending December 31, Operating Leases 2019 $ 5 2020 10 2021 9 2022 9 2023 9 Thereafter 53 Total lease payments 95 Less: Imputed interest (28 ) Present value of lease liabilties $ 67 We had no December 31, 2018. December 31, 2018 Year ending December 31, Operating Leases 2019 $ 3 2020 3 2021 3 2022 3 2023 2 Thereafter 12 Total $ 26 Our aggregate lease payments under operating leases as of December 31, 2018 ASC 840 ASC 842 January 1, 2019. June 30, 2019 December 31, 2018 January 2, 2019. Financing Leases We lease certain vehicles through a financing master lease. The weighted average remaining lease term of the vehicles under this lease is 2.3 years. The interest rate for each vehicle leased is 4.25%. We recorded a right-of-use asset and lease liability of $2 842 Amortization expense associated with this lease is included in amortization expense as a component of operating expense, and interest expense is included in interest expense in our statement of operations. Amortization and interest expenses were not three six June 30, 2019. For the three six June 30, 2019, not |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 11. Commitments and Contingencies Legal Proceedings and Claims We are and expect to continue to be subject to legal actions, proceedings and claims that arise in the normal course of our business. In the opinion of management, the amount of ultimate liability, if any, with respect to these actions, proceedings and claims will not Pending Acquisitions and Divestitures On May 1, 2018, 115 2019, On February 28, 2019, 183 May 31, 2019, February 28, 2019, 2019. |
Note 12 - Goodwill and Intangib
Note 12 - Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 12 . Goodwill and Intangible Assets During the six June 30, 2019, 2019 3 six June 30, 2019 Net Balance at Net Balance at December 31, June 30, 2018 Additions Dispositions Impairments Amortization 2019 Goodwill $ 612 $ 1,069 $ (229 ) $ - $ - $ 1,452 Broadcast licenses 1,530 2,028 - - - 3,558 Finite-lived intangible assets 53 501 - - (57 ) 497 Total intangible assets net of accumulated amortization $ 2,195 $ 3,598 $ (229 ) $ - $ (57 ) $ 5,507 A summary of the changes in our goodwill, on a gross basis, for the six June 30, 2019, As of As of December 31, June 30, 2018 Additions Dispositions Impairments 2019 Goodwill, gross $ 711 $ 1,069 $ (229 ) $ - $ 1,551 Accumulated goodwill impairmant (99 ) - - - (99 ) Goodwill, net $ 612 $ 1,069 $ (229 ) $ - $ 1,452 As of June 30, 2019 December 31, 2018, As of June 30, 2019 As of December 31, 2018 Accumulated Accumulated Gross Amortization Net Gross Amortization Net Intangible assets not currently subject to amortization: Broadcast licenses $ 3,612 $ (54 ) $ 3,558 $ 1,583 $ (53 ) $ 1,530 Goodwill 1,452 - 1,452 612 - 612 $ 5,064 $ (54 ) $ 5,010 $ 2,195 $ (53 ) $ 2,142 Intangible assets subject to amortization: Network affiliation agreements $ 54 $ (11 ) $ 43 $ 6 $ (6 ) $ - Other definite lived intangible assets 596 (142 ) 454 143 (90 ) 53 $ 650 $ (153 ) $ 497 $ 149 $ (96 ) $ 53 Total intangibles $ 5,714 $ (207 ) $ 5,507 $ 2,344 $ (149 ) $ 2,195 Amortization expense for the six June 30, 2019 2018 2019 five 2020, 2021, 2022, 2023, 2024, may Impairment of goodwill and broadcast licenses Our intangible assets are primarily comprised of broadcast licenses. There were no triggering events that required a test of our goodwill or intangible assets for impairment during the six June 30, 2019. |
Note 13 - Income Taxes
Note 13 - Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 1 3 . Income Taxes For the three six June 30, 2019 2018, Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Income tax expense $ 18 $ 15 $ 21 $ 21 Effective income tax rate 29 % 27 % 45 % 26 % We estimate our differences between taxable income or loss and recorded income or loss on an annual basis. Our tax provision for each quarter is based upon these full year projections, which are revised each reporting period. These projections incorporate estimates of permanent differences between U.S. GAAP income or loss and taxable income or loss, state income taxes and adjustments to our liability for unrecognized tax benefits to adjust our statutory Federal income tax rate of 21% to our effective income tax rate. For the six June 30, 2019, 2 six June 30, 2018, We have approximately $770 million of federal operating loss carryforwards, that expire during the years 2021 2037. not |
Note 14 - Segment Information
Note 14 - Segment Information | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 14. Segment information The Company operates in two business segments: broadcasting and production companies. The broadcasting segment operates television stations located across 93 Production As of and for the six months ended June 30, 2019: Broadcast Companies Other Consolidated Revenue (less agency commissions) $ 980 $ 46 $ - $ 1,026 Operating expenses before depreciation, amortization and (gain) loss on disposal of assets, net: 670 44 69 783 Depreciation and amortization 90 6 1 97 (Gain) loss on disposal of assets, net (13 ) - - (13 ) Operating expenses 747 50 70 867 Operating income $ 233 $ (4 ) $ (70 ) $ 159 Interest expense $ - $ - $ 116 $ 116 Capital expenditures (excluding business combinations) $ 39 $ - $ 5 $ 44 Goodwill $ 1,412 $ 40 $ - $ 1,452 Total Assets $ 6,505 $ 131 $ 365 $ 7,001 For the six months ended June 30, 2018: Revenue (less agency commissions) $ 477 $ - $ - $ 477 Operating expenses before depreciation, amortization and (gain) loss on disposal of assets, net: 292 - 19 311 Depreciation and amortization 37 - 1 38 (Gain) loss on disposal of assets, net (2 ) - - (2 ) Operating expenses 327 - 20 347 Operating income $ 150 $ - $ (20 ) $ 130 Interest expense $ - $ - $ 49 $ 49 Capital expenditures (excluding business combinations) $ 20 $ - $ - $ 20 As of December 31, 2018: Goodwill $ 612 $ - $ - $ 612 Total Assets $ 3,242 $ - $ 971 $ 4,213 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Our actual results could differ materially from these estimated amounts. Our most significant estimates are of our allowance for doubtful accounts in receivables, valuation of goodwill and intangible assets, amortization of program rights and intangible assets, pension costs, income taxes, employee medical insurance claims, useful lives of property and equipment and contingencies. |
Earnings Per Share, Policy [Policy Text Block] | Earnings Per Share We compute basic earnings per share by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the relevant period. The weighted-average number of common shares outstanding does not include restricted shares. These shares, although classified as issued and outstanding, are considered contingently returnable until the restrictions lapse and, in accordance with U.S. GAAP, are not included in the basic earnings per share calculation until the shares vest. Diluted earnings per share is computed by including all potentially dilutive common shares, including restricted shares and shares underlying stock options, in the diluted weighted-average shares outstanding calculation, unless their inclusion would be antidilutive. The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding for the three and six -month periods ended June 30, 2019 and 2018, respectively (in millions): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Weighted-average shares outstanding-basic 100 88 100 88 Common stock equivalents for stock options and restricted shares 1 - - 1 Weighted-average shares outstanding-diluted 101 88 100 89 |
Comprehensive Income, Policy [Policy Text Block] | Accumulated Other Comprehensive Loss Our accumulated other comprehensive loss balances as of June 30, 2019 and December 31, 2018, consist of adjustments to our pension liability and the related income tax effect. Our comprehensive (loss) income for the six -months ended June 30, 2019 consisted of net (loss) income and an adjustment to the tax effect of our pension liability as a result of our adoption of Accounting Standards Update (“ASU”) 2018 - 02, Income Statement - Reporting Comprehensive Income (Topic 220 ) – Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . As of June 30, 2019, and December 31, 2018 the balances were as follows (in millions): June 30, December 31, 2019 2018 Accumulated balances of items included in accumulated other comprehensive loss: Increase in pension liability $ (35 ) $ (35 ) Income tax benefit (9 ) (14 ) Accumulated other comprehensive loss $ (26 ) $ (21 ) |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are carried at cost. Depreciation is computed principally by the straight-line method. The following table lists the components of property and equipment by major category (dollars in millions): Estimated June 30, December 31, Useful Lives 2019 2018 (in years) Property and equipment: Land $ 115 $ 52 Buildings and improvements 272 166 7 to 40 Equipment 734 548 3 to 20 1,121 766 Accumulated depreciation (435 ) (403 ) Total property and equipment, net $ 686 $ 363 Maintenance, repairs and minor replacements are charged to operations as incurred; major replacements and betterments are capitalized. The cost of any assets divested, sold or retired and the related accumulated depreciation are removed from the accounts at the time of disposition, and any resulting profit or loss is reflected in income or expense for the period. In April 2017, the Federal Communications Commission (the “FCC”) began a process of reallocating the broadcast spectrum (the “Repack”). Specifically, the FCC is requiring certain television stations to change channels and/or modify their transmission facilities. The U.S. Congress passed legislation which provides the FCC with a $1.7 billion fund to reimburse all reasonable costs incurred by stations operating under a full power license and a portion of the costs incurred by stations operating under a low power license that are reassigned to new channels. Subsequent legislation in March 2018 appropriated an additional $1.0 billion for the Repack fund, of which up to $750.0 million may be made available to reimburse the Repack costs of full power, Class A television stations and multichannel video programming distributors. Other funds are earmarked to assist low power television stations and for other transition costs. The sufficiency of the FCC’s fund to reimburse for Repack costs is dependent upon a number of factors including the amounts to be reimbursed to other industry participants for Repack costs. Therefore, we cannot predict whether the fund will be sufficient to reimburse our Repack costs to the extent authorized under the legislation. Forty- seven of our current full power stations and thirty-seven of our current low power stations are affected by the Repack. The Repack process began in the summer of 2017 and will take approximately three years to complete. The majority of our costs associated with the Repack qualify for capitalization, rather than expense. Upon receipt of funds reimbursing us for our Repack costs, we record those proceeds as a component of our (gain) loss on disposal of assets, net. The following tables provide additional information related to gain on disposal of assets, net included in our condensed consolidated statements of operations and purchases of property and equipment included in our condensed consolidated statements of cash flows (in millions): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Gain (loss) on disposal of assets, net: Proceeds from sale of assets $ 1 $ - $ 3 $ - Proceeds from FCC - Repack 5 1 17 2 Net book value of assets disposed (2 ) - (4 ) - Other (1 ) - (3 ) - Total $ 3 $ 1 $ 13 $ 2 Purchase of property and equipment: Recurring purchases - operations $ 14 $ 10 Repack 30 10 Total $ 44 $ 20 |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Doubtful Accounts Our allowance for doubtful accounts is equal to a portion of our receivable balances that are 120 days old or older. We may provide allowances for certain receivable balances that are less than 120 days old when warranted by specific facts and circumstances. We generally write-off accounts receivable balances when the customer files for bankruptcy or when all commonly used methods of collection have been exhausted. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017 - 04, Intangibles – Goodwill and Other (Topic 350 ) – Simplifying the Test for Goodwill Impairment . ASU 2017 - 04 amends the guidance of U.S. GAAP with the intent of simplifying how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. After adoption of the standard, the annual, or interim, goodwill impairment test will be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized will not exceed the total amount of goodwill allocated to that reporting unit. The standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The standard allows for early adoption, but we have not yet made a determination as to whether to early-adopt this standard. We do not expect that the adoption of this standard will have a material impact on our financial statements. In August 2018, the FASB issued ASU 2018 - 14, Compensation Retirement Benefits Defined Benefit Plans General (Subtopic 715 - 20 ) - Disclosure Framework Changes to the Disclosure Requirements for Defined Benefit Plans ASU 2018 - 14 adds, removes, and modifies disclosure requirements related to defined benefit pension and other postretirement plans. The update amends only annual disclosure requirements. Retrospective adoption of the update is required in fiscal 2022. The standard allows for early adoption, but we have not yet made a determination as to whether to early-adopt this standard. The adoption of this guidance requires a change in disclosures only and is not expected to have a material impact on our financial statements. Adoption of Accounting S tandards and Reclassifications In February 2016, the FASB issued ASU 2016 - 02 – Leases (Topic 842 ). ASU 2016 - 02 superseded Topic 840, Leases, and thus superseded nearly all existing lease guidance by requiring the reclassification of lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. In July 2018, the FASB issued ASU 2018 - 11, Leases (Topic 842 ) – Targeted Improvements , which provided the option of applying the requirements of the new lease standard in the period of adoption using the modified retrospective approach with no restatement of comparative periods. We adopted the standard effective January 1, 2019, using the modified retrospective approach provided in ASU 2018 - 11. The transition guidance allowed for the election of a number of practical expedients. We elected the package of practical expedients and the short term lease practical expedient. The package of practical expedients allowed us to carryforward our classification of existing leases. With the election of the short-term practical expedient, we are not required to recognize on our consolidated balance sheet, the present value of leases with an initial term of twelve months or less. We also implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The standard had a material impact in our consolidated balance sheets, but did not have an impact in our consolidated income statements. Upon the adoption of this standard, we recorded a right of use (“ROU”) asset and a lease obligation liability of approximately million. In addition, upon the completion of the Raycom Merger on January 2, 2019, we implemented these standards to the leases acquired in the Raycom Merger and recorded a ROU asset and a lease obligation liability of approximately million for each. Please refer to Note 3 “Acquisitions and Divestitures” and Note 10 “Leases” for further information. In February 2018, the FASB issued ASU 2018 - 02, Income Statement - Reporting Comprehensive Income (Topic 220 ) – Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . ASU 2018 - 02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (“TCJA”). Consequently, the amendments eliminate the stranded tax effects resulting from the TCJA and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the TCJA, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. We have adopted this standard effective on January 1, 2019 and have recorded an adjustment of million to increase our retained earnings and accumulated other comprehensive loss. In January 2017, the FASB issued ASU 2017 - 01, Business Combinations (Topic ) – Clarifying the Definition of a Business . ASU 2017 - 01 adds guidance to assist entities in the determination of whether an acquisition (or disposal) represents assets or a business. The update provides a test to determine whether or not an acquisition is a business. If substantially all of the fair value of the assets acquired is concentrated in a single asset or a group of similar identifiable assets, the acquired assets do not represent a business. If this test is not met, the update provides further guidance to evaluate if the acquisition represents a business. The Company adopted the guidance on January 1, 2019. The adoption did not have an impact on our financial statements. Certain amounts in the condensed consolidated statement of cash flows have also been reclassified to conform to the current presentation. |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Tables | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Weighted-average shares outstanding-basic 100 88 100 88 Common stock equivalents for stock options and restricted shares 1 - - 1 Weighted-average shares outstanding-diluted 101 88 100 89 |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | June 30, December 31, 2019 2018 Accumulated balances of items included in accumulated other comprehensive loss: Increase in pension liability $ (35 ) $ (35 ) Income tax benefit (9 ) (14 ) Accumulated other comprehensive loss $ (26 ) $ (21 ) |
Property, Plant and Equipment [Table Text Block] | Estimated June 30, December 31, Useful Lives 2019 2018 (in years) Property and equipment: Land $ 115 $ 52 Buildings and improvements 272 166 7 to 40 Equipment 734 548 3 to 20 1,121 766 Accumulated depreciation (435 ) (403 ) Total property and equipment, net $ 686 $ 363 |
Schedule of Disposal of Assets and Purchase of Property and Equipment [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Gain (loss) on disposal of assets, net: Proceeds from sale of assets $ 1 $ - $ 3 $ - Proceeds from FCC - Repack 5 1 17 2 Net book value of assets disposed (2 ) - (4 ) - Other (1 ) - (3 ) - Total $ 3 $ 1 $ 13 $ 2 Purchase of property and equipment: Recurring purchases - operations $ 14 $ 10 Repack 30 10 Total $ 44 $ 20 |
Note 2 - Revenue (Tables)
Note 2 - Revenue (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Market and service type: Advertising: Local (including internet/digital/mobile) $ 226 $ 113 $ 437 $ 219 National 56 30 106 54 Political 5 18 8 24 Total advertising 287 161 551 297 Retransmission consent 201 85 405 171 Production companies 9 - 46 - Other 11 4 24 9 Total revenue $ 508 $ 250 $ 1,026 $ 477 Sales channel: Direct $ 307 $ 135 $ 640 $ 269 Advertising agency intermediary 201 115 386 208 Total revenue $ 508 $ 250 $ 1,026 $ 477 |
Note 3 - Acquisitions and Div_2
Note 3 - Acquisitions and Divestitures (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Total Cash Consideration Television Purchaser Received Station Location DMA Lockwood Broadcasting, Inc. $ 67 WTNZ Knoxville, TN 60 WFXG Augusta, GA 105 WPGX Panama City, FL 150 WDFX Dothan, AL 173 Scripps Media, Inc. 55 KXXV Waco-Temple-Bryan, TX 89 KRHD Waco-Temple-Bryan, TX 89 WTXL Tallahassee, FL 112 TEGNA, Inc. 109 WTOL Toledo, OH 71 KWES Odessa - Midland, TX 142 Total $ 231 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | KYOU and Net Raycom WUPV Consideration Purchase Price $ 3,660 $ 17 $ 3,677 Less - consideration allocated to all assets acquired and net of liabilites assumed for the Raycom overlap market stations which were also divested on January 2, 2019 (234 ) - (234 ) Purchase consideration for assets acquired and liabilities assumed net of divestitures $ 3,426 $ 17 $ 3,443 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Raycom United Total Cash $ 116 $ - $ 116 Accounts receivable, net 245 3 248 Program broadcast rights 12 - 12 Other current assets 8 - 8 Property and equipment 311 10 321 Operating lease right of use asset 52 - 52 Goodwill 836 3 839 Broadcast licenses 2,004 24 2,028 Other intangible assets 493 8 501 Other non-current assets 22 - 22 Accrued compensation and benefits (29 ) - (29 ) Program broadcast obligations (16 ) - (16 ) Other current liabilities (60 ) - (60 ) Income taxes payable (12 ) - (12 ) Deferred income taxes (462 ) - (462 ) Operating lease liabilities (52 ) - (52 ) Other long-term liabilities (25 ) - (25 ) Total $ 3,443 $ 48 $ 3,491 |
Business Combination, Separately Recognized Transactions [Table Text Block] | June 30, 2019 Three Months Six Months Ended Ended Transaction Related Expenses by type: Legal, consulting and other professional fees $ 1 $ 23 Incentive compensation and other severance costs - 18 Termination of sales representation agreements 1 29 Total transaction related expenses $ 2 $ 70 Transaction Related Expenses by financial statement line item: Operating expenses before depreciation, amortization and loss (gain) on disposal of assets, net: Broadcast $ 1 $ 37 Corporate and administrative 1 33 Total transaction related expenses $ 2 $ 70 |
Business Acquisition, Pro Forma Information [Table Text Block] | Six Months Ended June 30, 2019 2018 Revenue (less agency commissions) $ 1,029 $ 995 Net income $ 44 $ 61 Net income attributable to common stockholders $ 18 $ 35 Basic net income per common share $ 0.18 $ 0.40 Diluted net income per common share $ 0.18 $ 0.40 |
Note 4 - Long-term Debt (Tables
Note 4 - Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | June 30, December 31, 2019 2018 Long-term debt : 2017 Term Loan $ 595 $ 595 2019 Term Loan 1,393 - 2024 Notes 525 525 2026 Notes 700 700 2027 Notes 750 750 Total outstanding principal, including current portion 3,963 2,570 Unamortized deferred loan costs - 2017 Term Loan - (9 ) Unamortized deferred loan costs - 2019 Term Loan (47 ) - Unamortized deferred loan costs - 2024 Notes (5 ) (6 ) Unamortized deferred loan costs - 2026 Notes (8 ) (8 ) Unamortized deferred loan costs - 2027 Notes (12 ) (2 ) Unamortized premium - 2026 Notes 4 4 Long-term debt, less deferred financing costs 3,895 2,549 Less current portion (14 ) - Long-term debt, less current portion and deferred financing costs $ 3,881 $ 2,549 Borrowing availability under Revolving Credit Facility $ 200 $ 100 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Minimum Principal Maturities Year 2019 Senior Credit Facility 2024 Notes 2026 Notes 2027 Notes Total Remainder of 2019 $ 7 $ - $ - $ - $ 7 2020 14 - - - 14 2021 14 - - - 14 2022 14 - - - 14 2023 14 - - - 14 2024 609 525 - - 1,134 Thereafter 1,316 - 700 750 2,766 Total $ 1,988 $ 525 $ 700 $ 750 $ 3,963 |
Note 9 - Stock-based Compensa_2
Note 9 - Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Tables | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Stock-based compensation expense, gross $ 2 $ 1 $ 5 $ 3 Income tax benefit at our statutory rate associated with stock-based compensation (1 ) - (1 ) (1 ) Stock-based compensation expense, net $ 1 $ 1 $ 4 $ 2 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | Six Months Ended June 30, 2019 June 30, 2018 Weighted- Weighted- average average Grant Date Grant Date Number of Fair Value Number of Fair Value Shares Per Share Shares Per Share Restricted stock - common: Outstanding - beginning of period 578,894 $ 13.14 503,685 $ 11.14 Granted 718,783 $ 16.08 391,836 $ 14.63 Vested (352,810 ) $ 12.98 (225,570 ) $ 11.21 Forfeited - $ 0.00 (91,057 ) $ 13.27 Outstanding - end of period 944,867 $ 15.44 578,894 $ 13.14 Restricted stock - Class A common: Outstanding - beginning of period 407,786 $ 11.82 462,632 $ 10.63 Granted 199,810 $ 15.36 220,080 $ 12.65 Vested (158,312 ) $ 11.38 (274,926 ) $ 10.48 Outstanding - end of period 449,284 $ 13.55 407,786 $ 11.82 Restricted stock units - common stock: Outstanding - beginning of period - $ 0.00 209,500 $ 15.70 Granted 398,000 $ 18.21 - $ 0.00 Vested - $ 0.00 (209,500 ) $ 15.70 Outstanding - end of period 398,000 $ 18.21 - $ 0.00 |
Note 10 - Leases (Tables)
Note 10 - Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Tables | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Year ending December 31, Operating Leases 2019 $ 5 2020 10 2021 9 2022 9 2023 9 Thereafter 53 Total lease payments 95 Less: Imputed interest (28 ) Present value of lease liabilties $ 67 |
Lessee, Operating Lease, Disclosure [Table Text Block] | Year ending December 31, Operating Leases 2019 $ 3 2020 3 2021 3 2022 3 2023 2 Thereafter 12 Total $ 26 |
Note 12 - Goodwill and Intang_2
Note 12 - Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Tables | |
Schedule of Changes in Goodwill and Other Intangible Assets [Table Text Block] | Net Balance at Net Balance at December 31, June 30, 2018 Additions Dispositions Impairments Amortization 2019 Goodwill $ 612 $ 1,069 $ (229 ) $ - $ - $ 1,452 Broadcast licenses 1,530 2,028 - - - 3,558 Finite-lived intangible assets 53 501 - - (57 ) 497 Total intangible assets net of accumulated amortization $ 2,195 $ 3,598 $ (229 ) $ - $ (57 ) $ 5,507 |
Schedule of Goodwill [Table Text Block] | As of As of December 31, June 30, 2018 Additions Dispositions Impairments 2019 Goodwill, gross $ 711 $ 1,069 $ (229 ) $ - $ 1,551 Accumulated goodwill impairmant (99 ) - - - (99 ) Goodwill, net $ 612 $ 1,069 $ (229 ) $ - $ 1,452 |
Schedule of Intangible Assets and Goodwill [Table Text Block] | As of June 30, 2019 As of December 31, 2018 Accumulated Accumulated Gross Amortization Net Gross Amortization Net Intangible assets not currently subject to amortization: Broadcast licenses $ 3,612 $ (54 ) $ 3,558 $ 1,583 $ (53 ) $ 1,530 Goodwill 1,452 - 1,452 612 - 612 $ 5,064 $ (54 ) $ 5,010 $ 2,195 $ (53 ) $ 2,142 Intangible assets subject to amortization: Network affiliation agreements $ 54 $ (11 ) $ 43 $ 6 $ (6 ) $ - Other definite lived intangible assets 596 (142 ) 454 143 (90 ) 53 $ 650 $ (153 ) $ 497 $ 149 $ (96 ) $ 53 Total intangibles $ 5,714 $ (207 ) $ 5,507 $ 2,344 $ (149 ) $ 2,195 |
Note 13 - Income Taxes (Tables)
Note 13 - Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Tables | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Income tax expense $ 18 $ 15 $ 21 $ 21 Effective income tax rate 29 % 27 % 45 % 26 % |
Note 14 - Segment Information (
Note 14 - Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Production As of and for the six months ended June 30, 2019: Broadcast Companies Other Consolidated Revenue (less agency commissions) $ 980 $ 46 $ - $ 1,026 Operating expenses before depreciation, amortization and (gain) loss on disposal of assets, net: 670 44 69 783 Depreciation and amortization 90 6 1 97 (Gain) loss on disposal of assets, net (13 ) - - (13 ) Operating expenses 747 50 70 867 Operating income $ 233 $ (4 ) $ (70 ) $ 159 Interest expense $ - $ - $ 116 $ 116 Capital expenditures (excluding business combinations) $ 39 $ - $ 5 $ 44 Goodwill $ 1,412 $ 40 $ - $ 1,452 Total Assets $ 6,505 $ 131 $ 365 $ 7,001 For the six months ended June 30, 2018: Revenue (less agency commissions) $ 477 $ - $ - $ 477 Operating expenses before depreciation, amortization and (gain) loss on disposal of assets, net: 292 - 19 311 Depreciation and amortization 37 - 1 38 (Gain) loss on disposal of assets, net (2 ) - - (2 ) Operating expenses 327 - 20 347 Operating income $ 150 $ - $ (20 ) $ 130 Interest expense $ - $ - $ 49 $ 49 Capital expenditures (excluding business combinations) $ 20 $ - $ - $ 20 As of December 31, 2018: Goodwill $ 612 $ - $ - $ 612 Total Assets $ 3,242 $ - $ 971 $ 4,213 |
Note 1 - Basis of Presentatio_2
Note 1 - Basis of Presentation (Details Textual) - USD ($) $ in Thousands | Jan. 01, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Operating Lease, Right-of-Use Asset | $ 66,000 | $ 0 | |||
Operating Lease, Liability, Total | 67,000 | ||||
Tax Cuts and Jobs Act, Reclassification from AOCI to Retained Earnings, Tax Effect | 0 | $ 0 | |||
Retained Earnings [Member] | |||||
Tax Cuts and Jobs Act, Reclassification from AOCI to Retained Earnings, Tax Effect | $ 3,000 | $ 2,000 | |||
Accounting Standards Update 2016-02 [Member] | |||||
Operating Lease, Right-of-Use Asset | $ 21,000 | ||||
Operating Lease, Liability, Total | 21,000 | ||||
Accounting Standards Update 2016-02 [Member] | Raycom [Member] | |||||
Operating Lease, Right-of-Use Asset | $ 52,000 | ||||
Operating Lease, Liability, Total | $ 52,000 | ||||
Accounting Standards Update 2018-02 [Member] | Retained Earnings [Member] | |||||
Tax Cuts and Jobs Act, Reclassification from AOCI to Retained Earnings, Tax Effect | $ 5,000 |
Note 1 - Basis of Presentatio_3
Note 1 - Basis of Presentation - Reconciliation of Basic to Diluted Weighted-average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Weighted-average shares outstanding-basic (in shares) | 100,000 | 88,000 | 100,000 | 88,000 |
Common stock equivalents for stock options and restricted shares (in shares) | 1,000 | 0 | 0 | 1,000 |
Weighted-average shares outstanding-diluted (in shares) | 101,000 | 88,000 | 100,000 | 89,000 |
Note 1 - Basis of Presentatio_4
Note 1 - Basis of Presentation - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Accumulated balances of items included in accumulated other comprehensive loss: | ||
Increase in pension liability | $ (35) | $ (35) |
Income tax benefit | (9) | (14) |
Accumulated other comprehensive loss | $ (26) | $ (21) |
Note 1 - Basis of Presentatio_5
Note 1 - Basis of Presentation - Property and Equipment (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Property and equipment, gross | $ 1,121 | $ 766 |
Accumulated depreciation | (435) | (403) |
Total property and equipment, net | 686 | 363 |
Land [Member] | ||
Property and equipment, gross | 115 | 52 |
Building and Building Improvements [Member] | ||
Property and equipment, gross | $ 272 | 166 |
Building and Building Improvements [Member] | Minimum [Member] | ||
Estimated Useful Lives (Year) | 7 years | |
Building and Building Improvements [Member] | Maximum [Member] | ||
Estimated Useful Lives (Year) | 40 years | |
Equipment [Member] | ||
Property and equipment, gross | $ 734 | $ 548 |
Equipment [Member] | Minimum [Member] | ||
Estimated Useful Lives (Year) | 3 years | |
Equipment [Member] | Maximum [Member] | ||
Estimated Useful Lives (Year) | 20 years |
Note 1 - Basis of Presentatio_6
Note 1 - Basis of Presentation - Disposal of Assets and Purchase of Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Proceeds from sale of assets | $ 1,000 | $ 0 | $ 3,000 | $ 0 |
Proceeds from FCC Repack (Note 1) | 5,000 | 1,000 | 17,000 | 2,000 |
Net book value of assets disposed | (2,000) | 0 | (4,000) | 0 |
Other | (1,000) | 0 | (3,000) | 0 |
Total | $ 3,000 | $ 1,000 | 13,000 | 2,000 |
Recurring purchases - operations | 14,000 | 10,000 | ||
Repack | 30,000 | 10,000 | ||
Total | $ 44,000 | $ 20,000 |
Note 2 - Revenue (Details Textu
Note 2 - Revenue (Details Textual) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Contract with Customer, Liability, Revenue Recognized | $ 3 | |
Deferred Revenue [Member] | ||
Deposit Liability, Current | $ 8 | $ 3 |
Note 2 - Revenue - Disaggregati
Note 2 - Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Local (including internet/digital/mobile) | $ 508,000 | $ 250,000 | $ 1,026,000 | $ 477,000 |
Sales Channel, Directly to Consumer [Member] | ||||
Local (including internet/digital/mobile) | 307,000 | 135,000 | 640,000 | 269,000 |
Sales Channel, Through Intermediary [Member] | ||||
Local (including internet/digital/mobile) | 201,000 | 115,000 | 386,000 | 208,000 |
Local Advertising [Member] | ||||
Local (including internet/digital/mobile) | 226,000 | 113,000 | 437,000 | 219,000 |
National Advertising [Member] | ||||
Local (including internet/digital/mobile) | 56,000 | 30,000 | 106,000 | 54,000 |
Political Advertising [Member] | ||||
Local (including internet/digital/mobile) | 5,000 | 18,000 | 8,000 | 24,000 |
Advertising [Member] | ||||
Local (including internet/digital/mobile) | 287,000 | 161,000 | 551,000 | 297,000 |
Retransmission Consent [Member] | ||||
Local (including internet/digital/mobile) | 201,000 | 85,000 | 405,000 | 171,000 |
Production Companies [Member] | ||||
Local (including internet/digital/mobile) | 9,000 | 0 | 46,000 | 0 |
Service, Other [Member] | ||||
Local (including internet/digital/mobile) | $ 11,000 | $ 4,000 | $ 24,000 | $ 9,000 |
Note 3 - Acquisitions and Div_3
Note 3 - Acquisitions and Divestitures (Details Textual) - USD ($) $ in Thousands | May 01, 2019 | Jan. 02, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 30, 2018 |
Proceeds from Divestiture of Businesses | $ 231,000 | $ 0 | |||||||
Gain (Loss) on Disposition of Business | $ 1,000 | $ 0 | 3,000 | $ 0 | |||||
Finite-lived Intangible Assets Acquired | 501,000 | ||||||||
Goodwill, Ending Balance | $ 839,000 | 1,452,000 | $ 612,000 | 1,452,000 | $ 612,000 | $ 612,000 | |||
Raycom [Member] | |||||||||
Disposal Group, Including Discontinued Operation, Consideration | 234,000 | 234,000 | |||||||
Payments to Acquire Businesses, Gross | $ 2,840,000 | ||||||||
Business Combination, Consideration Transferred, Total | 3,660,000 | 3,677,000 | |||||||
Goodwill, Ending Balance | 836,000 | ||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 150,000 | ||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 264,000 | 545,000 | |||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 53,000 | 49,000 | |||||||
Raycom [Member] | Retransmission Agreements [Member] | |||||||||
Finite-lived Intangible Assets Acquired | $ 313,000 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years 7 months 6 days | ||||||||
Raycom [Member] | Off-Market Favorable Lease [Member] | |||||||||
Finite-lived Intangible Assets Acquired | $ 76,000 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years 2 months 12 days | ||||||||
Raycom [Member] | Network Affiliation Agreements [Member] | |||||||||
Finite-lived Intangible Assets Acquired | $ 48,000 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years 2 months 12 days | ||||||||
Raycom [Member] | Minimum [Member] | |||||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||||
Raycom [Member] | Maximum [Member] | |||||||||
Property, Plant and Equipment, Useful Life | 40 years | ||||||||
Raycom [Member] | Common Stock [Member] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 11,500,000 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 170,000 | ||||||||
Raycom [Member] | Preferred Stock [Member] | Series A Perpetual Preferred Stock [Member] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 650,000 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 650,000 | ||||||||
KYOU-TV and WUPV-TV [Member] | |||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 0 | 0 | |||||||
Payments to Acquire Businesses, Gross | 17,000 | ||||||||
Business Combination, Consideration Transferred, Total | $ 17,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Gross Contractual Receivables above Their Fair Value | 2,000 | ||||||||
WWNY-TV, WNYF-CD, and KEYC-TV [Member] | |||||||||
Payments to Acquire Businesses, Gross | 48,000 | ||||||||
Goodwill, Ending Balance | $ 3,000 | ||||||||
WSWG-TV [Member] | |||||||||
Proceeds from Divestiture of Businesses | $ 8,500 | ||||||||
Gain (Loss) on Disposition of Business | $ 4,800 | ||||||||
Stations Acquired from Raycom [Member] | |||||||||
Gain (Loss) on Disposition of Business | (234,000) | ||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 8,000 |
Note 3 - Acquisitions and Div_4
Note 3 - Acquisitions and Divestitures - Assets Sold from the Raycom Merger (Details) - USD ($) $ in Thousands | Jan. 02, 2019 | Jun. 30, 2019 | Jun. 30, 2018 |
Proceeds from sale of television station | $ 231,000 | $ 0 | |
WTNZ-TV, WFXG-TV, WPGX-TV, and WDFX-TV [Member] | Lockwood Broadcasting, Inc. [Member] | |||
Proceeds from sale of television station | $ 67,000 | ||
KXXV-TV, KRHD-CD, and WTXL-TV [Member] | Scripps Media, Inc. [Member] | |||
Proceeds from sale of television station | 55,000 | ||
WTOL-TV and KWES-TV [Member] | TEGNA, Inc. [Member] | |||
Proceeds from sale of television station | 109,000 | ||
WTNZ-TV, WFXG-TV, WPGX-TV, WDFX-TV, KXXV-TV, KRHD-CD, WTXL-TV, WTOL-TV and KWES-TV [Member] | |||
Proceeds from sale of television station | $ 231,000 |
Note 3 - Acquisitions and Div_5
Note 3 - Acquisitions and Divestitures - Consideration (Details) - USD ($) $ in Thousands | Jan. 02, 2019 | Jun. 30, 2019 | May 01, 2019 |
Purchase consideration for assets acquired and liabilities assumed net of divestitures | $ 3,491,000 | ||
Raycom, Excluding KYOU and WUPV [Member] | |||
Purchase Price | $ 3,660,000 | ||
Less - consideration allocated to all assets acquired and net of liabilites assumed for the Raycom overlap market stations which were also divested on January 2, 2019 | (234,000) | ||
Purchase consideration for assets acquired and liabilities assumed net of divestitures | 3,426,000 | ||
KYOU-TV and WUPV-TV [Member] | |||
Purchase Price | 17,000 | ||
Less - consideration allocated to all assets acquired and net of liabilites assumed for the Raycom overlap market stations which were also divested on January 2, 2019 | 0 | ||
Purchase consideration for assets acquired and liabilities assumed net of divestitures | 17,000 | ||
Raycom [Member] | |||
Purchase Price | $ 3,660,000 | 3,677,000 | |
Less - consideration allocated to all assets acquired and net of liabilites assumed for the Raycom overlap market stations which were also divested on January 2, 2019 | (234,000) | ||
Purchase consideration for assets acquired and liabilities assumed net of divestitures | $ 3,443,000 | $ 3,443,000 |
Note 3 - Acquisitions and Div_6
Note 3 - Acquisitions and Divestitures - Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | May 01, 2019 | Jan. 02, 2019 | Dec. 31, 2018 | Dec. 30, 2018 |
Cash | $ 116,000 | ||||
Accounts receivable, net | 248,000 | ||||
Program broadcast rights | 12,000 | ||||
Other current assets | 8,000 | ||||
Property and equipment | 321,000 | ||||
Operating lease right of use asset | 52,000 | ||||
Goodwill | $ 1,452,000 | 839,000 | $ 612,000 | $ 612,000 | |
Broadcast licenses | 2,028,000 | ||||
Other intangible assets | 501,000 | ||||
Other non-current assets | 22,000 | ||||
Accrued compensation and benefits | (29,000) | ||||
Program broadcast obligations | (16,000) | ||||
Other current liabilities | (60,000) | ||||
Income taxes payable | (12,000) | ||||
Deferred income taxes | (462,000) | ||||
Operating lease liabilities | (52,000) | ||||
Other long-term liabilities | (25,000) | ||||
Total | 3,491,000 | ||||
Raycom [Member] | |||||
Cash | $ 116,000 | ||||
Accounts receivable, net | 245,000 | ||||
Program broadcast rights | 12,000 | ||||
Other current assets | 8,000 | ||||
Property and equipment | 311,000 | ||||
Operating lease right of use asset | 52,000 | ||||
Goodwill | 836,000 | ||||
Broadcast licenses | 2,004,000 | ||||
Other intangible assets | 493,000 | ||||
Other non-current assets | 22,000 | ||||
Accrued compensation and benefits | (29,000) | ||||
Program broadcast obligations | (16,000) | ||||
Other current liabilities | (60,000) | ||||
Income taxes payable | (12,000) | ||||
Deferred income taxes | (462,000) | ||||
Operating lease liabilities | (52,000) | ||||
Other long-term liabilities | (25,000) | ||||
Total | $ 3,443,000 | $ 3,443,000 | |||
United Acquisition [Member] | |||||
Cash | 0 | ||||
Accounts receivable, net | 3,000 | ||||
Program broadcast rights | 0 | ||||
Other current assets | 0 | ||||
Property and equipment | 10,000 | ||||
Operating lease right of use asset | 0 | ||||
Goodwill | 3,000 | ||||
Broadcast licenses | 24,000 | ||||
Other intangible assets | 8,000 | ||||
Other non-current assets | 0 | ||||
Accrued compensation and benefits | 0 | ||||
Program broadcast obligations | 0 | ||||
Other current liabilities | 0 | ||||
Income taxes payable | 0 | ||||
Deferred income taxes | 0 | ||||
Operating lease liabilities | 0 | ||||
Other long-term liabilities | 0 | ||||
Total | $ 48,000 |
Note 3 - Acquisitions and Div_7
Note 3 - Acquisitions and Divestitures - Transaction Related Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Transaction related expenses | $ 2,000 | $ 70,000 |
Broadcast Licenses [Member] | ||
Transaction related expenses | 1,000 | 37,000 |
Corporate and Administrative [Member] | ||
Transaction related expenses | 1,000 | 33,000 |
Legal, Consulting and Other Professional Fees [Member] | ||
Transaction related expenses | 1,000 | 23,000 |
Incentive Compensation and Severance Costs [Member] | ||
Transaction related expenses | 0 | 18,000 |
Termination of Sales Representation Agreements [Member] | ||
Transaction related expenses | $ 1,000 | $ 29,000 |
Note 3 - Acquisitions and Div_8
Note 3 - Acquisitions and Divestitures - Unaudited Pro Forma Results (Details) - Raycom [Member] - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue (less agency commissions) | $ 1,029 | $ 995 |
Net income | 44 | 61 |
Net income attributable to common stockholders | $ 18 | $ 35 |
Basic net income per common share (in dollars per share) | $ 0.18 | $ 0.40 |
Diluted net income per common share (in dollars per share) | $ 0.18 | $ 0.40 |
Note 4 - Long-term Debt (Detail
Note 4 - Long-term Debt (Details Textual) - USD ($) $ in Thousands | Jan. 02, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 01, 2019 | Nov. 16, 2018 |
Long-term Debt, Gross | $ 2,570,000 | $ 3,963,000 | ||||
Interest Costs Capitalized | $ 0 | |||||
Interest Paid, Excluding Capitalized Interest, Operating Activities | $ 105,000 | $ 47,000 | ||||
2024 Notes [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.125% | |||||
Long-term Debt, Gross | 525,000 | $ 525,000 | ||||
Debt Issuance Costs, Net, Total | 6,000 | $ 5,000 | ||||
2026 Notes [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | |||||
Long-term Debt, Gross | 700,000 | $ 700,000 | ||||
Debt Issuance Costs, Net, Total | 8,000 | $ 8,000 | ||||
2027 Notes [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | |||||
Long-term Debt, Gross | 750,000 | $ 750,000 | $ 750,000 | |||
Debt Issuance Costs, Net, Total | 2,000 | $ 12,000 | ||||
The 2017 Senior Credit Facility [Member] | The 2017 Term Loan [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.70% | |||||
The 2017 Senior Credit Facility [Member] | The 2017 Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||
Debt Instrument, Basis Spread on Variable Rate if Leverage Ratio is Less Than or Equal to 5.25 | 2.25% | |||||
Debt Instrument, Interest Rate, Applicable Margin, If Leverage Ratio is Greater than 5.25 | 2.50% | |||||
The 2017 Senior Credit Facility [Member] | The 2017 Term Loan [Member] | Base Rate [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||
Debt Instrument, Basis Spread on Variable Rate if Leverage Ratio is Less Than or Equal to 5.25 | 1.25% | |||||
Debt Instrument, Interest Rate, Applicable Margin, If Leverage Ratio is Greater than 5.25 | 1.50% | |||||
The 2017 Senior Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000 | |||||
The 2019 Senior Credit Facility [Member] | ||||||
Long-term Debt, Gross | $ 1,988,000 | |||||
Debt Issuance Costs, Net, Total | $ 42,500 | |||||
The 2019 Senior Credit Facility [Member] | The 2019 Term Loan [Member] | ||||||
Long-term Debt, Gross | $ 1,400,000 | |||||
Debt Instrument, Unused Borrowing Capacity, Fee | $ 800 | |||||
Debt Instrument, Unused Borrowing Capacity, Fee Percentage | 1.25% | |||||
Debt Instrument, Interest Rate, Effective Percentage | 4.90% | |||||
The 2019 Senior Credit Facility [Member] | The 2019 Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||
The 2019 Senior Credit Facility [Member] | The 2019 Term Loan [Member] | Base Rate [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||
The 2019 Senior Credit Facility [Member] | The 2017 Term Loan [Member] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 556,000 | |||||
The 2019 Senior Credit Facility [Member] | The 2017 Incremental Term Loan [Member] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 85,000 | |||||
The 2019 Senior Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000 | |||||
Line of Credit Facility, Expiration Period | 5 years | |||||
The 2019 Senior Credit Facility [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | |||||
The 2019 Senior Credit Facility [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | |||||
The 2019 Senior Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument, Basis Spread Used to Define Base Rate | 1.50% | |||||
The 2019 Senior Credit Facility [Member] | Revolving Credit Facility [Member] | Fed Funds Effective Rate Overnight Index Swap Rate [Member] | ||||||
Debt Instrument, Basis Spread Used to Define Base Rate | 0.50% |
Note 4 - Long-term Debt - Long-
Note 4 - Long-term Debt - Long-term Debt Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Nov. 16, 2018 |
Long-term Debt, Gross | $ 3,963,000 | $ 2,570,000 | |
Long-term debt, less deferred financing costs | 3,895,000 | 2,549,000 | |
Less current portion | (14,000) | 0 | |
Long-term debt, less current portion and deferred financing costs | 3,881,000 | 2,549,000 | |
Borrowing availability under Revolving Credit Facility | 200,000 | 100,000 | |
The 2017 Term Loan [Member] | |||
Long-term Debt, Gross | 595,000 | 595,000 | |
Unamortized deferred loan costs | 0 | (9,000) | |
The 2019 Term Loan [Member] | |||
Long-term Debt, Gross | 1,393,000 | 0 | |
Unamortized deferred loan costs | (47,000) | 0 | |
2024 Notes [Member] | |||
Long-term Debt, Gross | 525,000 | 525,000 | |
Unamortized deferred loan costs | (5,000) | (6,000) | |
2026 Notes [Member] | |||
Long-term Debt, Gross | 700,000 | 700,000 | |
Unamortized deferred loan costs | (8,000) | (8,000) | |
Unamortized premium | 4,000 | 4,000 | |
2027 Notes [Member] | |||
Long-term Debt, Gross | 750,000 | 750,000 | $ 750,000 |
Unamortized deferred loan costs | $ (12,000) | $ (2,000) |
Note 4 - Long-term Debt - Aggre
Note 4 - Long-term Debt - Aggregate Minimum Principal Maturities on Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Nov. 16, 2018 |
Remainder of 2019 | $ 7,000 | ||
2020 | 14,000 | ||
2021 | 14,000 | ||
2022 | 14,000 | ||
2023 | 14,000 | ||
2024 | 1,134,000 | ||
Thereafter | 2,766,000 | ||
Total Debt | 3,963,000 | $ 2,570,000 | |
The 2019 Senior Credit Facility [Member] | |||
Remainder of 2019 | 7,000 | ||
2020 | 14,000 | ||
2021 | 14,000 | ||
2022 | 14,000 | ||
2023 | 14,000 | ||
2024 | 609,000 | ||
Thereafter | 1,316,000 | ||
Total Debt | 1,988,000 | ||
2024 Notes [Member] | |||
Remainder of 2019 | 0 | ||
2020 | 0 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 0 | ||
2024 | 525,000 | ||
Thereafter | 0 | ||
Total Debt | 525,000 | 525,000 | |
2026 Notes [Member] | |||
Remainder of 2019 | 0 | ||
2020 | 0 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 0 | ||
2024 | 0 | ||
Thereafter | 700,000 | ||
Total Debt | 700,000 | 700,000 | |
2027 Notes [Member] | |||
Remainder of 2019 | 0 | ||
2020 | 0 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 0 | ||
2024 | 0 | ||
Thereafter | 750,000 | ||
Total Debt | $ 750,000 | $ 750,000 | $ 750,000 |
Note 5 - Fair Value Measureme_2
Note 5 - Fair Value Measurement (Details Textual) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Long-term Debt, Total | $ 3,895 | $ 2,549 |
Long-term Debt, Fair Value | $ 4,100 | $ 2,400 |
Note 6 - Stockholders' Equity (
Note 6 - Stockholders' Equity (Details Textual) | Jan. 02, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)shares | Jun. 30, 2019USD ($)shares | Jun. 30, 2018USD ($) | Dec. 31, 2018shares | Nov. 06, 2016USD ($) | Mar. 31, 2006shares | Mar. 31, 2004shares |
Capital Units, Authorized | 245,000,000 | |||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | ||||||
Preferred Stock, Shares Authorized | 20,000,000 | |||||||
Common Stock, Voting Rights, Votes Per Share | 1 | |||||||
Dividends, Common Stock, Total | $ | $ 0 | $ 0 | ||||||
Stock Issued During Period, Value, Employee Benefit Plan | $ | $ 4,000,000 | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 6,163,624 | |||||||
Common Stock [Member] | ||||||||
Stock Issued During Period, Shares, Employee Benefit Plan | 196,509 | 196,509 | ||||||
Stock Issued During Period, Value, Employee Benefit Plan | $ | $ 4,000,000 | $ 4,000,000 | ||||||
March 2004 Authorization [Member] | ||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 2,000,000 | |||||||
The 2004-2006 Repurchase Authorization [Member] | ||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 5,000,000 | |||||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 279,200 | |||||||
The 2016 Repurchase Authorization [Member] | ||||||||
Stock Repurchase Program, Authorized Amount | $ | $ 75,000,000 | |||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ | $ 50,000,000 | |||||||
Raycom [Member] | ||||||||
Payments of Stock Issuance Costs | $ | $ 100,000 | |||||||
Raycom [Member] | Common Stock [Member] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 11,500,000 | |||||||
Shares Issued, Price Per Share | $ / shares | $ 14.74 | |||||||
Common Class A [Member] | ||||||||
Common Stock, Shares Authorized | 25,000,000 | 25,000,000 | ||||||
Common Stock, Voting Rights, Votes Per Share | 10 | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,503,254 | |||||||
Common Class A [Member] | Common Stock [Member] | ||||||||
Stock Issued During Period, Shares, Employee Benefit Plan | 0 | |||||||
Stock Issued During Period, Value, Employee Benefit Plan | $ | $ 0 |
Note 7 - Preferred Stock (Detai
Note 7 - Preferred Stock (Details Textual) - Series A Perpetual Preferred Stock [Member] | Jan. 02, 2019$ / sharesshares |
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 1,000 |
Preferred Stock, Dividend Rate, Cash, Percentage | 8.00% |
Preferred Stock, Dividend Rate, Additional Preferred Stock, Percentage | 8.50% |
Raycom [Member] | Preferred Stock [Member] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 650,000 |
Note 8 - Retirement Plans (Deta
Note 8 - Retirement Plans (Details Textual) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Capital Accumulation Plan [Member] | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 3 | $ 7 |
Defined Benefit Plan, Expected Future Employer Contributions, Remainder of Fiscal Year | 6 | 6 |
Pension Plan [Member] | Gray Pension Plan [Member] | ||
Defined Benefit Plan, Expected Future Employer Contributions, Remainder of Fiscal Year | $ 3 | $ 3 |
Note 9 - Stock-based Compensa_3
Note 9 - Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 274,746 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 1.99 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 4 | |||
Common Class A [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 0 | 0 | ||
Service Based Restricted Stock [Member] | Common Class A [Member] | Employee [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 99,905 | 110,040 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 15.36 | $ 12.65 | ||
Service Based Restricted Stock [Member] | Common Class A [Member] | Employee [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 33,302 | 36,680 | ||
Service Based Restricted Stock [Member] | Common Class A [Member] | Employee [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 33,301 | 36,680 | ||
Performance Based Restricted Stock [Member] | Employee [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 48,338 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 16.55 | |||
Performance Based Restricted Stock [Member] | Common Class A [Member] | Employee [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 99,905 | 110,040 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 15.36 | $ 12.65 | ||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | [1] | 718,783 | 391,836 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | [1] | $ 16.08 | $ 14.63 | |
Restricted Stock [Member] | Employee [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 11,223 | 318,196 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 17.83 | $ 15.25 | ||
Restricted Stock [Member] | Employee [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 131,106 | |||
Restricted Stock [Member] | Employee [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 69,651 | |||
Restricted Stock [Member] | Employee [Member] | Share-based Payment Arrangement, Tranche Three [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 69,652 | |||
Restricted Stock [Member] | Certain Employees One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 340,993 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 14.85 | |||
Restricted Stock [Member] | Certain Employees Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 277,048 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 16.55 | |||
Restricted Stock [Member] | Certain Employees Two [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 92,349 | |||
Restricted Stock [Member] | Certain Employees Two [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 92,350 | |||
Restricted Stock [Member] | Nonemployee Directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 41,181 | 73,640 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 22.10 | |||
Restricted Stock [Member] | Common Class A [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | [1] | 199,810 | 220,080 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | [1] | $ 15.36 | $ 12.65 | |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 398,000 | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 18.21 | $ 0 | ||
[1] | For awards subject to future performance conditions, amounts assume target performance. |
Note 9 - Stock-based Compensa_4
Note 9 - Stock-based Compensation - Stock-based Compensation Expense and Related Income Tax Benefit (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Stock-based compensation expense, gross | $ 2,000 | $ 1,000 | $ 5,000 | $ 3,000 |
Income tax benefit at our statutory rate associated with stock-based compensation | (1,000) | 0 | (1,000) | (1,000) |
Stock-based compensation expense, net | $ 1,000 | $ 1,000 | $ 4,000 | $ 2,000 |
Note 9 - Stock-based Compensa_5
Note 9 - Stock-based Compensation - Summary of Restricted Common Stock Activity (Details) - $ / shares | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | ||
Restricted Stock [Member] | |||
Outstanding, Shares (in shares) | 578,894 | 503,685 | |
Outstanding, Weighted average grant date fair value (in dollars per share) | $ 13.14 | $ 11.14 | |
Granted, Shares (in shares) | [1] | 718,783 | 391,836 |
Granted, Weighted average grant date fair value (in dollars per share) | [1] | $ 16.08 | $ 14.63 |
Vested, Shares (in shares) | (352,810) | (225,570) | |
Vested, Weighted average grant date fair value (in dollars per share) | $ 12.98 | $ 11.21 | |
Forfeited, Shares (in shares) | 0 | (91,057) | |
Forfeited, Weighted average grant date fair value (in dollars per share) | $ 0 | $ 13.27 | |
Outstanding, Shares (in shares) | 944,867 | 578,894 | |
Outstanding, Weighted average grant date fair value (in dollars per share) | $ 15.44 | $ 13.14 | |
Restricted Stock [Member] | Common Class A [Member] | |||
Outstanding, Shares (in shares) | 407,786 | 462,632 | |
Outstanding, Weighted average grant date fair value (in dollars per share) | $ 11.82 | $ 10.63 | |
Granted, Shares (in shares) | [1] | 199,810 | 220,080 |
Granted, Weighted average grant date fair value (in dollars per share) | [1] | $ 15.36 | $ 12.65 |
Vested, Shares (in shares) | (158,312) | (274,926) | |
Vested, Weighted average grant date fair value (in dollars per share) | $ 11.38 | $ 10.48 | |
Outstanding, Shares (in shares) | 449,284 | 407,786 | |
Outstanding, Weighted average grant date fair value (in dollars per share) | $ 13.55 | $ 11.82 | |
Restricted Stock Units (RSUs) [Member] | |||
Outstanding, Shares (in shares) | 0 | 209,500 | |
Outstanding, Weighted average grant date fair value (in dollars per share) | $ 0 | $ 15.70 | |
Granted, Shares (in shares) | 398,000 | 0 | |
Granted, Weighted average grant date fair value (in dollars per share) | $ 18.21 | $ 0 | |
Vested, Shares (in shares) | 0 | (209,500) | |
Vested, Weighted average grant date fair value (in dollars per share) | $ 0 | $ 15.70 | |
Outstanding, Shares (in shares) | 398,000 | 0 | |
Outstanding, Weighted average grant date fair value (in dollars per share) | $ 18.21 | $ 0 | |
[1] | For awards subject to future performance conditions, amounts assume target performance. |
Note 10 - Leases (Details Textu
Note 10 - Leases (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Jan. 01, 2019 | |
Operating Lease, Cost | $ 3,000 | $ 6,000 | |
Short-term Lease, Cost | $ 0 | 1,000 | |
Operating Lease, Payments | $ 7,000 | ||
Operating Lease, Weighted Average Remaining Lease Term | 10 years 6 months | 10 years 6 months | |
Operating Lease, Weighted Average Discount Rate, Percent | 6.75% | 6.75% | |
Finance Lease, Weighted Average Remaining Lease Term | 2 years 3 months 18 days | 2 years 3 months 18 days | |
Finance Lease, Weighted Average Discount Rate, Percent | 4.25% | 4.25% | |
Finance Lease, Liability, Total | $ 2,000 | ||
Finance Lease, Right-of-Use Asset | $ 2,000 | ||
Minimum [Member] | |||
Lessee, Term of Contract | 1 year | ||
Lessee, Lease, Renewal Term | 1 year | ||
Maximum [Member] | |||
Lessee, Term of Contract | 99 years | ||
Lessee, Lease, Renewal Term | 20 years |
Note 10 - Leases - Maturities o
Note 10 - Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
2019 | $ 5 | $ 3 |
2020 | 10 | |
2021 | 9 | |
2022 | 9 | |
2023 | 9 | |
Thereafter | 53 | |
Total lease payments | 95 | |
Less: Imputed interest | (28) | |
Present value of lease liabilties | $ 67 |
Note 10 - Leases - Minimum Leas
Note 10 - Leases - Minimum Lease Payments Under ASC 840 (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
2019 | $ 5 | $ 3 |
2020 | 3 | |
2021 | 3 | |
2022 | 3 | |
2023 | 2 | |
Thereafter | 12 | |
Total | $ 26 |
Note 11 - Commitments and Con_2
Note 11 - Commitments and Contingencies (Details Textual) - USD ($) $ in Millions | Feb. 28, 2019 | Sep. 30, 2019 |
KDLT-TV [Member] | Forecast [Member] | ||
Business Combination, Consideration Transferred, Total | $ 32.5 | |
Charlottesville Transactions [Member] | ||
Business Combination, Consideration Transferred, Total | $ 12 |
Note 12 - Goodwill and Intang_3
Note 12 - Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Amortization of Intangible Assets, Total | $ 28,000 | $ 5,000 | $ 57,000 | $ 11,000 |
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | 56,000 | 56,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 99,000 | 99,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 95,000 | 95,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 91,000 | 91,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 85,000 | 85,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | $ 22,000 | 22,000 | ||
Goodwill, Impairment Loss | $ 0 |
Note 12 - Goodwill and Intang_4
Note 12 - Goodwill and Intangible Assets - Changes in Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Goodwill | $ 612,000 | |||
Goodwill, Net additions | 1,069,000 | |||
Goodwill | (229,000) | |||
Goodwill | $ 1,452,000 | 1,452,000 | ||
Broadcast licenses | 1,530,000 | |||
Broadcast licenses | 0 | |||
Broadcast licenses | 3,558,000 | 3,558,000 | ||
Finite-lived intangible assets | 53,000 | |||
Finite-lived Intangible Assets Acquired | 501,000 | |||
Amortization of Intangible Assets | (28,000) | $ (5,000) | (57,000) | $ (11,000) |
Finite-lived intangible assets | 497,000 | 497,000 | ||
Total intangible assets net of accumulated amortization | 2,195,000 | |||
Total intangible assets net of accumulated amortization, Net additions | 3,598,000 | |||
Total intangible assets net of accumulated amortization | (229,000) | |||
Total intangible assets net of accumulated amortization | 5,507,000 | 5,507,000 | ||
Broadcast Licenses [Member] | ||||
Broadcast licenses | 1,530,000 | |||
Broadcast licenses, Net additions | 2,028,000 | |||
Broadcast licenses | 0 | |||
Broadcast licenses | $ 3,558,000 | $ 3,558,000 |
Note 12 - Goodwill and Intang_5
Note 12 - Goodwill and Intangible Assets - Summary of Changes in Goodwill (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Goodwill, Net additions | $ 1,069 |
Goodwill | (229) |
Goodwill, gross | 1,551 |
Accumulated goodwill impairmant | (99) |
Goodwill | 612 |
Goodwill | $ 1,452 |
Note 12 - Goodwill and Intang_6
Note 12 - Goodwill and Intangible Assets - Intangible Assets and Related Accumulated Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | May 01, 2019 | Dec. 31, 2018 | Dec. 30, 2018 |
Goodwill, Gross | $ 1,551,000 | $ 711,000 | ||
Goodwill | 1,452,000 | $ 839,000 | $ 612,000 | $ 612,000 |
Other intangible assets, net | 497,000 | 53,000 | ||
Intangible Assets Gross (Including Goodwill) | 5,714,000 | 2,344,000 | ||
Accumulated Amortization Intangible Assets | (207,000) | (149,000) | ||
Intangible Assets, Net (Including Goodwill) | 5,507,000 | 2,195,000 | ||
Network Affiliate [Member] | ||||
Finite-Lived Intangible Assets, Gross | 54,000 | 6,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (11,000) | (6,000) | ||
Other intangible assets, net | 43,000 | 0 | ||
Other Intangible Assets [Member] | ||||
Finite-Lived Intangible Assets, Gross | 596,000 | 143,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (142,000) | (90,000) | ||
Other intangible assets, net | 454,000 | 53,000 | ||
Intangible Assets Subject to Amortization [Member] | ||||
Finite-Lived Intangible Assets, Gross | 650,000 | 149,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (153,000) | (96,000) | ||
Other intangible assets, net | 497,000 | 53,000 | ||
Broadcast Licenses [Member] | ||||
Indefinite-lived Intangible Assets (Excluding Goodwill), Gross | 3,612,000 | 1,583,000 | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill), Accumulated Amortization | (54,000) | (53,000) | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 3,558,000 | 1,530,000 | ||
Goodwill Not Amortizable [Member] | ||||
Goodwill, Gross | 1,452,000 | 612,000 | ||
Goodwill, Accumulated Amortization | 0 | 0 | ||
Goodwill | 1,452,000 | 612,000 | ||
Intangible Assets Not Subject to Amortization [Member] | ||||
Goodwill and Indefinite-Lived Intangible Assets, Gross | 5,064,000 | 2,195,000 | ||
Goodwill and Indefinite-lived Intangible Assets, Accumulated Amortization | (54,000) | (53,000) | ||
Goodwill and Indefinite-Lived Assets, Net | $ 5,010,000 | $ 2,142,000 |
Note 13 - Income Taxes (Details
Note 13 - Income Taxes (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |||
Effective Income Tax Rate Reconciliation, Percent, Total | 29.00% | 27.00% | 45.00% | 26.00% |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 5.00% | 5.00% | ||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent, Total | 3.00% | 1.00% | ||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Percent | 1.00% | 1.00% | ||
Effective Income Tax Rate Reconciliation, Disposition of Asset, Percent | 17.00% | |||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards, Total | $ 770 | $ 770 | ||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards, Total | $ 858 | $ 858 |
Note 13 - Income Taxes - Reconc
Note 13 - Income Taxes - Reconciliation of Income Tax Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income tax expense | $ 18 | $ 15 | $ 21 | $ 21 |
Effective income tax rate | 29.00% | 27.00% | 45.00% | 26.00% |
Note 14 - Segment Information_2
Note 14 - Segment Information (Details Textual) | 6 Months Ended |
Jun. 30, 2019 | |
Number of Operating Segments | 2 |
Note 14 - Segment Information -
Note 14 - Segment Information - Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | May 01, 2019 | Dec. 31, 2018 | Dec. 30, 2018 | |
Revenue (less agency commissions) | $ 508,000 | $ 250,000 | $ 1,026,000 | $ 477,000 | |||
Operating expenses before depreciation, amortization and (gain) loss on disposal of assets, net: | 783,000 | 311,000 | |||||
Depreciation and amortization | 97,000 | 38,000 | |||||
(Gain) loss on disposal of assets, net | 3,000 | 1,000 | 13,000 | 2,000 | |||
Operating expenses | 389,000 | 170,000 | 867,000 | 347,000 | |||
Operating income | 119,000 | 80,000 | 159,000 | 130,000 | |||
Interest expense | 58,000 | 25,000 | 116,000 | 49,000 | |||
Capital expenditures (excluding business combinations) | 44,000 | 20,000 | |||||
Goodwill | 1,452,000 | 1,452,000 | $ 839,000 | $ 612,000 | $ 612,000 | ||
Total Assets | 7,001,000 | 7,001,000 | 4,213,000 | ||||
Corporate, Non-Segment [Member] | |||||||
Revenue (less agency commissions) | 0 | 0 | |||||
Operating expenses before depreciation, amortization and (gain) loss on disposal of assets, net: | 69,000 | 19,000 | |||||
Depreciation and amortization | 1,000 | 1,000 | |||||
(Gain) loss on disposal of assets, net | 0 | 0 | |||||
Operating expenses | 70,000 | 20,000 | |||||
Operating income | (70,000) | (20,000) | |||||
Interest expense | 116,000 | 49,000 | |||||
Capital expenditures (excluding business combinations) | 5,000 | 0 | |||||
Goodwill | 0 | 0 | 0 | ||||
Total Assets | 365,000 | 365,000 | 971,000 | ||||
Broadcasting, Segment [Member] | |||||||
Revenue (less agency commissions) | 499,000 | 250,000 | 980,000 | 477,000 | |||
Operating expenses before depreciation, amortization and (gain) loss on disposal of assets, net: | 670,000 | 292,000 | |||||
Depreciation and amortization | 90,000 | 37,000 | |||||
(Gain) loss on disposal of assets, net | 13,000 | 2,000 | |||||
Operating expenses | 747,000 | 327,000 | |||||
Operating income | 233,000 | 150,000 | |||||
Interest expense | 0 | 0 | |||||
Capital expenditures (excluding business combinations) | 39,000 | 20,000 | |||||
Goodwill | 1,412,000 | 1,412,000 | 612,000 | ||||
Total Assets | 6,505,000 | 6,505,000 | 3,242,000 | ||||
Production Companies, Segment [Member] | |||||||
Revenue (less agency commissions) | 9,000 | $ 0 | 46,000 | 0 | |||
Operating expenses before depreciation, amortization and (gain) loss on disposal of assets, net: | 44,000 | 0 | |||||
Depreciation and amortization | 6,000 | 0 | |||||
(Gain) loss on disposal of assets, net | 0 | 0 | |||||
Operating expenses | 50,000 | 0 | |||||
Operating income | (4,000) | 0 | |||||
Interest expense | 0 | 0 | |||||
Capital expenditures (excluding business combinations) | 0 | $ 0 | |||||
Goodwill | 40,000 | 40,000 | 0 | ||||
Total Assets | $ 131,000 | $ 131,000 | $ 0 |
Uncategorized Items - gtn201906
Label | Element | Value |
us-gaap_GoodwillImpairedAccumulatedImpairmentLoss | us-gaap_GoodwillImpairedAccumulatedImpairmentLoss | $ 99,000,000 |