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Note 1 - Basis of Presentation | 9 Months Ended
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Sep. 30, 2014
Disclosure Text Block [Abstract] |
Organization, Consolidation and Presentation of Financial Statements Disclosure [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, 2013, which was derived from the Company’s audited financial statements as of December 31, 2013, and our accompanying unaudited condensed consolidated financial statements as of September 30, 2014 and for the periods ended September 30, 2014 and 2013 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. Our operations consist of one reportable segment. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013 (the “2013 Form 10-K”). Our financial condition as of, and operating results for the nine-month period ended, September 30, 2014 are not necessarily indicative of the financial condition or results that may be expected for any future interim period or for the year ending December 31, 2014. Seasonality and Cyclicality Broadcast advertising revenues are generally highest in the second and fourth quarters each year. This seasonality results partly from increases in consumer advertising in the spring and retail advertising in the period leading up to and including the holiday season. Broadcast advertising revenues are also typically higher in even-numbered years due to increased spending by political candidates, political parties and special interest groups in advance of elections. This political spending typically is heaviest during the fourth quarter. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and the notes to the unaudited condensed consolidated financial statements. Our actual results could differ materially from these estimates. The most significant estimates we make relate to our allowance for doubtful accounts in receivables, valuation of goodwill and intangible assets, amortization of program broadcast rights and intangible assets, stock-based compensation, pension costs, income taxes, employee medical insurance claims, useful lives of property and equipment and contingencies. Variable Interest Entity During the year ended December 31, 2013, we entered into a series of transactions with the News-Press Gazette Company and Excalibur Broadcasting, LLC (collectively with its subsidiaries, “Excalibur”), pursuant to which we acquired the non-license assets, and Excalibur acquired the license assets, of KJCT-TV and associated low power stations (collectively, “KJCT-TV”), in the Grand Junction, Colorado market. In connection therewith, we entered into a shared services agreement, pursuant to which we provide certain services, including back-office, engineering and sales support, and a lease agreement, pursuant to which we provide studio and office space, to Excalibur. We have also entered into a put and call option agreement with Excalibur, pursuant to which we have the right to purchase, and Excalibur has the right to require us to purchase, the license assets of KJCT-TV, upon receipt of Federal Communications Commission (“FCC”) approval (the “KJCT-TV Option”). In connection with the consummation of Excalibur’s acquisition of KJCT-TV’s license assets, Excalibur incurred debt which Gray has guaranteed. The assets of Excalibur can only be used to settle the obligations of Excalibur. In compliance with FCC regulations, Excalibur maintains complete responsibility for and control over programming, finances, personnel and operations of KJCT-TV. See Note 3 “Long-term Debt” for more information. We consolidate a VIE when we are determined to be the primary beneficiary. In accordance with U.S. GAAP, in determining whether we are the primary beneficiary of a VIE for financial reporting purposes, we consider whether we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and whether we have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. Based on the terms of our agreements with, the significance of our investment in, and our guarantee of the debt of, Excalibur, we have determined that Excalibur is a VIE of Gray. We believe we are the primary beneficiary of Excalibur because, subject to the ultimate control of the licensees, we have the power to direct the activities which significantly impact the economic performance of Excalibur through the services we provide, and our obligation to absorb losses and earn returns that would be considered significant to Excalibur. Included in our condensed consolidated statements of operations for the nine months ended September 30, 2014 and 2013 is revenue of $1.4 million and $0.0 million, respectively, attributable to Excalibur. The carrying amounts and classification of the assets and liabilities of Excalibur described above have been included in our consolidated balance sheets as of September 30, 2014 and December 31, 2013 as follows (in thousands):
|  | September 30, |  |  | December 31, |
|  | 2014 |  |  | 2013 |
Assets: |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |
Cash |  | $ | 266 |  |  | $ | 473 |
Accounts receivable, net |  |  | 428 |  |  |  | 524 |
Current portion of program broadcast rights, net |  |  | 42 |  |  |  | 42 |
Prepaid and other current assets |  |  | - |  |  |  | 7 |
Total current assets |  |  | 736 |  |  |  | 1,046 |
Property and equipment, net |  |  | 746 |  |  |  | 883 |
Deferred loan costs, net |  |  | 202 |  |  |  | 174 |
Broadcast licenses |  |  | 4,161 |  |  |  | 4,161 |
Other intangible assets, net |  |  | 401 |  |  |  | 575 |
Total assets |  | $ | 6,246 |  |  | $ | 6,839 |
Liabilities: |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |
Accounts payable |  | $ | 13 |  |  | $ | 14 |
Employee compensation and benefits |  |  | 51 |  |  |  | 8 |
Accrued interest |  |  | 1 |  |  |  | 2 |
Other accrued expenses |  |  | 25 |  |  |  | 13 |
Accrued expenses due to Gray |  |  | 1,376 |  |  |  | 651 |
Current portion of program broadcast obligations |  |  | 34 |  |  |  | 45 |
Current portion of long-term debt |  |  | 200 |  |  |  | 200 |
Total current liabilities |  |  | 1,700 |  |  |  | 933 |
Long-term debt, less current portion |  |  | 2,650 |  |  |  | 2,800 |
Other long-term liabilities |  |  | 1,896 |  |  |  | 3,106 |
Total liabilities |  | $ | 6,246 |  |  | $ | 6,839 |
The assets of Excalibur can only be used to settle the obligations of Excalibur and may not be sold, or otherwise disposed of, except for assets sold or replaced with others of like kind or value. Other long-term liabilities of $1.9 million and $3.1 million, representing the fair value of the KJCT-TV Option as of September 30, 2014 and December 31, 2013, respectively, and accrued expenses due to Gray of $1.4 million and $0.7 million as of September 30, 2014 and December 31, 2013, respectively, were eliminated in our consolidated financial statements. The terms of the KJCT-TV Option provide for the acquisition of the license assets of KJCT-TV at an exercise price that was less than the carrying value of such assets as of September 30, 2014. Earnings Per Share We compute basic earnings per share by dividing net income attributable 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 denominator of 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-month and nine-month periods ended September 30, 2014 and 2013 (in thousands):
|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 30, |  |  | September 30, |
|  | 2014 |  |  | 2013 |  |  | 2014 |  |  | 2013 |
Weighted-average shares outstanding - basic |  |  | 57,863 |  |  |  | 57,713 |  |  |  | 57,857 |  |  |  | 57,600 |
Common stock equivalents for stock options and restricted stock |  |  | 531 |  |  |  | 365 |  |  |  | 473 |  |  |  | 307 |
Weighted-average shares outstanding - diluted |  |  | 58,394 |  |  |  | 58,078 |  |  |  | 58,330 |  |  |  | 57,907 |
Accumulated Other Comprehensive Loss Our accumulated other comprehensive loss balances as of September 30, 2014 and December 31, 2013 consisted of adjustments to our pension liability and income tax benefit as follows (in thousands):
|  | September 30, |  |  | December 31, |
|  | 2014 |  |  | 2013 |
Accumulated balances of items included in accumulated other comprehensive loss: |  |  |  |  |  |  |  |
Increase in pension liability |  | $ | (17,064 | ) |  | $ | (17,064 | )
Income tax benefit |  |  | (6,655 | ) |  |  | (6,655 | )
Accumulated other comprehensive loss |  | $ | (10,409 | ) |  | $ | (10,409 | )
Consolidated Statement of Comprehensive Income Our comprehensive income for the three-month and nine-month periods ended September 30, 2014 and 2013 consisted entirely of net income. Therefore, a consolidated statement of comprehensive income is not presented. Property and Equipment Property and equipment are carried at cost. Depreciation is computed principally by the straight-line method. Maintenance, repairs and minor replacements are charged to operations as incurred; major replacements and betterments are capitalized. The cost of any assets 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. The following table lists components of property and equipment by major category (in thousands):
|  |  |  |  |  |  |  |  |  | Estimated |
|  | September 30, |  |  | December 31, |  |  | Useful Lives |
|  | 2014 |  |  | 2013 |  |  | (in years) |
Property and equipment: |  |  |  |  |  |  |  |  |  |  |  |  |
Land |  | $ | 32,021 |  |  | $ | 25,656 |  |  |  |  |  |
Buildings and improvements |  |  | 73,546 |  |  |  | 59,021 |  |  | 7 | to | 40 |
Equipment |  |  | 387,235 |  |  |  | 323,603 |  |  | 3 | to | 20 |
|  |  | 492,802 |  |  |  | 408,280 |  |  |  |  |  |
Accumulated depreciation |  |  | (275,656 | ) |  |  | (264,659 | ) |  |  |  |  |
Total property and equipment, net |  | $ | 217,146 |  |  | $ | 143,621 |  |  |  |  |  |
Allowance for Doubtful Accounts Our allowance for doubtful accounts is equal to at least 85% 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 May 2014, the Financial Accounting Standards Board issued new guidance on revenue recognition for revenue from contracts with customers. This guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers and will replace most existing revenue recognition guidance when it becomes effective. This new standard is effective for annual reporting periods beginning after December 15, 2016. Early application is not permitted and the standard permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the impact of this requirement on our financial statements.

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