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8-K - FORM 8-K - GRAY TELEVISION INCd306382d8k.htm
EX-99.2 - RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION - GRAY TELEVISION INCd306382dex992.htm

 

Gray      Exhibit 99.1   
Television, Inc.         

NEWS RELEASE

Gray Reports Operating Results

For the Three-Month Period and Year Ended December 31, 2011

Atlanta, Georgia – February 24, 2012. . . Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN and GTN.A) today announced results from operations for the three-month period (the “fourth quarter of 2011”) and year ended December 31, 2011 as compared to the three-month period (the “fourth quarter of 2010”) and year ended December 31, 2010.

Highlights:

For the fourth quarter of 2011, our revenue, broadcast expense and corporate and administrative expense were as follows:

 

     Three Months Ended December 31,  
     2011      2010      %Change  
     (in thousands except for percentages)  

Revenue (less agency commissions)

     $     84,670         $     114,595         (26)%   

Operating expenses (before depreciation, amortization and gain on disposals of assets):

        

Broadcast

     $ 49,409         $ 52,898         (7)%   

Corporate and administrative

     $ 3,644         $ 3,417         7 %   

We are pleased with our operating results for the fourth quarter of 2011. For the fourth quarter of 2011, our operating results were consistent with or exceeded our estimates, which were publicly disclosed on November 4, 2011. Our actual total revenue exceeded our estimates, our actual broadcast expense was within our estimated range and our actual corporate expense was below our estimated range.

Our total revenue decreased in the fourth quarter of 2011 when compared to the fourth quarter of 2010 primarily due to a decrease in political advertising revenue of $28.6 million. 2011 is an “off year” in the two-year political election cycle and, as a result, we earned significantly less political revenue in 2011. However, the $13.5 million of political advertising revenue we earned in the year ended December 31, 2011 set a new “off year” record. The previous record of $10.0 million dates to the year ended December 31, 2009.

Comments on Results of Operations for the Three-Month Period Ended December 31, 2011:

Revenue.

Total revenue decreased $29.9 million, or 26%, to $84.7 million for the fourth quarter of 2011 compared to the fourth quarter of 2010 due primarily to decreased political advertising revenue and consulting revenue, partially offset by increased local, national and internet advertising revenue and retransmission consent revenue. Political advertising revenue decreased due to decreased advertising from political candidates and special interest groups in the “off year” of the two-year election cycle. Local, national and internet advertising revenue increased due to increased spending by advertisers in an improving economic environment. Retransmission consent revenue increased due to an increase in the number of subscribers and improved terms of our retransmission contracts in the fourth quarter of 2011 compared to the

 

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fourth quarter of 2010. We continued to earn base consulting revenue from our agreement with Young Broadcasting, Inc. (“Young”); however, we did not record any incentive consulting revenue during the fourth quarter of 2011.

The principal types of our revenue, and period over period changes therein, were as follows:

Local advertising revenue increased $1.3 million, or 3%, to $50.8 million.

National advertising revenue increased $0.5 million, or 3%, to $16.1 million.

Internet advertising revenue increased $1.9 million, or 49%, to $5.8 million.

Political advertising revenue decreased $28.6 million, or 86%, to $4.6 million.

Retransmission consent revenue increased $0.2 million, or 3%, to $5.0 million.

Production and other revenue increased $0.1 million, or 8%, to $1.8 million.

Consulting revenue decreased $5.3 million, or 91%, to $0.6 million from our agreement with Young.

Our five largest local and national advertising categories on a combined local and national basis by customer type for the fourth quarter of 2011 demonstrated the following changes during the period compared to the fourth quarter of 2010: automotive increased 17%; restaurant decreased less than 1%; medical increased 18%; communications decreased 2%; and furniture and appliances increased 6%.

Operating expenses.

Broadcast expenses (before depreciation, amortization and gain on disposal of assets) decreased $3.5 million, or 7%, to $49.4 million in the fourth quarter of 2011 compared to the fourth quarter of 2010 due primarily to decreases in compensation expense of $1.1 million and non-compensation expense of $2.4 million. Compensation expense decreased primarily due to decreased payroll expense of $1.1 million, partially offset by an increase in employee healthcare expenses of less than $0.1 million. The decrease in payroll expense was due primarily to reduced incentive compensation expense. Healthcare expenses increased due to increased claims activity. Non-compensation expense decreased primarily due to decreases in syndicated programming expense and national sales commission expense related to the reduction in political advertising revenue. As of December 31, 2011 and 2010, we employed 2,082 and 2,147 employees, respectively, in our broadcast operations. Since December 31, 2007 we have decreased the number of employees in our broadcast operations by 14.1%, or 343 positions.

Corporate and administrative expenses (before depreciation, amortization and gain on disposal of assets) increased $0.2 million, or 7%, to $3.6 million in the fourth quarter of 2011 compared to the fourth quarter of 2010 due primarily to an increase in payroll expense of $0.2 million. We recorded non-cash stock-based compensation expense during the fourth quarter of 2011 and the fourth quarter of 2010 of $34,000 and $58,000, respectively. Non-cash stock-based compensation expense decreased primarily due to our outstanding stock options becoming fully vested in 2010. We amortize the expense of our stock options over their vesting period.

Comments on Results of Operations for the Year Ended December 31, 2011:

Revenue.

Total revenue decreased $38.9 million, or 11%, to $307.1 million for the year ended December 31, 2011 compared to the year ended December 31, 2010 due primarily to decreased political and national advertising revenue and consulting revenue, partially offset by increased local and internet advertising revenue and retransmission consent revenue. Political advertising revenue reflected decreased advertising from political candidates and special interest groups during the “off year” of the two-year political advertising cycle. However, the $13.5 million of political advertising revenue we earned in the year ended December 31, 2011 set a new “off year” record. The previous record of $10.0 million dates to the year ended December 31, 2009. Local and internet advertising revenue increased due to increased spending by advertisers in an improving

 

Gray Television, Inc.      
Earnings Release for the three-month period and year ended December 31, 2011    Page 2 of 10   


economic environment. Our national advertising revenue also benefited from an improving economy, but national advertising revenue decreased primarily due to the change in the broadcast network carrying the Super Bowl in 2011 to FOX from CBS and the lack of Olympic Games coverage in 2011. These events did not have as large a negative effect upon our local and internet advertising revenue as they did on our national advertising revenue and, as a result, we were able to grow our local and internet advertising revenue. Net advertising revenue associated with the broadcast of the 2011 Super Bowl on our one primary FOX-affiliated channel and four secondary FOX-affiliated channels approximated $0.2 million, which was a decrease from our approximately $0.9 million earned in 2010 on our seventeen CBS-affiliated channels. In addition, results in the year ended December 31, 2010 benefited from approximately $2.8 million of net revenue earned from the broadcast of the 2010 Winter Olympic Games on our NBC-affiliated channels. There was no corresponding broadcast of Olympic Games during the year ended December 31, 2011. Our national advertising revenue also decreased in 2011, in part, due to natural disasters affecting the operations of Japanese auto manufacturers. Retransmission consent revenue increased due to an increase in subscribers and improved terms in our retransmission contracts for the year ended December 31, 2011 compared to the year ended December 31, 2010. We continued to earn base consulting revenue from our agreement with Young; however, we did not record any incentive consulting revenue during the year ended December 31, 2011.

The principal types of our revenue, and period over period changes therein, were as follows:

Local advertising revenue increased $3.9 million, or 2%, to $187.0 million.

National advertising revenue decreased $1.3 million, or 2%, to $56.3 million.

Internet advertising revenue increased $6.7 million, or 50%, to $20.1 million.

Political advertising revenue decreased $44.1 million, or 77%, to $13.5 million; however, 2011 was a new “off year” record.

Retransmission consent revenue increased $1.5 million, or 8%, to $20.2 million.

Production and other revenue decreased $0.4 million, or 5%, to $7.1 million.

Consulting revenue from our agreement with Young decreased $5.3 million, or 71%, to $2.2 million.

Our five largest local and national advertising categories on a combined local and national basis by customer type for the year ended December 31, 2011 demonstrated the following changes during the period compared to the year ended December 31, 2010: automotive increased 6%; restaurant increased 1%; medical increased 12%; communications increased 3%; and furniture and appliances increased 7%.

Operating expenses.

Broadcast expenses (before depreciation, amortization and gain on disposal of assets) decreased $2.2 million, or 1%, to $194.2 million. This decrease was primarily due to a decrease in non-compensation expense of $3.1 million, partially offset by an increase in compensation expense of $0.9 million. Non-compensation expense decreased primarily due to decreases in syndicated programming expense and national sales commission expense related to the reduction in political and national advertising revenue. Compensation expense increased primarily due to an increase in healthcare expense of $1.1 million due to increased claims activity.

Corporate and administrative expenses (before depreciation, amortization and gain on disposal of assets) increased $0.6 million, or 5%, to $14.2 million. The increase was due primarily to an increase in non-compensation expense of $1.3 million, partially offset by a decrease in compensation expense of $0.7 million. Compensation expense decreased primarily due to a decrease in bonus compensation expense. The decrease in bonus compensation expense was due primarily to $1.05 million in bonus compensation for certain executive officers in the year ended December 31, 2010. We recorded non-cash stock-based compensation expense during the years ended December 31, 2011 and 2010 of $136,000 and $332,000, respectively. Non-cash stock-based compensation expense decreased primarily due to our outstanding stock options becoming fully vested in 2010. We amortize the expense of our stock options over their vesting period.

 

Gray Television, Inc.      
Earnings Release for the three-month period and year ended December 31, 2011    Page 3 of 10   


Detailed table of operating results:

Gray Television, Inc.

Selected Operating Data (Unaudited)

(in thousands except for per share data)

 

     Three Months Ended
December 31,
 
     2011     2010  

Revenue (less agency commissions)

     $     84,670        $   114,595   

Operating expenses before depreciation, amortization and gain on disposal of assets, net:

    

Broadcast

     49,409        52,898   

Corporate and administrative

     3,644        3,417   

Depreciation

     6,017        7,229   

Amortization of intangible assets

     28        117   

Gain on disposals of assets, net

     (1,020     (1,300
  

 

 

   

 

 

 

Operating expenses

     58,078        62,361   
  

 

 

   

 

 

 

Operating income

     26,592        52,234   

Other income (expense):

    

Miscellaneous income, net

     -        1   

Interest expense

     (15,269     (16,332
  

 

 

   

 

 

 

Income before income tax

     11,323        35,903   

Income tax expense

     3,748        14,039   
  

 

 

   

 

 

 

Net income

     7,575        21,864   

Preferred stock dividends (includes accretion of issuance cost of $384 and $118, respectively)

     1,706        1,789   
  

 

 

   

 

 

 

Net income available to common stockholders

     $ 5,869        $ 20,075   
  

 

 

   

 

 

 

Basic per share information:

    

Net income available to common stockholders

     $ 0.10        $ 0.35   
  

 

 

   

 

 

 

Weighted-average shares outstanding

     57,121        57,075   
  

 

 

   

 

 

 

Diluted per share information:

    

Net income available to common stockholders

     $ 0.10        $ 0.35   
  

 

 

   

 

 

 

Weighted-average shares outstanding

     57,125        57,078   
  

 

 

   

 

 

 

Political advertising revenue (less agency commissions)

     $ 4,551        $ 33,139   

 

 

 

 

Gray Television, Inc.      
Earnings Release for the three-month period and year ended December 31, 2011    Page 4 of 10   


Gray Television, Inc.

Selected Operating Data (Unaudited)

(in thousands except for per share data)

 

     Year Ended
December 31,
 
     2011     2010  

Revenue (less agency commissions)

     $   307,131        $   346,058   

Operating expenses before depreciation, amortization and gain on disposals of assets, net:

    

Broadcast

     194,196        196,353   

Corporate and administrative

     14,173        13,545   

Depreciation

     26,183        30,630   

Amortization of intangible assets

     125        479   

Gain on disposals of assets, net

     (2,894     (1,909
  

 

 

   

 

 

 

Operating expenses

     231,783        239,098   
  

 

 

   

 

 

 

Operating income

     75,348        106,960   

Other income (expense):

    

Miscellaneous income, net

     3        44   

Interest expense

     (61,777     (70,045

Loss on early extinguishment of debt

     -        (349
  

 

 

   

 

 

 

Income before income taxes

     13,574        36,610   

Income tax expense

     4,539        13,447   
  

 

 

   

 

 

 

Net income

     9,035        23,163   

Preferred stock dividends (includes accretion of issuance cost of $1,045 and $4,489, respectively)

     7,240        14,582   
  

 

 

   

 

 

 

Net income available to common stockholders

     $ 1,795        $ 8,581   
  

 

 

   

 

 

 

Basic per share information:

    

Net income available to common stockholders

     $ 0.03        $ 0.16   
  

 

 

   

 

 

 

Weighted-average shares outstanding

     57,117        54,322   
  

 

 

   

 

 

 

Diluted per share information:

    

Net income available to common stockholders

     $ 0.03        $ 0.16   
  

 

 

   

 

 

 

Weighted-average shares outstanding

     57,118        54,324   
  

 

 

   

 

 

 

Political advertising revenue (less agency commissions)

     $ 13,491        $ 57,552   

 

 

 

 

Gray Television, Inc.      
Earnings Release for the three-month period and year ended December 31, 2011    Page 5 of 10   


Other Financial Data:

 

   

    December 31, 2011  

   

  December 31, 2010  

 
    (in thousands)  

Cash

    $ 5,190        $ 5,431   

Long-term debt, including current portion

    $ 832,233        $ 826,704   

Preferred stock (1)

    $ 24,841        $ 37,181   

Borrowing availability under our senior credit facility

    $ 31,000        $ 40,000   
    Years Ended December 31,  
    2011     2010  
    (in thousands)   

Net cash provided by operating activities

    $ 38,173        $ 38,126   

Net cash used in investing activities

    (21,869     (19,506

Net cash used in financing activities

    (16,545     (29,189
 

 

 

   

 

 

 

Net decrease in cash

    $ (241     $ (10,569
 

 

 

   

 

 

 

 

(1) As of December 31, 2011, preferred stock does not include unaccreted original issuance costs and accrued preferred stock dividends of $1.1 million and $13.7 million, respectively. As of December 31, 2010, preferred stock does not include unaccreted original issuance costs and accrued preferred stock dividends of $2.1 million and $14.1 million, respectively.

Internet Initiatives:

We continue to expand our internet initiatives in each of our markets. We attribute the increase in our website traffic to increased posting of local content and public awareness of our websites resulting from our on-air promotion of our websites. Our website page view data for the three-month period and year ended December 31, 2011 compared to the three-month period and year ended December 31, 2010 is as follows:

Gray Websites - Aggregate Page Views

 

    Three Months Ended December 31,  
    2011     2010     % Change  
    (in millions, except percentages)  

Advertising impressions generated

    880.5        735.1        20%   

Total page views (including mobile page views)

    288.2        223.7        29%   
    Year Ended December 31,  
    2011     2010     % Change  
    (in millions, except percentages)   

Advertising impressions generated

    3,326.2        2,639.9        26%   

Total page views (including mobile page views)

    1,105.9        847.2        31%   

 

 

 

 

Gray Television, Inc.      
Earnings Release for the three-month period and year ended December 31, 2011    Page 6 of 10   


Guidance for the First Quarter of 2012:

We anticipate that our revenue and certain operating expenses for the three-month period ending March 31, 2012 (the “first quarter of 2012”) will approximate the ranges presented in the table below.

 

Selected operating data:

  2012
Guidance
Low
Range
    % Change
From
Actual
2011
    2012
Guidance
High
Range
    % Change
From
Actual
2011
    Actual
2011
 
    (dollars in thousands)   

OPERATING REVENUE:

         

Revenue (less agency commissions)

  $ 76,750        10%      $ 77,750        11%      $ 69,742   

OPERATING EXPENSES

         

(before depreciation, amortization and gain on disposal of assets):

         

Broadcast

  $ 50,500        5%      $ 51,000        6%      $ 48,179   

Corporate and administrative

  $ 3,400        12%      $ 3,500        15%      $ 3,038   

OTHER SELECTED DATA:

         

Political advertising revenues (less agency commissions)

  $ 3,500        153%      $ 3,700        168%      $ 1,381   

Comments on Guidance:

Revenue.

Based on our current forecasts, we believe that our combined first quarter of 2012 local, national and internet revenue, excluding political revenue, will increase from the three-month period ended March 31, 2011 (the “first quarter of 2011”) by approximately 4%. The anticipated changes by revenue type are as follows:

 

   

We anticipate our first quarter of 2012 internet revenue will increase from the first quarter of 2011 by approximately 25% to 30%.

 

   

We believe our first quarter of 2012 local revenue, excluding political revenue, will increase from the first quarter of 2011 by approximately 3% to 4%.

 

   

We believe our first quarter of 2012 national revenue, excluding political revenue, will be generally consistent with our national revenue, excluding political revenue, earned in first quarter of 2011.

We anticipate that our retransmission consent revenue during the first quarter of 2012 will be approximately $8.4 million.

We estimate our base consulting revenue will remain at $0.6 million for the first quarter of 2012. We have not included any incentive consulting revenue in our estimate of revenue for the first quarter of 2012.

Operating expenses (before depreciation, amortization and gain/loss on disposal of assets).

The anticipated increase in broadcast operating expense for the first quarter 2012 compared to the first quarter of 2011 is expected to be due primarily to increased employee pension and healthcare expense. Our estimate of broadcast operating expense for the first quarter of 2012 does not include any estimate for possible increased expenses payable to NBC upon the anticipated renewal of nine of our affiliation agreements in March 2012; at present we are unable to reasonably estimate any such amount.

The anticipated increase in corporate operating expense for the first quarter 2012 compared to the first quarter of 2011 is expected to be due primarily to increased routine payroll and related benefit expense and increased audience research expense.

 

Gray Television, Inc.      
Earnings Release for the three-month period and year ended December 31, 2011    Page 7 of 10   


Net Revenue By Type:

The table below presents our net revenue by type for the three-month periods and years ended December 31, 2011 and 2010, respectively (dollars in thousands):

 

     Three Months Ended December 31,  
     2011      2010  
     Amount      Percent
of Total
     Amount      Percent
of Total
 

Broadcasting net revenues:

           

Local

   $ 50,768         60.0%       $ 49,502         43.2%   

National

     16,146         19.1%         15,613         13.6%   

Internet

     5,756         6.8%         3,876         3.4%   

Political

     4,551         5.4%         33,139         28.9%   

Retransmission consent

     4,963         5.9%         4,807         4.2%   

Production and other

     1,762         2.1%         1,638         1.4%   

Network compensation

     174         0.2%         173         0.2%   

Consulting

     550         0.5%         5,847         5.1%   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 84,670         100.0%       $ 114,595         100.0%   
  

 

 

    

 

 

    

 

 

    

 

 

 
     Year Ended December 31,  
     2011      2010  
     Amount      Percent
of Total
     Amount      Percent
of Total
 

Broadcasting net revenues:

           

Local

   $ 187,029         60.9%       $ 183,177         52.9%   

National

     56,335         18.3%         57,649         16.7%   

Internet

     20,081         6.5%         13,401         3.9%   

Political

     13,491         4.4%         57,552         16.6%   

Retransmission consent

     20,227         6.6%         18,774         5.4%   

Production and other

     7,070         2.3%         7,446         2.2%   

Network compensation

     698         0.2%         562         0.2%   

Consulting

     2,200         0.8%         7,497         2.1%   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 307,131         100.0%       $ 346,058         100.0%   
  

 

 

    

 

 

    

 

 

    

 

 

 

Our aggregate internet revenue is derived from two sources. The first source is advertising or sponsorship opportunities directly on our websites. We call this “direct internet revenue.” The other revenue source is television advertising time purchased by our clients to directly promote their involvement in our websites. We refer to this internet revenue source as “internet-related commercial time sales.”

Conference Call Information

We will host a conference call to discuss our fourth quarter 2011 operating results on February 24, 2012. The call will begin at 10:00 AM Eastern Time. The live dial-in number is 1 (888) 437-9481 and the confirmation code is 9466368. The call will be webcast live and available for replay at www.gray.tv. The taped replay of the conference call will be available at 1 (888) 203-1112, Confirmation Code: 9466368 until March 23, 2012.

 

Gray Television, Inc.      
Earnings Release for the three-month period and year ended December 31, 2011    Page 8 of 10   


Reconciliations:

Reconciliation of net income to the non-GAAP terms (dollars in thousands):

 

     Three Months Ended
December 31,
 
     2011     2010     % Change  

Net income

   $ 7,575      $ 21,864     

Adjustments to reconcile to Broadcast Cash Flow Less Cash Corporate Expenses:

      

Depreciation

     6,017        7,229     

Amortization of intangible assets

     28        117     

Amortization of non-cash stock based compensation

     34        58     

Gain on disposals of assets, net

     (1,020     (1,300  

Miscellaneous income, net

     —          (1  

Interest expense

     15,269        16,332     

Income tax expense

     3,748        14,039     

Amortization of program broadcast rights

     2,796        3,972     

Common stock contributed to 401(k) plan excluding corporate 401(k) plan contributions

     7        7     

Network compensation revenue recognized

     (174     (173  

Network compensation per network affiliation agreement

     (60     (60  

Payments for program broadcast rights

     (3,463     (3,883  
  

 

 

   

 

 

   

Broadcast Cash Flow Less Cash Corporate Expenses

     30,757        58,201        (47)%   

Corporate and administrative expenses excluding amortization of non-cash stock-based compensation

     3,610        3,359     
  

 

 

   

 

 

   

Broadcast Cash Flow

   $ 34,367      $ 61,560        (44)%   
  

 

 

   

 

 

   
     Year Ended
December 31,
 
     2011     2010     % Change  

Net income

   $ 9,035      $ 23,163     

Adjustments to reconcile to Broadcast Cash Flow Less

      

Cash Corporate Expenses:

      

Depreciation

     26,183        30,630     

Amortization of intangible assets

     125        479     

Amortization of non-cash stock based compensation

     136        332     

Gain on disposals of assets, net

     (2,894     (1,909  

Miscellaneous income, net

     (3     (44  

Interest expense

     61,777        70,045     

Loss on early extinguishment of debt

     —          349     

Income tax expense

     4,539        13,447     

Amortization of program broadcast rights

     13,484        15,410     

Common stock contributed to 401(k) plan excluding corporate 401(k) plan contributions

     29        30     

Network compensation revenue recognized

     (698     (562  

Network compensation per network affiliation agreement

     (240     (196  

Payments for program broadcast rights

     (15,915     (15,473  
  

 

 

   

 

 

   

Broadcast Cash Flow Less Cash Corporate Expenses

     95,558        135,701        (30)%   

Corporate and administrative expenses excluding amortization of non-cash stock-based compensation

     14,037        13,213     
  

 

 

   

 

 

   

Broadcast Cash Flow

   $ 109,595      $ 148,914        (26)%   
  

 

 

   

 

 

   

See the next page for the definition of Non-GAAP terms.

 

Gray Television, Inc.      
Earnings Release for the three-month period and year ended December 31, 2011    Page 9 of 10   


Non-GAAP Terms

This press release includes the non-GAAP financial measure of Broadcast Cash Flow and Broadcast Cash Flow Less Cash Corporate Expenses. These non-GAAP amounts are used by us to approximate the amount used to calculate a key financial performance covenant contained in our senior credit facility. Broadcast Cash Flow is defined as operating income plus corporate expense, depreciation and amortization (including amortization of program broadcast rights), loss on disposal of assets, and expense of common stock contributed to our 401(k) plan, less gain on disposal of assets, payments for program broadcast obligations and network compensation revenue and network payments. Corporate expenses (excluding depreciation, amortization and non-cash stock-based compensation) are deducted from Broadcast Cash Flow to calculate “Broadcast Cash Flow Less Cash Corporate Expenses.” These non-GAAP terms are not defined in GAAP and our definitions may differ from, and therefore not be comparable to, similarly titled measures used by other companies, thereby limiting their usefulness. Such terms are used by management in addition to and in conjunction with results presented in accordance with GAAP and should be considered as supplements to, and not as substitutes for, net income (loss) and cash flows reported in accordance with GAAP.

Gray Television, Inc.

Gray Television, Inc. is a television broadcast company headquartered in Atlanta, GA. Gray currently operates 36 television stations serving 30 markets. We broadcast a primary channel from each of our stations and also operate at least one secondary channel from the majority of our stations. Each of our primary channels are affiliated with either CBS (17 channels), NBC (10 channels), ABC (8 channels) or FOX (1 channel). In addition, we currently operate 40 secondary channels that are affiliated with either ABC (1 channel), FOX (4 channels), CW (8 channels), MyNetworkTV (18 channels), Untamed Sports Network (1 channel) and The Country Network (1 channel) or are operated as local news/weather channels (7 channels).

Cautionary Statements for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act

This press release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws. These “forward-looking statements” are not statements of historical fact, and may include, among other things, statements regarding our current expectations and beliefs of operating results for the first quarter of 2012 or other periods, internet strategies, future expenses and other future events. Actual results are subject to a number of risks and uncertainties and may differ materially from the current expectations and beliefs discussed in this press release. All information set forth in this release is as of February 24, 2012. We do not intend, and undertake no duty, to update this information to reflect future events or circumstances. Information about certain potential factors that could affect our business and financial results and cause actual results to differ materially from those expressed or implied in any forward-looking statements are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2010 and in subsequently filed reports, which are filed with the U.S. Securities and Exchange Commission (the “SEC”) and available at the SEC’s website at www.sec.gov.

 

For information contact:    Web site: www.gray.tv   
Bob Prather    Jim Ryan   
President and Chief Operating Officer    Senior V. P. and Chief Financial Officer   
(404) 266-8333    (404) 504-9828   

 

Gray Television, Inc.      
Earnings Release for the three-month period and year ended December 31, 2011    Page 10 of 10