Note 2 - Acquisitions

9 Months Ended

Sep. 30, 2014

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

2.       Acquisitions

During the nine-month period ended September 30, 2014, we completed the six acquisitions described below (collectively, the “2014 Acquisitions”). The 2014 Acquisitions are expected to, among other things, increase our revenues and cash flows from operating activities, and allow us to operate more efficiently and effectively, by increasing our scale and providing us with the ability to negotiate more favorable terms in our agreements with third parties.

KAQY Acquisition

On June 13, 2014, Gray entered into a stock purchase agreement with Parker Broadcasting, Inc. (“Parker”) pursuant to which we agreed to acquire two wholly owned subsidiaries of Parker: Parker Broadcasting of Dakota, LLC and Parker Broadcasting of Louisiana, LLC. Parker Broadcasting of Dakota, LLC owns certain non-license assets of KXJB-TV which is affiliated with the CBS network and serves the Fargo, North Dakota television market. Parker Broadcasting of Louisiana LLC owns certain non-license assets of KAQY-TV which is affiliated with the ABC network and serves the Monroe, Louisiana television market. On September 25, 2014, we completed the acquisition of the outstanding capital stock of Parker Broadcasting of Louisiana LLC (the “KAQY Acquisition”) and transferred the programing of KAQY-TV to KNOE-TV, a station owned by Gray which also serves the Monroe, Louisiana, television market. We currently anticipate that we will complete the acquisition of Parker Broadcasting of Dakota, LLC (the “KXJB Acquisition”) in 2014.

The total purchase price for the acquisition of the two Parker subsidiaries is $6.7 million, of which approximately $1.8 million has been allocated to the KAQY Acquisition. We have funded $6.0 million of the total purchase price and anticipate funding the remaining $0.7 million upon completing the KXJB Acquisition. Gray funded the KAQY Acquisition through a combination of cash from operations and borrowings under our 2014 Senior Credit Facility (as defined below).

SJL Acquisition

On September 15, 2014, we acquired all of the outstanding capital stock of WJRT Acquisition, Inc. and WTVG Acquisition, Inc. from SJL Holdings, LLC and SJL Holdings II, LLC, respectively, for total cash consideration of $131.5 million, which consisted of a base purchase price of $128.0 million and a working capital adjustment of approximately $3.5 million (the “SJL Acquisition”). WJRT Acquisition, Inc. and WTVG Acquisition, Inc. own and operate WJRT-TV and WTVG-TV, respectively, which are the ABC-affiliated television stations serving the Flint-Saginaw-Bay City, Michigan, and Toledo, Ohio, television markets.  Gray financed the SJL Acquisition through a combination of cash from operations and borrowings under our 2014 Senior Credit Facility.

Hoak Acquisition

On June 13, 2014, we completed the acquisition of 100% of the capital stock of certain wholly owned subsidiaries of Hoak Media, LLC (“Hoak”) for total cash consideration of approximately $299.8 million, which included a base purchase price of $290.8 million and a working capital adjustment of $9.0 million (the “Hoak Acquisition”). The acquired Hoak subsidiaries owned and operated twelve television stations as described in the table below. The Hoak Acquisition also included the assumption of Hoak’s interest in certain operating agreements, and the acquisition of certain non-license assets, of KHAS-TV, which serves the Lincoln-Hastings, Nebraska market, from Hoak. On June 13, 2014, we transferred the programing of KHAS-TV to KSNB-TV, a station owned by Gray which also serves the Lincoln-Hastings, Nebraska, television market. We used borrowings under the 2014 Senior Credit Facility to fund the purchase price to complete the Hoak Acquisition.

The following stations were acquired in the Hoak Acquisition:

	Network
Station	Affiliation	Market
KSFY-TV	ABC	Sioux Falls, SD
KABY-TV*	ABC	Sioux Falls, SD
KPRY-TV*	ABC	Sioux Falls, SD
KVLY-TV	NBC	Fargo-Valley City, ND
KNOE-TV	CBS	Monroe- El Dorado, LA
KFYR-TV	NBC	Minot-Bismarck-Dickinson, ND
KMOT-TV*	NBC	Minot-Bismarck-Dickinson, ND
KUMV-TV*	NBC	Minot-Bismarck-Dickinson, ND
KQCD-TV*	NBC	Minot-Bismarck-Dickinson, ND
KALB-TV	NBC/CBS	Alexandria, LA
KNOP-TV	NBC	North Platte, NE
KIIT-LP	FOX	North Platte, NE
* satellite station

As a component of the Hoak Acquisition, Gray assumed Hoak’s rights under certain agreements with Parker to provide back-office services, sales support and limited programming to KXJB-TV and KAQY-TV (each a “Parker Agreement”). The Parker Agreement with KAQY-TV terminated upon completion of the KAQY Acquisition. The Parker Agreement with KXJB-TV will terminate when the KXJB Acquisition is complete.

KNDX Acquisition

On May 1, 2014, we acquired certain assets of KNDX-TV and its satellite station KXND-TV, as well as certain non-license assets of low power stations KNDX-LP and KXND-LP, from Prime Cities Broadcasting, Inc. (“Prime Cities”). These four stations served as the Fox network affiliates for the Minot-Bismarck, North Dakota television market. On June 13, 2014, we transferred the programing of KNDX-TV and KXND-TV to the television stations that we acquired from Hoak in the Minot-Bismarck, North Dakota television market. On June 27, 2014, we acquired the low power FCC licenses of KNDX-LP and KXND-LP from Prime Cities. We refer to the acquisition of these assets from Prime Cities as the “KNDX Acquisition.” The total cash consideration to complete the KNDX Acquisition was $7.5 million, which was funded from a combination of cash from operations and borrowings under our 2012 Senior Credit Facility, as defined below.

KEVN Acquisition

On May 1, 2014, we acquired 100% of the equity interests in KEVN, Inc. from Mission TV, LLC (the “KEVN Acquisition”). KEVN, Inc. owned and operated KEVN-TV and its satellite station, KIVV-TV (collectively, the “KEVN Stations”). The KEVN Stations are affiliated with the Fox network and serve the Rapid City, South Dakota market. The total purchase price to complete the KEVN Acquisition was approximately $8.8 million which included a base purchase price of $7.8 million and a working capital adjustment of $1.0 million. The cash consideration to complete the KEVN Acquisition was funded from a combination of cash from operations and borrowings under our 2012 Senior Credit Facility.

WQCW Acquisition

On April 1, 2014, we acquired the assets of WQCW-TV, Portsmouth, Ohio and WOCW-LP, Charleston, West Virginia from Lockwood Broadcast Group (collectively, the "WQCW Acquisition").  WQCW-TV and WOCW-LP serve as the CW affiliate for the Charleston/ Huntington, West Virginia television market, where we own and operate WSAZ-TV, the market's NBC affiliate.  The consideration to complete the WQCW Acquisition was approximately $5.5 million, which was funded from cash from operations.

Preliminary Fair Value Estimates:

The preliminary fair value estimates of the acquired assets, assumed liabilities and resulting goodwill from each of the 2014 Acquisitions are summarized as follows (in thousands):

	Acquisition
	KAQY			SJL			Hoak			KNDX			KEVN			WQCW
Cash	$	526		$	-		$	-		$	-		$	615		$	-
Accounts receivable		159			7,132			10,732			-			568			-
Other current assets		54			1,972			511			39			96			45
Property and equipment		515			23,518			45,382			2,576			3,888			991
Goodwill		-			50,753			131,531			1,839			2,715			802
Broadcast licenses		-			86,685			91,958			500			1,675			3,691
Other intangible assets		1,199			10,091			35,386			2,584			1,786			15
Other non-current assets		16			329			-			15			29			-
Current liabilities		(712	)		(5,111	)		(3,595	)		(36	)		(216	)		(45	)
Other long-term liabilities		(4	)		(379	)		-			(17	)		(32	)		-
Deferred income tax liabilities		-			(43,461	)		(12,135	)		-			(2,339	)		-
Total	$	1,753		$	131,529		$	299,770		$	7,500		$	8,785		$	5,499

Amounts in the table above are based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches.  In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. 

Accounts receivable are recorded at their fair value which represents the amount that we expect to collect. Gross contractual amounts receivable are approximately $0.2 million more than their recorded fair value.

The property and equipment amounts will be depreciated over their estimated useful lives ranging from 3 years to 40 years.

Amounts related to other intangible assets represent the estimated fair values of retransmission agreements of $32.0 million; advertising contracts of $2.0 million; advertising relationships of $13.0 million; and favorable leases of $4.1 million. These intangible assets are being amortized over their estimated useful lives of approximately 4.4 years for retransmission agreements; approximately 0.7 years for advertising contracts; approximately 5.5 years for advertising relationships; and approximately 8.1 years for leases.

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 qualify for separate recognition, including assembled workforce, as well as future synergies that we expect to generate from the 2014 Acquisitions. We have preliminarily recorded $187.6 million of goodwill in connection with the 2014 Acquisitions. Of the goodwill recognized in connection with the 2014 Acquisitions, approximately $86.6 million is deductible for income tax purposes.

The fair values of assets acquired and liabilities assumed were based upon preliminary valuations and the estimates and assumptions are subject to change within the measurement period as additional information is obtained. Any such changes could be material and could result in significantly different fair values from those set out above.

Preliminary Pro Forma Financial Information

The following table sets forth certain unaudited pro forma results of operations of the Company for the nine months ended September 30, 2014 and 2013 assuming that the Hoak Acquisition and the SJL Acquisition, along with transactions necessary to finance the Hoak Acquisition and the SJL Acquisition, occurred on January 1, 2013 (in thousands, except per share data):

	Nine Months Ended
	September 30,
	2014		2013
Revenue (less agency commissions)	$	387,365	$	322,376
Net income	$	22,375	$	11,790
Basic net income per share	$	0.39	$	0.20
Diluted net income per share	$	0.38	$	0.20

This pro forma financial information is based on each of Gray’s, Hoak’s and SJL’s historical results of operations, adjusted for the effect of preliminary fair value estimates and other acquisition accounting adjustments, and is not necessarily indicative of what our results would have been had we completed each of the Hoak Acquisition and the SJL Acquisition on January 1, 2013 or on any other historical date, nor is it reflective of our expected results of operations for any future period. The pro forma adjustments for the nine months ended September 30, 2014 and 2013 reflect (i) depreciation expense and amortization of finite-lived intangible assets related to the fair value of the assets acquired, (ii) additional interest expense related to the financing of each of the Hoak Acquisition and the SJL Acquisition, (iii) the loss from early extinguishment of debt as if the amendment and restatement of our 2014 Senior Credit Facility had ocurred in 2013 rather than 2014 and (iv) the related tax effects of the adjustments. This pro forma financial information has been prepared based on estimates and assumptions which we believe are reasonable as of the date hereof, and are subject to change based on, among other things, changes in the fair value estimates or underlying assumptions.

In connection with completing the Hoak Acquisition and SJL Acquisition, in 2014 we incurred a total of $5.1 million of transaction related costs, primarily related to legal, consulting and other professional services. These costs were not included in the 2014 pro forma amounts presented above,but 2013 pro forma net income was adjusted to include these costs as if they were incurred in the 2013 period as they were directly attributable to the Hoak Acquisition and the SJL Acquisition.

Net revenues and operating income of the businesses acquired in the Hoak Acquisition and the SJL Acquisition included in our actual condensed consolidated statements of operations for the nine months ended September 30, 2014 were $25.0 million and $9.4 million, respectively.

Pro forma financial information for each of the KAQY Acquisition, the KNDX Acquisition, the KEVN Acquisition and the WQCW Acquisition is not included, as such information is not material to our financial statements.

Pending Acquisitions

As of September 30, 2014, our pending acquisitions were as follows: (1) the acquisition of the remaining outstanding equity interest in Yellowstone Television, LLC (“Yellowstone”), (2) the acquisition of KTVH-TV and KBGF-TV in Great Falls, Montana (the “Beartooth Acquisition”), (3) the acquisition of KMTF-TV in Helena, Montana, (the “KMTF Acquisition”), (4) the acquisition of KKHD-LD and the programming of KJCT-TV in Grand Junction, Colorado and (5) the KXJB Acquisition. As of September 30, 2014, the total consideration remaining to be paid for all of these acquisitions will be approximately $13.7 million. We completed the acquisition of Yellowstone on October 6, 2014 and we completed the Beartooth Acquisition on November 1, 2014. We anticipate closing the still pending acquisitions in the fourth quarter of 2014.