1.	Description of Business and Summary of Significant Accounting Policies

Description of Business.

We are a television broadcast company headquartered in Atlanta, Georgia. Upon the completion of the Raycom Merger on

January 2, 2019,

we have become

one

of the largest owners of top-rated local television stations and digital assets in the United States. Currently, we own and operate television stations in

television markets broadcasting almost

400

separate program streams including nearly

150

affiliates of the ABC Network (“ABC”), the NBC Network (“NBC”), the CBS Network (“CBS”) and the FOX Network (“FOX”). We refer to these major broadcast networks

collectively as the “Big Four” networks. Our television stations ranked

first

second

among all local television stations in

of our

markets between

December 2017

and

November 2018.

Our station portfolio reaches approximately

24%

of total United States television households. We also own video program production, marketing, and digital businesses including Raycom Sports, Tupelo-Raycom, and RTM Studios, the producer of PowerNation programs and content.

Restricted Cash.

As of

December 31, 2018

our wholly owned subsidiary, Gray Escrow, Inc., held the cash proceeds from and interest earned on the proceeds of our

2027

Notes offering in escrow. We presented this escrow account as restricted cash on our balance sheets. On

January 2, 2019,

these proceeds were released from escrow and used to fund a portion of the cash consideration paid to complete the Raycom Merger.

Investments in Broadcasting and Technology Companies.

We have an investment in Sarkes Tarzian, Inc. (“Tarzian”) whose principal business is the ownership and operation of

two

television stations. As of

June 30, 2018,

the most recent period for which we have Tarzian’s financial statements, our investment represented

32.4%

of the total outstanding common stock of Tarzian (both in terms of the number of shares of common stock outstanding and in terms of voting rights), but such investment represented

67.9%

of the equity of Tarzian for purposes of dividends, if paid, as well as distributions in the event of any liquidation, dissolution or other sale of Tarzian. We have

commitment to fund the operations of Tarzian nor do we have any representation on Tarzian’s board of directors or any other influence over Tarzian’s management.

2016,

we made a

$3.0

million strategic equity investment in Syncbak, a technology company that replicates over-the-air broadcasts for delivery over-the-top of the Internet. This investment does

not

represent a controlling interest in Syncbak, nor are we committed to fund Syncbak’s operations. One member of our senior management holds a seat on Syncbak’s board of directors. We do

not

believe that we have significant influence over management or operations.

Each of these equity investments do

not

have readily determinable fair values. We have applied the measurement alternative as defined in the FASB’s ASU

2016

–

Financial Instruments - Overall

(Subtopic

825

Recognition and Measurement of Financial Assets and Financial Liabilities

. These investments are reported together as a non-current asset on our balance sheets.

Trade and Barter Transactions

We account for trade transactions involving the exchange of tangible goods or services with our customers as revenue. The revenue is recorded at the time the advertisement is broadcast and the expense is recorded at the time the goods or services are used. The revenue and expense associated with these transactions is based on the fair value of the assets or services involved in the transaction. Trade revenue and expense recognized for the years ended

December 31, 2018,

2017

and

2016

were as follows (amounts in thousands):

	Year Ended December 31,
	2018			2017			2016
Trade revenue	$	2,897		$	1,832		$	2,069
Trade expense		(3,012	)		(1,863	)		(1,997	)
Net trade (loss) income	$	(115	)	$	(31	)	$	72

We do

not

account for barter revenue and related barter expense generated from network or syndicated programming as such amounts are

not

material. Furthermore, any such barter revenue recognized would then require the recognition of an equal amount of barter expense. The recognition of these amounts would

not

have a material effect upon net income.

Advertising Expense.

Our advertising expense was

$1.2

million,

$1.6

million and

$1.5

million for the years ended

December 31, 2018,

2017

and

2016,

respectively. We record as expense all advertising expenditures as they are incurred.

Use of Estimates.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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 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.

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 recorded expenses for this allowance of

$2.2

million,

$2.4

million and

$1.9

million for the years ended

December 31, 2018,

2017

and

2016,

respectively. We generally write off accounts receivable balances when the customer files for bankruptcy or when all commonly used methods of collection have been exhausted.

Program Broadcast Rights.

We have

two

types of syndicated television program contracts:

first

run programs and off network reruns. First run programs are programs such as

Wheel of Fortune

and off network reruns are programs such as

Seinfeld

. First run programs have

not

been produced at the time the contract to air such programming is signed, and off network rerun programs have already been produced. We record an asset and corresponding liability for payments to be made only for the current year of

first

run programming and for the entire contract period for off network programming. Only an estimate of the payments anticipated to be made in the year following the balance sheet date of

first

run program contracts are recorded on the current balance sheet, because the programs for the later years of the contract period have

not

been produced or delivered.

The total license fee payable under a program license agreement allowing us to broadcast programs is recorded at the beginning of the license period and is charged to operating expense over the period that the programs are broadcast. The portion of the unamortized balance expected to be charged to operating expense in the succeeding year is classified as a current asset, with the remainder classified as a non-current asset. The liability for license fees payable under program license agreements is classified as current or long-term, in accordance with the payment terms of the various license agreements.

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 thousands):

							Estimated
	December 31,						Useful Lives
	2018			2017			(in years)
Property and equipment:
Land	$	52,511		$	50,458
Buildings and improvements		166,200			156,924			7	to	40
Equipment		547,707			511,878			3	to	20
		766,418			719,260
Accumulated depreciation		(403,276	)		(368,602	)
Total property and equipment, net	$	363,142		$	350,658

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 gain or loss is reflected in income or expense for the period.

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

$1.75

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. As of

December 31, 2018,

of our current full power stations and

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 consolidated statements of operations and purchases of property and equipment included in our consolidated statements of cash flows (in thousands):

	Year ended December 31,
	2018			2017			2016
Gain (loss) on disposal of assets, net:
Proceeds from sale of assets	$	8,967		$	90,927		$	44,234
Proceeds from Repack		14,217			84			-
Net book value of assets disposed		(6,779	)		(16,811	)		(44,563	)
Total	$	16,405		$	74,200		$	(329	)

Purchase of property and equipment:
Recurring purchases - operations	$	40,983		$	31,692		$	43,604
Repack		27,081			2,824			-
Repack related		1,911			-			-
Total	$	69,975		$	34,516		$	43,604

Deferred Loan Costs.

Loan acquisition costs are amortized over the life of the applicable indebtedness using a straight-line method that approximates the effective interest method. These debt issuance costs related to a recognized debt liability are presented in our balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Debt issuance costs associated with line-of-credit arrangements are presented as an asset, and amortized over the life of the line-of-credit arrangement.

Asset Retirement Obligations.

We own office equipment, broadcasting equipment, leasehold improvements and transmission towers, some of which are located on, or are housed in, leased property or facilities. At the conclusion of several of these leases we are obligated to dismantle, remove and otherwise properly dispose of and remediate the facility or property. We estimate our asset retirement obligations based upon the net present value of the cash flows of the costs expected to be incurred. Asset retirement obligations are recognized as a non-current liability and as a component of the cost of the related asset. Changes to our asset retirement obligations resulting from revisions to the timing or the amount of the original undiscounted cash flow estimates are recognized as an increase or decrease in the carrying amount of the asset retirement obligation and the related asset retirement cost is capitalized as part of the related property, plant or equipment. Changes in asset retirement obligations resulting from accretion of the net present value of the estimated cash flows are recognized as operating expenses. We recognize depreciation expense of the capitalized cost over the estimated life of the lease. Our estimated obligations are due at varying times through

2062.

The liability recognized for our asset retirement obligations was approximately

$1.0

million and

$1.1

million as of

December 31, 2018

and

2017,

respectively. During the years ended

December 31, 2018,

2017

and

2016,

we recorded expenses of

$54,000,

$71,000

and

$15,000,

respectively, related to our asset retirement obligations.

Concentration of Credit Risk

We sell advertising air-time on our broadcasts and advertising space on our websites to national and local advertisers within the geographic areas in which we operate. Credit is extended based on an evaluation of the customer’s financial condition, and generally advance payment is

not

required, except for political advertising. Credit losses are provided for in the financial statements and consistently have been within our expectations that are based upon our prior experience.

Excluding political advertising revenue, which is cyclical based on election cycles, our most significant category of customer is automotive. During the years ended

December 31, 2018

and

2017

and

2016

approximately

25%,

25%

and

22%,

respectively, of our broadcast advertising revenue was obtained from advertising sales to automotive customers. Although our revenues can be affected by changes within in our customer base, we believe this risk is in part mitigated due to the fact that

one

customer accounted for in excess of

of our broadcast advertising revenue in any of these periods. Furthermore, we believe that our large geographic operating area partially mitigates the potential effect of regional economic impacts.

arnings 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 years ended

December 31, 2018,

2017

and

2016

(in thousands):

	Year Ended December 31,
	2018		2017		2016
Weighted-average shares outstanding, basic		88,084		73,061		71,848
Weighted-average shares underlying stock options and restricted shares		694		775		916
Weighted-average shares outstanding, diluted		88,778		73,836		72,764

Valuation of Broadcast Licenses, Goodwill and Other Intangible Assets

We have acquired a significant portion of our assets in acquisition transactions. Among the assets acquired in these transactions were broadcast licenses issued by the FCC, goodwill and other intangible assets.

For broadcast licenses acquired prior to

January 1, 2002,

we recorded their respective values using a residual method (analogous to “goodwill”) where the excess of the purchase price paid in the acquisition over the fair value of all identified tangible and intangible assets acquired was attributed to the broadcast license. This residual basis approach generally produces higher valuations of broadcast licenses when compared to applying an income method as discussed below.

For broadcast licenses acquired after

December 31, 2001,

we record their respective values using an income approach. Under this approach, a broadcast license is valued based on analyzing the estimated after-tax discounted future cash flows of the acquired station, assuming an initial hypothetical start-up operation maturing into an average performing station in a specific television market and giving consideration to other relevant factors such as the technical qualities of the broadcast license and the number of competing broadcast licenses within that market. For television stations acquired after

December 31, 2001,

we allocate the residual value of the station to goodwill.

When renewing broadcast licenses, we incur regulatory filing fees and legal fees. We expense these fees as they are incurred.

Other intangible assets that we have acquired include network affiliation agreements, retransmission agreements, advertising contracts, client lists, talent contracts and leases. Although each of our stations is affiliated with at least

one

broadcast network, we believe that the value of a television station is derived primarily from the attributes of its broadcast license rather than its network affiliation agreement. As a result, we allocate only minimal values to our network affiliation agreements. We classify our other intangible assets as finite-lived intangible assets. The amortization period of our other intangible assets is equal to the shorter of their estimated useful life or contract period, including expected extensions thereof. When renewing other intangible asset contracts, we incur legal fees that are expensed as incurred.

Impairment Testing of Indefinite-Lived Intangible Assets.

We test for impairment of our indefinite-lived intangible assets on an annual basis on

December 31.

However, if certain triggering events occur, we test for impairment when such events occur.

For purposes of testing goodwill for impairment, each of our individual television markets is considered a separate reporting unit. In the performance of our annual assessment of goodwill for impairment, we have the option to qualitatively assess whether it is more likely than

not

a reporting unit has been impaired. As part of this qualitative assessment we evaluate the relative impact of factors that are specific to the reporting units as well as industry, regulatory, and macroeconomic factors that could affect the significant inputs used to determine the fair value of the assets. We also consider the significance of the excess fair value over the carrying value reflected in prior quantitative assessments and the changes to the reporting units’ carrying value since the last impairment test.

If we conclude that it is more likely than

not

that a reporting unit is impaired, or if we elect

not

to perform the optional qualitative assessment, we will determine the fair value of the reporting unit and compare to the net book value of the reporting unit. If the fair value is less than the net book value, we will record an impairment to goodwill for the amount of the difference. If the estimated fair value of the reporting unit does

not

exceed the recorded value of that reporting unit’s net assets, we then perform, on a notional basis, a purchase price allocation by allocating the reporting unit’s fair value to the fair value of all tangible and identifiable intangible assets with residual fair value representing the implied fair value of goodwill of that reporting unit. The recorded value of goodwill for the reporting unit is then written down to this implied value.

To estimate the fair value of our reporting units for a quantitative assessment, we utilize a discounted cash flow model supported by a market multiple approach. We believe that a discounted cash flow analysis is the most appropriate methodology to test the recorded value of long-term assets with a demonstrated long-lived/enduring franchise value. We believe the results of the discounted cash flow and market multiple approaches provide reasonable estimates of the fair value of our reporting units because these approaches are based on our actual results and reasonable estimates of future performance, and also take into consideration a number of other factors deemed relevant by us including, but

not

limited to, expected future market revenue growth, market revenue shares and operating profit margins. We have historically used these approaches in determining the value of our reporting units. We also consider a market multiple approach to corroborate our discounted cash flow analysis. We believe that this methodology is consistent with the approach that a strategic market participant would utilize if they were to value

one

of our television stations.

In the performance of our annual assessment of broadcast licenses for impairment we have the option to qualitatively assess whether it is more likely than

not

that these assets are impaired. When evaluating our broadcast licenses for impairment, the qualitative assessment is done at the individual television station level. If we conclude that it is more likely than

not

that

one

of our broadcast licenses is impaired, we will perform a quantitative assessment by comparing the fair value of the broadcast license to its carrying value. If the fair value is greater than the asset’s recorded value,

impairment expense is recorded. If the fair value does

not

exceed the asset’s recorded value, we record an impairment expense equal to the amount that the asset’s recorded value exceeded the asset’s fair value. We use the income method to estimate the fair value of all broadcast licenses irrespective of whether they were initially recorded using the residual or income methods.

For further discussion of our goodwill, broadcast licenses and other intangible assets, see Note

“Goodwill and Intangible Assets.”

Accumulated Other Comprehensive Loss.

Our accumulated other comprehensive loss balances as of

December 31, 2018

and

2017

consist of adjustments to our pension liabilities net of related income tax benefits as follows (in thousands):

	December 31,
	2018			2017
Accumulated balances of items included in accumulated other comprehensive loss:
Increase in pension liability	$	(35,280	)	$	(36,336	)
Income tax benefit		(13,903	)		(14,171	)
Accumulated other comprehensive loss	$	(21,377	)	$	(22,165	)

Recent Accounting Pronouncements.

February 2018,

the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2018

02,

Income Statement - Reporting Comprehensive Income

(Topic

220

) –

Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

. ASU

2018

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. The standard is effective for fiscal years beginning after

December 15, 2018,

including interim periods within those fiscal years. We do

not

expect that the adoption of this standard will have a material impact on our financial statements.

January 2017,

the FASB issued ASU

2017

04,

Intangibles – Goodwill and Other

(Topic

350

) –

Simplifying the Test for Goodwill Impairment

. ASU

2017

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

from the goodwill impairment test. Step

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.

Adoption of Accounting Standards and Reclassifications

January 2016,

the FASB issued ASU

2016

–

Financial Instruments - Overall

(Subtopic

825

Recognition and Measurement of Financial Assets and Financial Liabilities

. ASU

2016

amends the guidance in U.S. GAAP regarding the classification and measurement of financial instruments. This ASU significantly revises an entity’s accounting related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. ASU

2016

requires equity investments previously measured at cost to be measured at fair value with changes in fair value recognized in net income. However, equity investments without a readily determinable fair value

may

be measured using a prescribed measurement alternative that reflects current fair value with changes in the current fair value recognized in net income and includes a qualitative evaluation of impairment. In

February 2018,

the FASB issued ASU

2018

–

Technical Corrections and Improvements to Financial Instruments-Overall (Subtopic

825

), Recognition and Measurement of Financial Assets and Financial Liabilities.

ASU

2018

clarifies certain aspects of the guidance issued in ASU

2016

01.

ASU

2018

is effective for interim periods beginning after

June 15, 2018.

We adopted the amendments in both updates concurrently beginning in the

first

quarter of

2018.

We currently have equity investments in the television broadcasting industry that do

not

have readily determinable fair values. We have applied the measurement alternative as defined in the amendments. These investments are reported together as a non-current asset on our balance sheets. Accordingly, the adoption of this standard did

not

have a material impact on our financial statements. We evaluate these investments on an interim basis for impairment.

February 2016,

the FASB issued ASU

2016

–

Leases

(Topic

842

). ASU

2016

superseded 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 provides the option of applying the requirements of the new lease standard in the period of adoption with

restatement of comparative periods. Under this method, the cumulative effect, if any, of applying the guidance will be recorded in the opening balance of retained earnings. We intend to use this transition method in the adoption of this standard. We have completed the review of our contractual obligations and assessed our internal controls to comply with the requirements of this standard. On

January 1, 2019,

we adopted this standard and our total assets and liabilities as presented in our financial statements increased by approximately

$19.9

million. In addition, we are currently in the process of applying this standard to the contractual obligations that we acquired through our recent Raycom Merger transaction. Due to the proximity of the closing dates of the Raycom Merger to the the filing date of this annual report, we are unable to present a preliminary estimate of the impact on our total assets and liabilities that will result from the implementation of this standard to those acquired contractual obligations.