Note 6 - Stockholders' Equity

3 Months Ended

Mar. 31, 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

three

months ending

March 31, 2019

and

2018,

we did

not

declare or pay any common stock or Class A common stock dividends.

On

January 2, 2019,

we issued

11.5

million shares of our common stock at a price of

$14.74

per share, the closing price for our common stock on the last trading day preceding the transaction, to certain former shareholders of Raycom as part of the total consideration paid for the Raycom Merger. We incurred transaction fees and expenses of approximately

$0.1

million related to the issuance of these shares that were recorded as a reduction of the balance outstanding of our common stock in our balance sheets.

In each of

March

and

November 2004,

the Board of Directors authorized the Company to repurchase up to

2.0

million shares of the Company's common stock and Class A common stock. In

March 2006,

this authorization was increased to an aggregate of

5.0

million shares (the

“2004

-

2006

Repurchase Authorization”). As of

March 31, 2019,

279,200

shares remain available for repurchase under this authorization, which has

no

expiration date. On

November 6, 2016,

the Board of Directors authorized the Company to purchase up to an additional

$75

million of our outstanding common stock prior to

December 31, 2019 (

the

“2016

Repurchase Authorization”). The

2016

Repurchase Authorization prohibits the Company from purchasing shares directly from the Company’s officers, directors, or the Gray Television, Inc. Capital Accumulation Plan (the

“401k

Plan”). As of

March 31, 2019,

$50

million remains available to purchase shares of our common stock under the

2016

Repurchase Authorization.

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

required to repurchase a minimum number of shares, and the repurchase authorizations

may

be modified, suspended or terminated at any time without prior notice.

Under our various employee benefit plans, we

may,

at our discretion, issue authorized and unissued shares, or previously issued shares held in treasury, of our common stock or Class A common stock. During the

three

months ended

March 31, 2019,

we issued

196,509

shares of our common stock, valued at

$4

million, to the qualifying participants in our

401

(k) plan for our discretionary profit sharing contribution for the year ended

December 31, 2018.

As of

March 31, 2019,

we had reserved

6,204,805

shares and

1,503,254

shares of our common stock and Class A common stock, respectively, for future issuance under various employee benefit plans.