Gray Television

Gray Television, Inc.

Formerly	Gray Communications Systems, Inc.
Type	Public
Traded as	NYSE: GTN NYSE: GTN.A Russell 2000 Component (GTN)
Industry	Broadcast television
Founded	1946 (1946)
Founder	James Gray
Headquarters	Atlanta, Georgia, United States
Area served	United States 56 Markets in 29 states Reach: 10.3%[1]
Key people	Hilton H Howell, Jr. (CEO)
Products	102 terrestrial TV stations[1]
Revenue	$882.7 million USD (2017)[2]
Operating income	$291.2 million USD (2017)
Net income	$269.1 million USD (2017)
Total assets	US$3.26 billion USD (2017)
Total equity	US$992.8 million USD (2017)
Number of employees	3,938 (2017)[2]
Website	www.gray.tv

Gray Television, Inc. is an American publicly traded television broadcasting company based in Atlanta, Georgia. Founded in 1946 by James Harrison Gray as Gray Communications Systems, the company owns or operates 102 stations across the United States, based primarily in small- and medium-sized markets.

In June 2018, Gray announced its intent to acquire Raycom Media, pending FCC approval.

History[edit]

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James H. Gray started his communication business with the purchase of The Albany Herald in 1946 after he returned from World War II. Gray launced WALB-TV in 1954. In the 1960s additional stations were purchased in Louisiana and Florida. First in 1960, the Florida station was WJHG-TV in Panama City. While in the late 1960s, KTVE was the Louisiana station.^[3][4]

In 1986 Gray died, leaving his 50.5% share of the stock in a trust for his children with stipulation that they run the business together, sell their stock with each other or sell out together.^[4] This caused difficulties as two of the three wanted to sell with the third unable to purchase. In 1991, to break the stalemate, the board of directors had the company purchase 25% of their shares.^[3][4]

Gray Communication Systems[edit]

The company was then taken public on NASDAQ's small-cap market in the 2nd quarter 1992. The price per share dropped to $8. The company put itself-or any part up-for sale by the end of 1992. While the board of directors received about 40 offers, Bull Run Corporation purchased the remaining shares of the Gray siblings, who as part of the deal resigned from the board.^[3][4]

New management was put in place at all three TV stations. Bull Run Corporation, primarily owned by J. Mack Robinson, decided to make Gray a Southeast regional media company, expanding its focus beyond the state of Georgia.^[4] Gray purchased two TV stations (WKYT-TV and WYMT) from the failed and government seized Kentucky Central Life Insurance Co. in September 1994 after a court challenge to the sale by Kentucky Central builder Garvie Kincaid.^[3]

In 1994 and 1995, Gray purchased two newspapers, the Rockdale Citizen (acquired May 31, 1994) and Gwinnett Post-Tribune (acquired January 1995; quickly renamed Gwinnett Daily Post) and seven advertising weeklies. In 1995, the company moved its stock listing to the New York Stock Exchange. By this time, Robinson, directly or through Bull Run, owned 44% of the company's stock. Gray had started to focus on its TV station segment over the newspaper holding while TV produced more income and the newspapers' income were declining. Just months after doubling the Daily Post's staff, one third were laid off and a quarter of The Albany Herald's staff followed in January 1996. Newspaper leaders resigned during this period-from the corporate president in late 1995 to the Citizens' editor and publisher.^[3]

In 1996, Gray added additional TV stations while entering additional communication industry segments. The company was considered in 1996 by Fortune magazine as the 81st fastest growing company, having a 48% percent growth rate. WRDW-TV was purchased in January 1996. In September 1996 a basket purchase from First American Media, Inc., Gray got two TV stations (WCTV-TV and WVLT-TV), Satellite and Production Business Services, which was renamed Lynqx Communications and PortaPhone paging business.^[3]

In August and September 1996, Gray raised additional operating funds by various means. On August 20, KTVE was sold for cash and accounts receivable. The company issued and sold Class B common stock (through a public offering), senior subordinated notes and preferred stock in September. Also, a new bank credit facility was arranged. This brought the company total to $534.5 million in available funds with $409.5 million directly available.^[3]

Also in September 1996, Ralph Gabbard, the newly named president and CEO, died from a heart attack at age 50. Robinson, Bull Run's chair, took over as interim CEO and president with Bull Run CEO Robert Prather as interim executive vice-president, acquisitions.^[3]

With its additional funds, Gray continued purchasing in 1997 with two announcements in January and February. The company bought Gulflink Communications, Inc., a transportable satellite uplink business based in Baton Rouge, Louisiana, in April 1997 to go along with Lynqx. With Raycom Media acquiring a station from AFLAC Broadcast Group, Inc. forcing them to sell WITN-TV to Gray, which was finalized on August 1, 1997. Gwinnett Daily Post increased circulation in 1997 through a deal with Genesis Cable Communications to provide the paper to its metro Atlanta subscribers at Genesis's expense.^[3]

In 1998, Gray started to expand beyond its Southeast region. As the company agreed to purchase the Busse Broadcasting Corporation, which owned KOLN, KGIN-TV and WEAU. Gray's ownership of a newspaper and TV station in Albany, Georgia while grandfathered was examined under Media cross-ownership in the United States rule of FCC due to this potential purchase.^[3] WALB was thus sold to Liberty Corp's Cosmos Broadcasting in August 1998.^[4][11]

In 2002, Robinson became Chairman and CEO, his son-in-law Hilton Howell vice chairman, Prather president/COO and Jim Ryan senior vice president. They had Gray purchase 14 Benedek Broadcasting stations while that company was in bankruptcy.^[12]

Gray Television[edit]

In 2006, the company spun off its five daily newspapers and wireless messaging business into the newly formed Triple Crown Media,^[4][13] later in 2010 is renamed Southern Community Newspapers.^[14] A new strategy of purchasing stations in college towns or capitals was put into place.^[12]

The company had overpaid for a pair of stations and was over leveraged like many other station groups entering the Great Recession. Advertising revenues dropped. The twin problems caused its shares to trade at its lowest at 16 cents in 2008, thus the NYSE indicated they might delist the company. Loan covenants could have forced the company into default.^[12] Robinson stepped down with Howell replacing him in 2008.^[12]

On July 30, 2009, Gray was awarded a contract to manage seven Young Broadcasting-owned stations. Through December 31, 2012, Gray would earn $2.2 million and an opportunity to earn additional specified incentive fees if certain performance targets were exceeded.^[15][16][17]

Prather left the company in 2013 and Howell took over the president title.^[12] On November 4, 2013, Gray Television announced that it would purchase Yellowstone Holdings for $23 million, adding local stations: KGNS-TV, KGWN, KCWY, and KCHY-LP.^[18] Three weeks later, on November 20, Gray announced it would purchase Hoak Media and Parker Broadcasting for $335 million, and North Dakota's Fox affiliate KNDX/KXND for $7.5 million. As part of the deal, stations KAQY, KHAS-TV, and KXJB, were proposed to be sold to Excalibur Broadcasting and operated by Gray under a "local marketing agreements".^[19] On December 19, it was announced that stations KREX-TV and WMBB would be sold to Nexstar Broadcasting Group, while KFQX would be sold to Mission Broadcasting.^[20] On March 25, 2014, Prime Cities Broadcasting, owner of KNDX/KXND, requested that the FCC dismiss the sale of KNDX/KXND to Excalibur.^[21]

The sale was completed on June 13, 2014. However, some stations were forced to go off the air and their programming was moved to a multicast stream on adjacent channels, due to some stations unable to receive regulatory approval, after the FCC's ruling on joint sales agreements. Those silent stations would then be sold off to minority interest, pending FCC approval.^[22][23]

On July 24, 2014, SJL Broadcasting announced that it would sell WJRT-TV and WTVG to Gray, for $128 million.^[24][25] The sale was completed on September 15.^[26]

In July 2015, Gray closed its accounting and human resources offices in Albany (housed in the same building as The Albany Herald), combining them with the corporate offices in Atlanta.^[4]

In September 2015, Gray announced that it would acquire the television and radio stations of Schurz Communications for $442.5 million.^[27][28] It also purchased KCRG-TV in Cedar Rapids, Iowa from the locally owned Gazette Company, who owned the station from its sign-on in 1953.^[29][30]

In January 2016, Gray Television opened a national news bureau in Washington, D.C., led by former APTV journalist Jacqueline Policastro. The bureau was designed to provide enhanced coverage of national political issues for Gray's local stations.^[31][32]

On May 13, 2016, Gray announced that it would acquire WDTV and WVFX in Clarksburg, West Virginia from Withers Broadcasting for $26.5 million.^[33] On June 3, 2016, it was announced that Gray would acquire two stations that were spun-off from the Nexstar-Media General merger; KWQC-TV in Davenport, Iowa and WBAY-TV in Green Bay, Wisconsin for $270 million.^[34][35] On February 16, 2017, Gray announced that it will acquire WABI-TV in Bangor, Maine and WCJB-TV in Gainesville, Florida from Diversified Communications for $85 million.^[36] On May 4, 2017, Gray announced its intent to acquire WCAX-TV in Burlington, Vermont from Mount Mansfield Television for $29 million.^[37][38]

In April 2017, Gray Television filed a lawsuit against Nick Prueher and Joe Pickett, founders of the Found Footage Festival, for fraud and copyright infringement, after having booked an appearance on the morning show of a Gray station as a fake strongman act, "Chop and Steele", and utilizing the footage during their show. The parties later agreed to a settlement.^[39][40]

Acquisition of Raycom Media[edit]

On June 25, 2018, Gray Television announced its intent to acquire Raycom Media for $3.65 billion, pending regulatory approval. The combined company will be led by Raycom's current president and CEO Pat LaPlatney, with current Gray CEO Hilton Howell acting as executive chairman and co-CEO. The acquisition, which Gray expects to close in late-2018, will give Gray 142 stations in 92 markets, making Gray the third-largest owner of television stations in the United States, with a total market share of 24%.^[41][42][43]

Although Gray foresaw that the acquisition would receive regulatory approval quickly, due to limited market overlap between the two companies and its still-relatively low total market reach post-acquisition. Gray will divest nine stations in markets where Gray and Raycom both already own stations, including WTNZ, WTOL, KXXV, WTXL, WFXG, KWES, WPGX, WSWG, and WDFX.^[43]

With the acquisition of Raycom Media, Gray will once again own its former flagship TV station, WALB.

Owned and operated television stations[edit]

Stations arranged alphabetically by state and by city of license.

Notes:

• (++) – Indicates a station previously owned by Benedek Broadcasting. All stations, except for KGWN/KSTF and KOSA, were acquired by Gray in 2002.
• (¤¤) – Indicates a station owned by Hoak Media prior to its acquisition by Gray in 2014.
• (§§) – Indicates a station owned by Schurz Communications prior to its acquisition by Gray in 2016.
• (♦♦) – Indicates a station owned by Diversified Communications prior to its acquisition by Gray in 2017.

Other Notes:

• ¹ Owned by Entravision Communications, Gray operates KDCU-DT under a joint sales agreement, with sister stations KWCH & KSCW.
• ² Owned by Branson Visitors TV; Gray holds a 50.1% interest in this company.

Former stations[edit]

Notes:

• ¹ Owned by Parker Broadcasting, Gray operated KAQY & KXJB under a shared services agreement, with sister stations KNOE & KVLY, respectively.
• ² Former flagship station
• ³ Owned by Schurz Communications, Gray operated KSPR/KGHZ under a shared services agreement from 2016 until the station's license cancellation in 2017.
• ⁴ Owned by Excalibur Broadcasting, Gray operated KJCT under a Local marketing agreement, with sister station, KKCO.
• ⁵ TV-3 Winchester was Winchester, Virginia's cable-only ABC affiliate. The station was a joint operation of WHSV-TV of Harrisonburg, Virginia, and Shenandoah University, and appeared on cable systems located only in the northern Shenandoah Valley counties. The channel was also simulcasted on WHSV-DT3.

Management of Young Broadcasting stations[edit]

On July 22, 2009, a New York bankruptcy judge approved a plan transferring ownership of Young Broadcasting and its stations to the company's secured lenders. The plan included Gray Television coming in as an outside party and advise on operations of Young-owned stations in seven markets through December 2012. The new Young Broadcasting still has final word on the stations' operations, including programming and personnel.^[15][17]

The Young-owned stations managed by Gray Television include:

• WKRN-TV in Nashville, Tennessee
• WTEN in Albany, New York and translator WCDC-TV in Adams, Massachusetts and a SSA with WXXA
• WRIC-TV in Richmond, Virginia
• WBAY-TV in Green Bay, Wisconsin
• KWQC-TV in Davenport, Iowa
• KELO-TV in Sioux Falls, South Dakota and its translators throughout South Dakota
• KLFY in Lafayette, Louisiana

Young Broadcasting would retain ownership of all of its stations, including three stations that Gray would not operate: KRON-TV in San Francisco, California, WATE-TV in Knoxville, Tennessee, and WLNS-TV in Lansing, Michigan, the latter two due to Gray already owning stations in those markets. Gray considered the possibility of purchasing the Young stations if they go on the market.^[44]

The agreement ended without any further extensions on December 31, 2012, and Young agreed to a merger with Media General in mid-2013. Gray would eventually buy KWQC and WBAY when Nexstar Broadcasting Group acquired Media General in 2017.^[34][35]

Washington News Bureau[edit]

By January 20, 2016, Gray had set up their Washington News Bureau by Jacqueline Policastro to enable stations to get interviews with US Senators and Representatives serving their communities. The bureau cooperates with Lilly News DC Bureau, previously started by Policastro, and is located at the NBC News Capitol Hill Bureau, 400 N Capitol Street.^[32]

References[edit]

External links[edit]

• Official website
• Gray DC Bureau