##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (Mark one)
 þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended March 31, 2011 or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to  .
 Commission file number: 1-13796
 Gray Television, Inc.
  Georgia
    
    58-0285030(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification Number)4370 Peachtree Road, NE, Atlanta, Georgia
    
    30319(Address of principal executive offices)
    
    (Zip code)
 (404) 504-9828
 Not Applicable
 þ o
 o o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(do not check if a smaller reporting company)
Smaller Reporting Company o o þ
  Common Stock (No Par Value)
    
    Class A Common Stock (No Par Value)51,394,928 shares outstanding as of May 8, 2011
    
    5,753,020 shares outstanding as of May 8, 2011




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##### 



INDEX
 GRAY TELEVISION, INC.
 PAGEPART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsCondensed consolidated balance sheets (Unaudited)   March
31, 2011 and December 31, 2010
    
    
    3Condensed consolidated statements of operations (Unaudited) 
three months ended March 31, 2011 and 2010
    
    
    5Condensed consolidated statement of stockholders equity and
comprehensive income (Unaudited)  three months
ended March 31, 2011
    
    
    6Condensed consolidated statements of cash flows (Unaudited) 
three months ended March 31, 2011 and 2010
    
    
    7Notes to condensed consolidated financial statements
(Unaudited) 
March 31, 2011
    
    
    8Item 2.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    18Item 3.
    
    Quantitative and Qualitative Disclosure About Market Risk
    
    
    24Item 4.
    
    Controls and Procedures
    
    
    24PART II.
    
    OTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    
    25Item 6.
    
    Exhibits
    
    
    25SIGNATURES
    
    
    
    
    26EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 GRAY
TELEVISION, INC.  CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
 March 31,
    
    
    December 31,2011
    
    
    2010Assets:Current assets:Cash
    
    $
    9,772
    
    
    $
    5,431Accounts receivable, less allowance for doubtful accounts
of $916 and $1,051, respectively
    
    
    58,084
    
    
    
    64,487Current portion of program broadcast rights, net
    
    
    6,340
    
    
    
    9,815Deferred tax asset
    
    
    2,565
    
    
    
    2,565Prepaid and other current assets
    
    
    3,996
    
    
    
    2,393Total current assets
    
    
    80,757
    
    
    
    84,691Property and equipment, net
    
    
    139,345
    
    
    
    137,148Deferred loan costs, net
    
    
    11,615
    
    
    
    12,334Broadcast licenses
    
    
    818,981
    
    
    
    818,981Goodwill
    
    
    170,522
    
    
    
    170,522Other intangible assets, net
    
    
    803
    
    
    
    837Investment in broadcasting company
    
    
    13,599
    
    
    
    13,599Other
    
    
    3,962
    
    
    
    4,181Total assets
    
    $
    1,239,584
    
    
    $
    1,242,293
 See notes to condensed consolidated financial statements.
 3




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##### Table of Contents



GRAY
TELEVISION, INC.  CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
 March 31,
    
    
    December 31,2011
    
    
    2010Liabilities and stockholders equity:Current liabilities:Accounts payable
    
    $
    2,592
    
    
    $
    5,609Employee compensation and benefits
    
    
    10,641
    
    
    
    12,362Accrued interest
    
    
    17,378
    
    
    
    7,831Other accrued expenses
    
    
    4,212
    
    
    
    4,201Federal and state income taxes
    
    
    4,498
    
    
    
    3,802Current portion of program broadcast obligations
    
    
    11,426
    
    
    
    14,822Acquisition related liabilities
    
    
    814
    
    
    
    899Deferred revenue
    
    
    4,686
    
    
    
    4,197Current portion of long-term debt
    
    
    4,823
    
    
    
    4,823Total current liabilities
    
    
    61,070
    
    
    
    58,546Long-term debt, less current portion
    
    
    821,013
    
    
    
    821,881Program broadcast obligations, less current portion
    
    
    1,220
    
    
    
    1,358Deferred income taxes
    
    
    155,821
    
    
    
    157,929Long-term deferred revenue
    
    
    1,516
    
    
    
    1,754Long-term accrued dividends
    
    
    15,788
    
    
    
    14,118Accrued pension costs
    
    
    19,866
    
    
    
    18,624Other
    
    
    1,413
    
    
    
    1,495Total liabilities
    
    
    1,077,707
    
    
    
    1,075,705Commitments and contingencies (Note 8)Preferred stock, no par value; cumulative; redeemable;
designated 1.00 shares, issued and outstanding 0.39 shares
($39,307 aggregate liquidation value)
    
    
    37,299
    
    
    
    37,181Stockholders equity:Common stock, no par value; authorized 100,000 shares,
issued 56,048 shares and 56,043 shares, respectively
    
    
    479,747
    
    
    
    479,704Class A common stock, no par value; authorized 15,000 shares,
issued 7,332 shares
    
    
    15,321
    
    
    
    15,321Accumulated deficit
    
    
    (299,989
    )
    
    
    (295,117
    )Accumulated other comprehensive loss, net of income tax benefit
    
    
    (7,988
    )
    
    
    (7,988
    )187,091
    
    
    
    191,920Treasury stock at cost, common stock, 4,655 shares
    
    
    (40,115
    )
    
    
    (40,115
    )Treasury stock at cost, Class A common stock, 1,579 shares
    
    
    (22,398
    )
    
    
    (22,398
    )Total stockholders equity
    
    
    124,578
    
    
    
    129,407Total liabilities and stockholders equity
    
    $
    1,239,584
    
    
    $
    1,242,293
 See notes to condensed consolidated financial statements.
 4




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##### Table of Contents



GRAY TELEVISION, INC.  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
 Three Months EndedMarch 31,2011
    
    
    2010Revenue (less agency commissions)
    
    $
    69,742
    
    
    $
    70,482Operating expenses before depreciation,
amortization and gain on disposal of assets, net:Broadcast
    
    
    48,179
    
    
    
    47,567Corporate and administrative
    
    
    3,038
    
    
    
    2,922Depreciation
    
    
    6,998
    
    
    
    7,975Amortization of intangible assets
    
    
    34
    
    
    
    122Gain on disposal of assets, net
    
    
    (13
    )
    
    
    (44
    )58,236
    
    
    
    58,542Operating income
    
    
    11,506
    
    
    
    11,940Other income (expense):Miscellaneous income, net
    
    
    
    
    
    
    39Interest expense
    
    
    (16,000
    )
    
    
    (19,611
    )Loss from early extinguishment of debt
    
    
    
    
    
    
    (349
    )Loss before income taxes
    
    
    (4,494
    )
    
    
    (7,981
    )Income tax benefit
    
    
    (1,411
    )
    
    
    (3,238
    )Net loss
    
    
    (3,083
    )
    
    
    (4,743
    )Preferred stock dividends (includes accretion of issuance cost
of $118 and $301, respectively)
    
    
    1,789
    
    
    
    4,551Net loss available to common stockholders
    
    $
    (4,872
    )
    
    $
    (9,294
    )Basic and diluted per share information:Net loss available to common stockholders
    
    $
    (0.09
    )
    
    $
    (0.19
    )Weighted average shares outstanding
    
    
    57,112
    
    
    
    48,565Dividends declared per common share
    
    $
    
    
    
    $
    
 See notes to condensed consolidated financial statements.
 5




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##### Table of Contents



GRAY
TELEVISION, INC.  CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY AND
COMPREHENSIVE LOSS (Unaudited)
 AccumulatedClass A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Class A
    
    
    Common
    
    
    OtherCommon Stock
    
    
    Common Stock
    
    
    Accumulated
    
    
    Treasury Stock
    
    
    Treasury Stock
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Deficit
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Loss
    
    TotalBalance at December 31, 2010
    
    
    7,331,574
    
    
    $
    15,321
    
    
    
    56,043,317
    
    
    $
    479,704
    
    
    $
    (295,117
    )
    
    
    (1,578,554
    )
    
    $
    (22,398
    )
    
    
    (4,654,750
    )
    
    $
    (40,115
    )
    
    $
    (7,988
    )
    
    $
    129,407Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,083
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,083
    )Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,789
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,789
    )Issuance of common stock:401(k) plan
    
    
    
    
    
    
    
    
    
    
    4,417
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9Share-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34Balance at March 31, 2011
    
    
    7,331,574
    
    
    $
    15,321
    
    
    
    56,047,734
    
    
    $
    479,747
    
    
    $
    (299,989
    )
    
    
    (1,578,554
    )
    
    $
    (22,398
    )
    
    
    (4,654,750
    )
    
    $
    (40,115
    )
    
    $
    (7,988
    )
    
    $
    124,578
 See notes to condensed consolidated financial statements.
 6




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##### Table of Contents



GRAY
TELEVISION, INC.  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 Three Months EndedMarch 31,2011
    
    
    2010Operating activitiesNet loss
    
    $
    (3,083
    )
    
    $
    (4,743
    )Adjustments to reconcile net loss to net cash
provided by operating activities:Depreciation
    
    
    6,998
    
    
    
    7,975Amortization of intangible assets
    
    
    34
    
    
    
    122Amortization of deferred loan costs
    
    
    718
    
    
    
    81Amortization of Notes original issue discount
    
    
    338
    
    
    
    Amortization of restricted stock awards
    
    
    34
    
    
    
    58Amortization of stock option awards
    
    
    
    
    
    
    97Loss from early extinguishment of debt
    
    
    
    
    
    
    349Accrual of long-term facility fee
    
    
    
    
    
    
    5,938Amortization of program broadcast rights
    
    
    3,833
    
    
    
    3,853Payments on program broadcast obligations
    
    
    (3,794
    )
    
    
    (3,875
    )Common stock contributed to 401(k) plan
    
    
    8
    
    
    
    7Deferred income taxes
    
    
    (1,411
    )
    
    
    (3,458
    )Gain on disposal of assets, net
    
    
    (13
    )
    
    
    (44
    )Other
    
    
    966
    
    
    
    (269
    )Changes in operating assets and liabilities:Receivables and other current assets
    
    
    4,925
    
    
    
    3,084Accounts payable and other current liabilities
    
    
    (4,240
    )
    
    
    (1,322
    )Accrued interest
    
    
    9,547
    
    
    
    (867
    )Net cash provided by operating activities
    
    
    14,860
    
    
    
    6,986Investing activitiesPurchases of property and equipment
    
    
    (9,198
    )
    
    
    (2,888
    )Proceeds from asset sales
    
    
    17
    
    
    
    11Equipment transactions related to spectrum reallocation, net
    
    
    
    
    
    
    (106
    )Payments on acquisition related liabilities
    
    
    (127
    )
    
    
    (162
    )Other
    
    
    (5
    )
    
    
    (40
    )Net cash used in investing activities
    
    
    (9,313
    )
    
    
    (3,185
    )Financing activitiesRepayments of borrowings on long-term debt
    
    
    (1,206
    )
    
    
    (2,020
    )Deferred loan costs
    
    
    
    
    
    
    (4,117
    )Net cash used in financing activities
    
    
    (1,206
    )
    
    
    (6,137
    )Net increase (decrease) in cash
    
    
    4,341
    
    
    
    (2,336
    )Cash at beginning of period
    
    
    5,431
    
    
    
    16,000Cash at end of period
    
    $
    9,772
    
    
    $
    13,664
 See notes to condensed consolidated financial statements.
 7




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GRAY
TELEVISION, INC.  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 1. Basis of Presentation
  Seasonality
  Use of Estimates
  Earnings Per Share
  Three Months EndedMarch 31,2011
    
    2010Weighted-average shares outstanding-basic
    
    
    57,112
    
    
    
    48,565Stock options and restricted stock
    
    
    
    
    
    
    Weighted-average shares outstanding-diluted
    
    
    57,112
    
    
    
    48,565
 8




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##### Table of Contents



Three Months EndedMarch 31,2011
    
    2010Potentially dilutive common shares outstanding at end of period:Employee stock options
    
    
    1,004
    
    
    
    1,383Unvested restricted stock
    
    
    33
    
    
    
    66Total
    
    
    1,037
    
    
    
    1,449
 Accumulated Other Comprehensive Loss
  March 31,
    
    
    December 31,2011
    
    
    2010Accumulated balances of items included in accumulated other comprehensive loss:Pension liability adjustments, net of income tax
    
    $
    (7,988
    )
    
    $
    (7,988
    )Accumulated other comprehensive loss
    
    $
    (7,988
    )
    
    $
    (7,988
    )
 9




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##### Table of Contents



Three Months Ended March 31,2011
    
    
    2010Net loss
    
    $
    (3,083
    )
    
    $
    (4,743
    )Gain on derivatives, net of income tax
    
    
    
    
    
    
    3,651Comprehensive loss
    
    $
    (3,083
    )
    
    $
    (1,092
    )
 Property and Equipment
  March 31,
    
    
    December 31,2011
    
    
    2010Property and equipment:Land
    
    $
    23,406
    
    
    $
    23,397Buildings and improvements
    
    
    52,506
    
    
    
    51,773Equipment
    
    
    307,780
    
    
    
    299,915383,692
    
    
    
    375,085Accumulated depreciation
    
    
    (244,347
    )
    
    
    (237,937
    )Total property and equipment, net
    
    $
    139,345
    
    
    $
    137,148
  Allowance for Doubtful Accounts
  Recent Accounting Pronouncements
  10




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##### Table of Contents



2. Long-term Debt
 1 2
 March 31,
    
    
    December 31,2011
    
    
    2010Long-term debt including current portion:Senior credit facility
    
    $
    466,585
    
    
    $
    467,791101/2% senior secured second lien notes at liquidation value
    
    
    365,000
    
    
    
    365,000Total long-term debt including current portion at liquidation value
    
    
    831,585
    
    
    
    832,791Less unamortized discount on 101/2% senior secured second lien notes
    
    
    (5,749
    )
    
    
    (6,087
    )Total long-term debt at recorded value
    
    $
    825,836
    
    
    $
    826,704Borrowing availability under our senior credit facility
    
    $
    40,000
    
    
    $
    40,000
     3. Derivatives
 Risk Management Objective of Using Derivatives
  
    
    managing current and forecasted interest rate risk while maintaining financial
flexibility and solvency;
    
    proactively managing our cost of capital to ensure that we can effectively manage
operations and execute our business strategy, thereby maintaining a competitive
advantage and enhancing shareholder value; and
    
    complying with applicable covenant requirements and restrictions.
 11




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Cash Flow Hedges of Interest Rate Risk
         12




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##### Table of Contents



Cash Flow HedgingRelationships for the ThreeMonths Ended March 31,2011
    
    
    2010Interest rate swap agreements:Liability at beginning of period
    
    $
    
    
    
    $
    (6,344
    )Effective portion of gains recognized in
other comprehensive loss
    
    
    
    
    
    
    12,093Effective portion of losses recorded in accumulated other
comprehensive loss and reclassified into interest expense
    
    
    
    
    
    
    (6,109
    )Liability at end of period
    
    $
    
    
    
    $
    (360
    )
  4. Fair Value Measurement
  13




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Non-Recurring Fair Value Measurements
  Non-Recurring Fair Value Measurements
 Impairment Lossfor the Three Months EndedAs of March 31, 2011
    
    
    March 31,Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total
    
    
    2011
    
    
    2010Assets:Property and equipment, net
    
    $
    
    
    
    $
    
    
    
    $
    139,345
    
    
    $
    139,345
    
    
    $
    
    
    
    $
    Program broadcast rights
    
    
    
    
    
    
    
    
    
    
    7,147
    
    
    
    7,147
    
    
    
    179
    
    
    
    69Investment in broadcasting
company
    
    
    
    
    
    
    
    
    
    
    13,599
    
    
    
    13,599
    
    
    
    
    
    
    
    Broadcast licenses
    
    
    
    
    
    
    
    
    
    
    818,981
    
    
    
    818,981
    
    
    
    
    
    
    
    Goodwill
    
    
    
    
    
    
    
    
    
    
    170,522
    
    
    
    170,522
    
    
    
    
    
    
    
    Other intangible assets, net
    
    
    
    
    
    
    
    
    
    
    803
    
    
    
    803
    
    
    
    
    
    
    
    Total
    
    $
    
    
    
    $
    
    
    
    $
    1,150,397
    
    
    $
    1,150,397
    
    
    $
    179
    
    
    $
    69
 As of December 31, 2010Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssets:Property and equipment, net
    
    $
    
    
    
    $
    
    
    
    $
    137,148
    
    
    $
    137,148Program broadcast rights
    
    
    
    
    
    
    
    
    
    
    10,721
    
    
    
    10,721Investment in broadcasting
company
    
    
    
    
    
    
    
    
    
    
    13,599
    
    
    
    13,599Broadcast licenses
    
    
    
    
    
    
    
    
    
    
    818,981
    
    
    
    818,981Goodwill
    
    
    
    
    
    
    
    
    
    
    170,522
    
    
    
    170,522Other intangible assets, net
    
    
    
    
    
    
    
    
    
    
    837
    
    
    
    837Total
    
    $
    
    
    
    $
    
    
    
    $
    1,151,808
    
    
    $
    1,151,808
  Fair Value of Other Financial Instruments
  14




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5. Preferred Stock
     6. Retirement Plans
  Three Months Ended March 31,2011
    
    
    2010Service cost
    
    $
    1,066
    
    
    $
    884Interest cost
    
    
    753
    
    
    
    640Expected return on plan assets
    
    
    (616
    )
    
    
    (478
    )Loss amortization
    
    
    154
    
    
    
    249Net periodic benefit cost
    
    $
    1,357
    
    
    $
    1,295
 15




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7. Stock-based Compensation
  Three Months Ended March 31,2011
    
    
    2010Stock-based compensation expense, gross
    
    $
    34
    
    
    $
    155Income tax benefit at our statutory rate associated
with stock-based compensation
    
    
    (13
    )
    
    
    (60
    )Stock-based compensation expense, net
    
    $
    21
    
    
    $
    95
 Long-term Incentive Plan
  Three Months EndedMarch 31, 2011
    
    
    March 31, 2010Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    AverageOptions
    
    
    Exercise Price
    
    
    Options
    
    
    Exercise PriceCommon stock:Stock options outstanding 
beginning of period
    
    
    1,005
    
    
    $
    7.51
    
    
    
    1,476
    
    
    $
    8.28Options granted
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Options exercised
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Options expired
    
    
    
    
    
    $
    
    
    
    
    (34
    )
    
    $
    12.78Options forfeited
    
    
    (1
    )
    
    $
    8.61
    
    
    
    (59
    )
    
    $
    11.38Stock options outstanding 
end of period
    
    
    1,004
    
    
    $
    7.51
    
    
    
    1,383
    
    
    $
    8.04Exercisable at end of period
    
    
    1,004
    
    
    $
    7.51
    
    
    
    1,338
    
    
    $
    8.20Weighted-average fair value of
options granted during the period
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
  Directors Restricted Stock Plan
  16




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Weighted-Number of
    
    AverageShares
    
    Fair ValueRestricted Stock:Non-vested common restricted shares, December 31, 2010
    
    
    33
    
    
    $
    5.74Vested
    
    
    
    
    
    $
    Non-vested common restricted shares, March 31, 2011
    
    
    33
    
    
    $
    5.74
 8. Commitments and Contingencies
 Legal Proceedings and Claims
  Sports Marketing Agreement
   9. Goodwill and Intangible Assets
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##### Table of Contents



10. Income Taxes
  Three Months Ended March 31,2011
    
    2010Income tax benefit
    
    $
    (1,411
    )
    
    $
    (3,238
    )Effective income tax rate
    
    
    31.4
    %
    
    
    40.6
    %
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Executive Overview
 Introduction
  Overview
    18




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19




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##### Table of Contents



Revenue
  Three Months Ended March 31,2011
    
    
    2010Percent
    
    
    
    
    
    
    PercentAmount
    
    
    of Total
    
    
    Amount
    
    
    of TotalRevenue (less agency commissions):Local
    
    $
    43,765
    
    
    
    62.8
    %
    
    
    43,511
    
    
    
    61.7
    %National
    
    
    12,975
    
    
    
    18.6
    %
    
    
    13,951
    
    
    
    19.8
    %Internet
    
    
    4,247
    
    
    
    6.1
    %
    
    
    3,072
    
    
    
    4.4
    %Political
    
    
    1,381
    
    
    
    2.0
    %
    
    
    2,783
    
    
    
    3.9
    %Retransmission consent
    
    
    5,047
    
    
    
    7.2
    %
    
    
    4,639
    
    
    
    6.6
    %Production and other
    
    
    1,599
    
    
    
    2.3
    %
    
    
    1,932
    
    
    
    2.7
    %Network compensation
    
    
    178
    
    
    
    0.3
    %
    
    
    44
    
    
    
    0.1
    %Consulting revenue
    
    
    550
    
    
    
    0.7
    %
    
    
    550
    
    
    
    0.8
    %Total
    
    $
    69,742
    
    
    
    100.0
    %
    
    $
    70,482
    
    
    
    100.0
    %
 Results of Operations
 Three Months Ended March 31, 2011 (2011 three-month period) Compared To Three Months Ended March
31, 2010 (2010 three-month period)
 Revenue.
 Broadcast Expenses.
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Corporate and Administrative Expenses
 Depreciation.
 Interest Expense. 1 2
 Loss from Early Extinguishment of Debt.
 Income tax expense or benefit.
 Preferred stock dividends.
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##### Table of Contents



Liquidity and Capital Resources
 General
  Three Months EndedMarch 31,2011
    
    
    2010Net cash provided by operating activities
    
    $
    14,860
    
    
    $
    6,986Net cash used in investing activities
    
    
    (9,313
    )
    
    
    (3,185
    )Net cash used in financing activities
    
    
    (1,206
    )
    
    
    (6,137
    )Increase (decrease) in cash
    
    $
    4,341
    
    
    $
    (2,336
    )
 As ofMarch 31,
    
    December 31,2011
    
    2010Cash
    
    $
    9,772
    
    
    $
    5,431Long-term debt including current portion
    
    $
    825,836
    
    
    $
    826,704Preferred stock, excluding unamortized original issue discount
    
    $
    37,299
    
    
    $
    37,181Borrowing availability under our senior credit facility
    
    $
    40,000
    
    
    $
    40,000
 Long-term Debt
    Preferred Stock
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Net Cash Provided By (Used In) Operating, Investing and Financing Activities
    Capital Expenditures
    Other
  23




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Critical Accounting Policies
  Cautionary Note Regarding Forward-Looking Statements
  
 Item 3. Quantitative and Qualitative Disclosure About Market Risk
  
 Item 4. Controls and Procedures
  24




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PART II. OTHER INFORMATION
 
 Item 1A. Risk Factors
  
 Item 6. Exhibits
 The following exhibits are filed as part of this Quarterly Report:
 Exhibit 31.1
    
    Rule 13(a)  14(a) Certificate of Chief Executive OfficerExhibit 31.2
    
    Rule 13(a)  14(a) Certificate of Chief Financial OfficerExhibit 32.1
    
    Section 1350 Certificate of Chief Executive OfficerExhibit 32.2
    
    Section 1350 Certificate of Chief Financial Officer
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SIGNATURES
  GRAY TELEVISION, INC.Date: May 9, 2011
    By:
    /s/ James C. RyanJames C. Ryan,Senior Vice President and Chief Financial Officer 26