11-K 1 d72152d11k.htm FORM 11-K Form 11-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 11-K

 

 

 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

OR

 

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                  .

Commission file numbers 1-13796.

 

 

 

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

Gray Television, Inc. Capital Accumulation Plan

 

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Gray Television, Inc.

4370 Peachtree Rd. NE

Atlanta, Georgia 30319

 

 

 


GRAY TELEVISION, INC. CAPITAL ACCUMULATION PLAN

FORM 11-K

REQUIRED INFORMATION

 

(a)

Financial Statements. Filed as part of this Report on Form 11-K are the financial statements and the supplemental schedule thereto of the Gray Television, Inc. Capital Accumulation Plan for the fiscal year ended December 31, 2020, required by Form 11-K, together with the report thereon of RSM US LLP, independent registered public accounting firm, dated June 28, 2021, prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

 

(b)

Exhibit. Consent of RSM US LLP, independent registered public accounting firm, dated June 28, 2021, being filed as an exhibit to this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   Gray Television, Inc. Capital Accumulation Plan
Date: June 28, 2021   

By: /s/ James C. Ryan

         James C. Ryan
  

      Gray Television, Inc.

      Executive Vice President,

  

      Chief Financial Officer and

      Member of Employee Benefits Committee for the

      Gray Television, Inc. Capital Accumulation Plan


GRAY TELEVISION, INC. CAPITAL ACCUMULATION PLAN

FORM 11-K

EXHIBIT INDEX

 

Exhibit
Number

    

Exhibit

  

Page
Number

23.1      Consent of RSM US LLP    12


Gray Television, Inc. Capital Accumulation Plan

Financial Statements and Supplemental Schedule

December  31, 2020

Index

 

     Page(s)  

Report of Independent Registered Public Accounting Firm

     1  

Financial Statements

  

Statements of Net Assets Available for Benefits

     2  

Statement of Changes in Net Assets Available for Benefits

     3  

Notes to Financial Statements

     4-10  

Supplemental Schedule

  

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

     11  

EX-23.1 CONSENT OF RSM US LLP

     12  


Report of Independent Registered Public Accounting Firm

To the Employee Benefits Committee, as Plan Administrator, and Plan Participants of the Gray Television, Inc. Capital Accumulation Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Gray Television, Inc. Capital Accumulation Plan (the Plan) as of December 31, 2020 and 2019, the related statement of changes in net assets available for benefits for the year ended December 31, 2020, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2020 and 2019, and the changes in net assets available for benefits for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Report on Supplemental Information

The supplemental information in the accompanying Schedule of Assets (Held at End of Year) as of December 31, 2020 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements as a whole.

/s/ RSM US LLP

We have served as the Plan’s auditor since 2004.

Atlanta, Georgia

June 28, 2021

 

1


Gray Television, Inc. Capital Accumulation Plan

Statements of Net Assets Available for Benefits

December 31, 2020 and 2019

 

     2020      2019  

Assets:

     

Investments at fair value:

     

Mutual funds

   $ 336,269,636      $ 275,990,983  

Guaranteed portfolio fund

     —          18,841,048  

Stable value fund

     23,937,710        —    

Self-directed brokerage accounts

     5,055,474        3,516,890  

Gray Television, Inc. Common Stock Fund - Class A

     2,369,770        2,503,226  

Gray Television, Inc. Common Stock Fund

     24,378,843        22,094,531  
  

 

 

    

 

 

 

Total investments

     392,011,433        322,946,678  
  

 

 

    

 

 

 

Receivables:

     

Employee contributions

     542,923        967,946  

Employer contributions

     8,208,817        4,916,600  

Notes receivable from participants

     4,575,026        4,922,192  
  

 

 

    

 

 

 

Total receivables

     13,326,766        10,806,738  
  

 

 

    

 

 

 

Net assets available for benefits

   $ 405,338,199      $ 333,753,416  
  

 

 

    

 

 

 

See accompanying notes.

 

2


Gray Television, Inc. Capital Accumulation Plan

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2020

 

Additions:

  

Investment income:

  

Net appreciation in fair value of investments

   $ 36,583,751  

Interest and dividends

     11,690,716  
  

 

 

 

Total investment income

     48,274,467  
  

 

 

 

Interest income on notes receivable from participants

     257,579  
  

 

 

 

Contributions:

  

Participant

     28,226,444  

Rollover

     3,389,112  

Employer - discretionary

     7,496,919  

Employer - matching

     12,968,608  
  

 

 

 

Total contributions

     52,081,083  
  

 

 

 

Total additions

     100,613,129  
  

 

 

 

Deductions:

  

Benefits paid to participants

     28,915,214  

Administrative expenses

     113,132  
  

 

 

 

Total deductions

     29,028,346  
  

 

 

 

Net increase in net assets available for benefits

     71,584,783  

Net assets available for benefits, beginning of year

     333,753,416  
  

 

 

 

Net assets available for benefits, end of year

   $ 405,338,199  
  

 

 

 

See accompanying notes.

 

3


Gray Television, Inc. Capital Accumulation Plan

Notes to Financial Statements

1. Description of the Plan

The following description of the Gray Television, Inc. Capital Accumulation Plan (the “Plan”) provides only general information. Reference should be made to the Plan document for a more complete description of the Plan’s provisions.

General

The Plan was established and made effective October 1, 1994, for the administration and allocation of contributions by Gray Television, Inc. (the “Company” or the “Employer”), and to encourage eligible employees to defer a part of their current income to provide for their retirement, death, or disability under the provisions of Section 401(k) of the Internal Revenue Code. The Plan covers all employees of the Company and its subsidiaries. An employee is eligible to participate in the Plan beginning the first of the month following or coinciding with the date that he has completed 500 hours of service during his initial six months of employment. If an employee does not complete 500 hours of service during his initial six months of employment, then he is eligible to participate beginning the first of the month following or coinciding with the date he has completed one year of service. For acquired stations, the Company will determine eligibility for participation based on information in the buy/sell agreement. If no information is provided, the Company will honor previous service to determine eligibility into the Plan. On January 2, 2019, the Company acquired Raycom Media, Inc. (“Raycom”). In connection therewith, Raycom employees began participating in the Plan and had the option to rollover their account balances and plan loans from the Raycom Media, Inc. 401(k) Savings Plan (“Raycom Plan”). Assets totaling $109,022,315 were rolled over from the Raycom Plan to the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Company is the Plan’s sponsor. The Employee Benefits Committee is the Plan Administrator. Reliance Trust Company (“Reliance”) is the Plan’s trustee. Empower Retirement (“Empower”), a subsidiary of Orchard Trust Company, serves as the Plan’s custodian and recordkeeper.

Contributions

The Plan was amended and restated as of December 1, 2020, to add Roth and after-tax contribution features, to allow for in-Plan Roth conversions, and make certain other clarifying changes. The Plan allows participants to make contributions up to 100% of their compensation as before-tax contributions, and beginning December 1, 2020 as Roth, and/or after-tax contributions. If no deferral election is made, the participant shall be automatically enrolled in the Plan and will be deemed to have authorized the Company to defer 3% of the participant’s compensation to the Plan on a before-tax basis. Contribution percentages auto escalate by 1% each year if a participant does not change the contribution percentage from the default percentage. Employees may elect to opt out from being automatically enrolled in the Plan. Participants may change their deferral percentages daily. Participants who have attained age 50 before the end of the Plan year are eligible to make before-tax catch-up contributions, which may also be made as Roth contributions beginning December 1, 2020. Participants may also contribute amounts representing distributions from other qualified defined contribution plans.

Participants’ contributions and catch-up contributions for employees 50 and older on a before-tax and/or Roth basis are limited by the Internal Revenue Code Section 402(g)(1) to $19,500 and $6,500, respectively, in 2020. In addition, total annual additions to a participant’s account shall not exceed the lesser of $57,000 or 100% of a participant’s annual compensation. Contributions by highly compensated employees are subject to additional restrictions.

The Employer shall contribute to the Plan a Qualified Automatic Contribution Arrangement (QACA) matching contribution. Under this arrangement, the Plan must offer a schedule of minimum default percentages that start at 3%, which must increase each year to at least 6%. The QACA matching contribution is equal to a percentage of the eligible contributions of Plan participants not to exceed 3.5% of eligible compensation as defined in the Plan document. The QACA matching contribution is 100% of the first 1% of eligible compensation, plus an additional 50% of the next 5% of eligible compensation A true-up matching contribution is made for participants who reached the contribution limit within the plan year. True-up matching contributions are issued after the end of the plan year but no later than September 15th of the following plan year.

The Employer may also elect to make a discretionary profit sharing contribution, as determined by a declaration of its Board of Directors, to each active participant’s account based on such participant’s years of service and eligible compensation during the year. For the year ended December 31, 2020, the Employer made a discretionary profit sharing contribution of $7,496,919 in the form of Employer stock, which was recorded as Employer contributions receivable as of December 31, 2020, and was remitted to the Plan in March 2021. Plan participants who have satisfied the applicable eligibility requirements and are employed by the Company as of December 31 of the plan year are eligible to receive such contribution.

Investment Options

Participants may direct their contributions, Employer contributions, and any related earnings into investment options sponsored by the Plan. The Plan currently offers twenty eight mutual funds, one stable value fund, a self-directed brokerage account, and Employer common stock as investment options for participants. Participants may change their investment elections daily by phone or via the Internet

 

4


Gray Television, Inc. Capital Accumulation Plan

Notes to Financial Statements

 

Participant Accounts

Each participant’s account is credited with the participant’s contributions and allocations of the Employer’s QACA matching and discretionary profit sharing contributions and Plan earnings, and charged with an allocation of Plan losses and administrative expenses. Allocations are based on participant earnings (losses) or account balances, as defined in the Plan. The benefit to which a participant is entitled is the participant’s vested account balance.

Vesting

Participants are immediately vested in their voluntary contributions plus the actual earnings thereon. Employer QACA matching contributions are 100% vested after 2 years. Discretionary profit sharing contributions are 100% vested after 3 years. Forfeitures may be used to reduce future Employer contributions, fund Qualified Non-Elective Employer Contributions (“QNECs”), and/or pay Plan administrative expenses. As of December 31, 2020 and 2019, the Company had $255,242 and $452,162 respectively, of forfeitures available for use.

Payment of Benefits

Upon retirement, death, disability, or termination of employment, a participant, or designated beneficiary, may elect to receive the vested balance in the participant’s account in the form of a single lump-sum cash payment or a rollover to another retirement plan. In the event that the participant’s account balance is less than $1,000, the Plan Administrator may make a single payment without the election or request of the participant. If a participant’s vested account balance exceeds $1,000 but does not exceed $5,000, the Plan Administrator may make a direct rollover to an individual retirement account (IRA) if the participant does not make an election within a designated time period.

Notes Receivable From Participants

Participants may borrow from their account subject to the adoption of a written loan agreement and approval of the participant’s application. The maximum loan amount is the lesser of (a) $50,000 minus the highest outstanding loan balance in the one-year period prior to the loan request or (b) the greater of one-half of a participant’s vested account balance and $10,000, with a minimum loan amount of $1,000. A participant may not have more than one loan outstanding at a time. Loans are repayable through payroll deductions over periods ranging up to five years, unless the loan qualifies as a principal residence loan in which case the repayment period may be longer. The interest rate is determined by the Plan Administrator based on prevailing market conditions and is fixed over the life of the note. The loan interest rate is equal to the prime rate for major banks, as published in The Wall Street Journal on the date the loan is approved, plus one percent. The interest rates on outstanding participant notes as of December 31, 2020 and 2019 ranged from 3.25% to 9.50%.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed and provided for expanded access to retirement plan accounts for distributions and loans through December 31, 2020, including (1) participants could have requested a distribution of up to $100,000 (or 100% of the participant’s vested balance) without penalties and (2) participants had the option to suspend existing loan repayments for up to one year. On December 27, 2020, the Consolidated Appropriations Act was signed which continued or expanded certain provisions of the CARES Act and provides that relief sought for qualified disaster distributions could be made through June 24, 2021.

2. Accounting Policies

Basis of Accounting

The Plan’s financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) and are presented on the accrual basis of accounting.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions in net assets available for benefits during the reported period. Actual results could differ from these estimates.

Payments of Benefits

Benefits are recorded when paid.

 

5


Gray Television, Inc. Capital Accumulation Plan

Notes to Financial Statements

 

Investment Valuation and Income Recognition

Investments are reported at fair value (except for fully benefit-responsive investment contracts which are reported at contract value). However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The guaranteed portfolio fund did not permit the insurance company to terminate the agreement prior to the scheduled maturity date. Since the Plan could not withdraw money until maturity; the contract was not considered fully benefit-responsive in accordance with Accounting Standards Codification (ASC) Topic 960 and was, therefore, reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Benefits Administration Committee determines the Plan’s valuation policies utilizing information provided by the investment custodians and insurance company. See Note 3 for discussion of fair value measurements.

Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest is recorded on an accrual basis. Realized gains and losses on sales of investments are determined on the basis of average cost. Net appreciation (depreciation) in fair value of investments includes the Plan’s gains and losses on investments bought and sold as well as held during the year. Net realized and unrealized gains and losses are reflected in the accompanying statement of changes in net assets available for benefits as net appreciation (depreciation) in fair value of investments and is determined as the difference between fair value at the beginning of the year (or date purchased during the year) and selling price or year-end fair value.

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amount reported in the statement of net assets available for benefits.

The number of shares of Gray Television, Inc. common stock contributed to the Plan by the Employer is determined using the most recent closing price per share on the contribution date as reported on the New York Stock Exchange.

Contributions

Employer contributions are accrued in the period in which they become obligations of the Company. The amount is determined in accordance with the provisions of the Plan as approved by the Company’s Board of Directors. Contributions from participants are made on a voluntary basis and are recorded in the year in which the participants’ related compensation was earned. All participant and Employer contributions are participant-directed. Participant contributions in excess of amounts allowed by regulation are recorded as a liability with a corresponding reduction of contributions in the Statement of Changes in Net Assets Available for Benefits.

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. If a participant ceases to make loan payments, participant loans in default are reclassified as distributions based upon the terms of the Plan document.

Administrative Expenses

The Employer pays all administrative expenses of the Plan except for certain contract administrative and trustee fees. Such charges not paid by the Employer and not covered by Plan forfeitures are applied directly to the accounts of the participants and are classified as administrative expenses in the statement of changes in net assets available for benefits. Certain investment advisory fees are paid by the Plan and included in net appreciation (depreciation) in fair value of investments of the related fund as they are paid through a revenue sharing agreement, rather than a direct payment. Administrative expenses paid by the Employer are not included in the financial statements of the Plan.

Recent Accounting Pronouncements

There are no recently issued accounting standards that the Plan’s management believes will have a significant effect on the financial statements.

 

6


Gray Television, Inc. Capital Accumulation Plan

Notes to Financial Statements

 

3. Fair Value Measurements and Investments

The Plan measures certain assets and liabilities at fair value, which are classified by the FASB Codification within the fair value hierarchy as level 1, 2, or 3, on the basis of whether the measurement employs observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Plan’s own assumptions and consider information about readily available market participant assumptions.

 

Level 1

Inputs to the valuation methodology are unadjusted quoted prices for identical instruments in active markets.

 

Level 2

Inputs to the valuation methodology include:

 

   

Quoted prices for similar instruments in active markets;

 

   

Quoted prices for identical or similar instruments in markets that are not active;

 

   

Model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

 

Level 3

Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The use of different market assumptions or methodologies could have a material effect on the fair value measurement.

Following is a description of the valuation methodologies used for assets measured at fair value. There were no changes in the methodologies used at December 31, 2020 and 2019.

Mutual funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

Common stocks: Valued at the closing price reported on the active market on which the individual securities are traded.

Stable value fund: Valued at net asset value per unit, which is obtained based on audited information reported by the issuer of the stable value fund, and is used as a practical expedient.

Guaranteed portfolio fund: Valued at fair value by the insurance company by discounting the related cash flows based on current yields of similar instruments with comparable durations considering the creditworthiness of the issuer (see Note 4). In determining the reasonableness of the methodology, the Employee Benefits Committee evaluates a variety of factors including review of existing contracts, economic conditions, industry and market developments, and overall credit ratings. Certain unobservable inputs are assessed through review of contract terms (for example, duration or payout date) while others are substantiated utilizing market data (for example, swap curve rate).

Self-directed brokerage accounts: Accounts primarily consist of common stocks and mutual funds that are valued on the basis of readily determinable market prices.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

7


Gray Television, Inc. Capital Accumulation Plan

Notes to Financial Statements

 

3. Fair Value Measurements and Investments (Continued)

The following tables set forth the fair value hierarchy of the Plan’s assets at fair value as of December 31, 2020 and 2019:

 

     Assets at Fair Value as of December 31, 2020  
     Level 1      Level 2      Level 3      Total  

Mutual funds

   $ 336,269,636      $ —        $ —        $ 336,269,636  

Common stock

     26,748,613        —          —          26,748,613  

Stable value fund*

     —          —          —          23,937,710  

Self-directed brokerage accounts

     5,055,474        —          —          5,055,474  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets at fair value

   $ 368,073,723      $ —        $ —        $ 392,011,433  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     Assets at Fair Value as of December 31, 2019  
     Level 1      Level 2      Level 3      Total  

Mutual funds

   $ 275,990,983      $ —        $ —        $ 275,990,983  

Common stock

     24,597,757        —          —          24,597,757  

Guaranteed portfolio fund

     —          18,841,048        —          18,841,048  

Self-directed brokerage accounts

     3,516,890        —          —          3,516,890  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets at fair value

   $ 304,105,630      $ 18,841,048      $ —        $ 322,946,678  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

*

The investment in the stable value fund is measured at fair value using the net asset value per share as a practical expedient and has not been categorized in the fair value hierarchy. The fair value amount presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts present in the Statements of Net Assets Available for Benefits.

The Plan may redeem shares of the stable value fund on a daily basis to meet benefit payments and other participant-initiated withdrawals permitted by the Plan. The Plan is required to provide the stable value fund with either 12 or 30 months notice prior to redeeming its investment in the stable value fund. The Plan has no unfunded commitment with respect to this investment.

To assess the appropriate classification of investments within the fair value hierarchy, the availability of market data is monitored. Changes in economic condition or valuation techniques may require the transfer of investments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period. The Plan evaluates the significance of transfers between levels based upon the nature of the investment and size of the transfer to total net assets available for benefits. For the year ended December 31, 2020 and 2019, there were no transfers between levels 1, 2 and 3.

4. Investment Contract with Insurance Company

In 2009, the Plan entered into a guaranteed portfolio fund with Empower. Empower maintained the contributions in a general account to which it added interest at the contract rate. The account was credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. Participants ordinarily directed the withdrawal or transfer of all or a portion of their investment at contract value. As disclosed in Note 2, the investment contract was not fully benefit-responsive and, therefore, was reported at fair value. Certain events limited the ability of the Plan to transact at contract value with the issuer. Such events included the following: (1) amendments to the Plan documents (including complete or partial plan termination or merger with another plan), (2) changes to Plan’s prohibition on competing investment options or deletion of equity wash provisions, (3) bankruptcy of the Plan sponsor or other Plan sponsor events (for example, divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the Plan, or (4) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under Employee Retirement Income Security Act of 1974. The Plan Administrator believes that any events that limited the Plan’s ability to transact at contract value with participants were not probable of occurring. In December 2020, the Plan liquidated this investment, and the proceeds were invested in the T. Rowe Price stable value trust fund.

 

8


Gray Television, Inc. Capital Accumulation Plan

Notes to Financial Statements

 

5. Income Tax Status

The Plan received a favorable determination letter from the Internal Revenue Service, dated October 13, 2011, regarding the Plan’s exemption from federal income tax under Section 401(a) of the Internal Revenue Code. The Employer has not applied for a new determination letter. The Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code.

GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2020, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2018.

6. Transactions with Parties-In-Interest

Certain Plan investments are managed by Reliance Trust and Empower, the trustee and custodian of the Plan, respectively. In addition, transactions involving the Common Stock Fund, which invests in the common stock of the Employer, also qualify as party-in-interest transactions.

7. Plan Termination

Although it has not expressed any intent to do so, the Board of Directors of the Company may terminate or amend the Plan at any time, provided, however, that no such amendment shall make it possible for any part of the net assets or income of the Plan to be used for or directed to purposes other than for the exclusive benefit of participants or their beneficiaries. If the Plan is terminated by the Employer, each participant’s account will become fully vested and nonforfeitable.

8. Reconciliation of Financial Statements to Form 5500

The following table presents a reconciliation of net assets available for benefits at December 31, 2020 and 2019 per these financial statements to the net assets per the Form 5500:

 

     2020      2019  

Net assets available for benefits per the financial statements

   $ 405,338,199      $ 333,753,416  

Current year employee contributions receivable

     (542,923      (967,946

Current year employer contributions receivable

     (8,208,817      (4,916,600

Deemed distributions

     (84,427      (112,198
  

 

 

    

 

 

 

Net assets per the Form 5500

   $ 396,502,032      $ 327,756,672  
  

 

 

    

 

 

 

The following table presents a reconciliation of investments at December 31, 2020 and 2019 per these financial statements to investments per the Form 5500:

 

     2020      2019  

Investments per the financial statements

   $ 392,011,433      $ 322,946,678  

Deemed distributions

     (84,427      (112,198

Notes receivable from participants

     4,575,026        4,922,192  
  

 

 

    

 

 

 

Investments per the Form 5500

   $ 396,502,032      $ 327,756,672  
  

 

 

    

 

 

 

The following table presents a reconciliation of the increase in net assets available for benefits for the year ended December 31, 2020 per the financial statements to net income per the Form 5500:

 

Increase in net assets available for benefits per the financial statements

   $ 71,584,783  

Current year deemed distributions

     (84,427

Prior year deemed distributions

     112,198  

Current year employee contributions receivable

     (542,923

Current year employer contributions receivable

     (8,208,817

Prior year employee contributions receivable

     967,946  

Prior year employer contributions receivable

     4,916,600  
  

 

 

 

Net income per the Form 5500

   $ 68,745,360  
  

 

 

 

 

9


Gray Television, Inc. Capital Accumulation Plan

Notes to Financial Statements

 

9. Subsequent Events

In 2021, the Company entered into agreements to acquire the outstanding shares of Quincy Media, Inc. and the outstanding shares of Meredith Corporation. Upon completion, these transactions will increase the number of employees eligible to participate in the Plan and, therefore, the assets of the Plan. Completion of these transactions is subject to customary closing conditions and regulatory approvals, including certain consents necessary to effectuate related transactions prior to the closing. The Company currently expects that the Quincy Media, Inc. transaction will be completed in the third quarter of 2021, and that the Meredith Corporation transaction will be completed in the fourth quarter of 2021.

 

10


Gray Television, Inc. Capital Accumulation Plan

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2020

Employer Identification Number: 58-0285030

Plan Number: 003

 

    

Identity of Issuer, Lessor, or
Similar Party

  

Description of Investment, Including Maturity Date, Rate of Interest,
Collateral, Par or Maturity Value

   Cost             Current Value  
      Mutual Funds:         
  

Alliance Bernstein

  

AB Large Cap Growth, 228,723 shares

     *         18,805,592  
  

American Beacon

  

American Beacon Small Cap Val R6, 67,437 shares

     *         1,690,636  
  

American Funds

  

American Funds Target Date 2015, 235,090 shares

     *         2,940,972  
  

American Funds

  

American Funds Target Date 2020, 1,019,606 shares

     *         14,070,559  
  

American Funds

  

American Funds Target Date 2025, 1,797,559 shares

     *         27,790,257  
  

American Funds

  

American Funds Target Date 2030, 1,296,837 shares

     *         21,864,666  
  

American Funds

  

American Funds Target Date 2035, 1,098,864 shares

     *         19,691,639  
  

American Funds

  

American Funds Target Date 2040, 700,239 shares

     *         13,066,456  
  

American Funds

  

American Funds Target Date 2045, 695,307 shares

     *         13,280,371  
  

American Funds

  

American Funds Target Date 2050, 606,869 shares

     *         11,415,215  
  

American Funds

  

American Funds Target Date 2055, 438,406 shares

     *         10,377,064  
  

American Funds

  

American Funds Target Date 2060, 385,646 shares

     *         6,104,784  
  

American Funds

  

American Funds Target Date 2065, 8,935 shares

     *         130,452  
  

American Funds

  

American Funds American Balanced R6, 1,503,883 shares

     *         45,432,308  
  

American Funds

  

American Funds Europacific R6, 329,525 shares

     *         22,836,109  
  

Blackrock

  

Blackrock Mid Cap Growth Equity K, 341,971 shares

     *         15,101,422  
  

Cohen and Steers

  

Cohen and Steers Real Estate Securities Z, 57,291 shares

     *         933,842  
  

Fidelity

  

Fidelity 500 Index, 62,808 shares

     *         8,175,715  
  

Fidelity

  

Fidelity Global EX US Index, 96,297 shares

     *         1,403,052  
  

Fidelity

  

Fidelity Mid Cap, 444,325 shares

     *         12,001,218  
  

Fidelity

  

Fidelity Total Market, 166,231 shares

     *         17,906,446  
  

Fidelity

  

Fidelity US Bond, 608,456 shares

     *         7,575,281  
  

Franklin

  

Franklin Small Cap Growth, R6, 185,598 shares

     *         5,759,120  
  

JP Morgan

  

JP Morgan Emerging Markets Equity R6, 6,533 shares

     *         287,602  
  

JP Morgan

  

JP Morgan Mid Cap Value R6, 89,623 shares

     *         3,308,865  
  

JP Morgan

  

JP Morgan US Value R6, 159,803

     *         9,329,293  
  

Loomis Sayles

  

Loomis Sayles Core Plus Bond N, 1,007,184 shares

     *         14,221,443  
  

Vanguard

  

Vanguard Small Cap, 115,525 shares

     *         10,769,257  
*    T. Rowe Price   

T. Rowe Price Stable Value Common Trust Fund, 23,682,468 shares

     *         23,937,710  
     

Common Stock:

        
*    Gray Television, Inc.   

Unitized Common Stock — Class A, 100,484 units

     *         2,369,770  
*    Gray Television, Inc.   

Unitized Common Stock, 798,304 units

     *         24,378,843  
*    Various   

Self-directed brokerage accounts

     *         5,055,474  
*    Various participants   

Notes receivable from participants; maturity dates range through November 2042 and interest rates range from 3.25% - 9.50%

     *      ***        4,490,599  
              

 

 

 
               $ 396,502,032  
              

 

 

 

 

*

Indicates a party-in-interest.

**

Cost information is not required for participant-directed information and, therefore, is not included.

***

Net of $84,427 in deemed loan distributions.

 

11