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Other segment items for each reportable segment includes; (gain) loss on disposal of assets, professional services expense, repairs and maintenance expense, occupancy expense (including property tax expense), and certain overhead expenses. The adjustments to our allowance for credit losses include net adjustments related to write-offs of receivable balances not considered collectible less recoveries of amounts previously considered to be uncollectable. The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown. 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2024

 

or

☐

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 MEDIA, INC.

(Exact name of Registrant as specified in its charter)

Georgia

(State or other jurisdiction of incorporation)

58-0285030

(I.R.S. Employer Identification No.)

4370 Peachtree Road, NE Atlanta, GA

(Address of principal executive offices)

30319

(Zip Code)

 

Registrant’s telephone number, including area code: (404) 504-9828

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each ClassTrading Symbol(s)Name of each exchange on which registered

Class A common stock (no par value)

GTN.ANew York Stock Exchange
common stock (no par value)GTN

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act: NONE

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one).

 

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any error corrections and restatements require a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 

The aggregate market value of the voting stock (based upon the closing sales prices quoted on the New York Stock Exchange) held by non-affiliates of the registrant (solely for purposes of this calculation, all directors, executive officers and 10% or greater stockholders of the registrant are considered to be “affiliates”) as of June 30, 2024: Class A common stock and common stock; no par value – $445,969,521.

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 

Common Stock (No Par Value)

 

Class A Common Stock (No Par Value)

91,812,952 shares outstanding as of February 21, 2025

 

9,730,058 shares outstanding as of February 21, 2025

 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement for the 2025 annual meeting of stockholders, are incorporated by reference into Part III of this Annual Report to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2024.

 
 

  

 

GRAY MEDIA, INC.

 
 

Table of Contents

 

   

PAGE
 

Forward-Looking Statements

3

PART I

    

Item 1.

Business

3

Item 1A.

Risk Factors

14

Item 1B.

Unresolved Staff Comments

28

Item 1C.

Cybersecurity

28

Item 2.

Properties

29

Item 3.

Legal Proceedings

30

Item 4.

Mine Safety Disclosures

30
 

Information About our Executive Officers

30
     

PART II

    

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

31

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

34

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

47

Item 8.

Financial Statements and Supplementary Data

49

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

97

Item 9A.

Controls and Procedures

97

Item 9B.

Other Information

98

Item 9C.

Disclosure Regarding Foreign Jurisdiction that Prevent Inspection

98
     

PART III

    

Item 10.

Directors, Executive Officers and Corporate Governance

98

Item 11.

Executive Compensation

98

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

99

Item 13.

Certain Relationships and Related Transactions, and Director Independence

100

Item 14.

Principal Accountant Fees and Services

100
     

PART IV

    

Item 15.

Exhibits and Financial Statement Schedules

100

Item 16.

Form 10-K Summary

105
 

Signatures

106

 

2
 

  

 

FORWARD-LOOKING STATEMENTS

 

This annual report on Form 10-K (“Annual Report”) contains and incorporates by reference “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. Forward-looking statements are all statements other than those of historical fact. When used in this annual report, the words “believes,” “expects,” “anticipates,” “estimates,” “will,” “may,” “should” and similar words and expressions are generally intended to identify forward-looking statements. These forward-looking statements reflect our then-current expectations and are based upon data available to us at the time the statements are made. Forward-looking statements may relate to, among other things, our strategies, expected results of operations, general and industry-specific economic conditions, future pension plan contributions, future capital expenditures, future income tax payments, future payments of interest and principal on our long-term debt, assumptions underlying various estimates and estimates of future obligations and commitments, and should be considered in context with the various other disclosures made by us about our business. Readers are cautioned that any forward-looking statements, including those regarding the intent, belief or current expectations of our management, are not guarantees of future performance, results or events and involve significant risks and uncertainties, and that actual results and events may differ materially from those contained in the forward-looking statements as a result of various factors including, but not limited to, those listed in Item 1A. of this Annual Report and the other factors described from time to time in our SEC filings. The forward-looking statements included in this Annual Report are made only as of the date hereof. We undertake no obligation to update such forward-looking statements to reflect subsequent events or circumstances.

 

PART I

 

Item 1. BUSINESS

 

On January 1, 2025, we changed our corporate name from Gray Television, Inc. to Gray Media, Inc. We will not distinguish between our prior and current corporate name and will refer to our current corporate name throughout this Annual Report. As such, in this Annual Report, unless otherwise indicated or the context otherwise requires, the words “Gray,” “Gray Media,” “the Company,” “we,” “us,” and “our” refer to Gray Media, Inc. and its consolidated subsidiaries.

 

Unless otherwise indicated, all station rank, in-market share and television household data herein are derived from reports prepared by The Nielsen Company US, LLC (“Nielsen”) and/or Comscore, Inc. (“Comscore”). While we believe this data to be accurate and reliable, we have not independently verified such data, nor have we ascertained the underlying assumptions relied upon therein and cannot guarantee the accuracy or completeness of such data.

 

General

 

We are a multimedia company headquartered in Atlanta, Georgia. We are the nation’s largest owner of top-rated local television stations and digital assets in the United States. Our television stations serve 113 television markets that collectively reach approximately 37% of US television households. This portfolio includes 78 markets with the top-rated television station and 99 markets with the first and/or second highest rated television station, as well as the largest Telemundo Affiliate group with 44 markets totaling over 1.5 million Hispanic TV Households. We also own Gray Digital Media, a full-service digital agency offering national and local clients digital marketing strategies with the most advanced digital products and services. Our additional media properties include video production companies Raycom Sports, Tupelo Media Group, and PowerNation Studios, and studio production facilities Assembly Atlanta and Third Rail Studios.

 

3
 

 

Our operating revenues are derived primarily from broadcast and digital advertising and from retransmission consent fees. For the years ended December 31, 2024, 2023 and 2022 our total revenue was $3.6 billion, $3.3 billion and $3.7 billion, respectively.

 

Markets and Stations

 

We believe a key driver for our strong market position is our focus on strong local news and information programming. We believe that our market position and our strong local teams have enabled us to maintain more stable revenues compared to many of our peers.

 

We are diversified across our markets and network affiliations. In 2024 and 2023, our largest market, by revenue, was Phoenix, Arizona, which contributed 5% and 4% of our total revenue, respectively. Our top 10 markets by revenue contributed approximately 26% and 25% of our total revenue in the years ended December 31, 2024 and 2023, respectively. For the year ended December 31, 2024, our CBS-affiliated channels accounted for approximately 38% of total revenue; our NBC-affiliated channels accounted for approximately 27% of total revenue; our FOX-affiliated channels accounted for approximately 14% of total revenue; and our ABC-affiliated channels accounted for approximately 11% of total revenue. We refer to CBS, NBC, ABC and FOX as the “Big Four” networks.

 

In each of our markets, we own and operate at least one television station broadcasting a primary channel affiliated with one of the Big Four networks. We also own additional stations in some markets, some of which also broadcast primary channels affiliated with one of the Big Four networks. Nearly all of our stations broadcast secondary digital channels that are affiliated with various networks or are independent of any network. The terms of our affiliations with broadcast networks are governed by network affiliation agreements. Each network affiliation agreement provides the affiliated station with the right to broadcast all programs transmitted by the affiliated network. Our network affiliation agreements with the Big Four broadcast networks currently expire at various dates through December 31, 2028.

 

Television Industry Background

 

The Federal Communications Commission (“FCC”) grants broadcast licenses to television stations. There are only a limited number of broadcast licenses available in any one geographic area. Each commercial television station in the US is assigned to one of 210 designated market areas (“DMAs”). These markets are ranked in size according to their number of television households, with the market having the largest number of television households ranked number one (New York City). Each DMA is an exclusive geographic area consisting of all counties (and in some cases, portions of counties) in which the home-market commercial television stations receive the greatest percentage of total viewing hours.

 

Television station revenue is derived primarily from local, regional and national advertising revenue, including digital advertising revenue, (together, but excluding political advertising revenue, “Core”) and retransmission consent fees. Television station revenue is also derived to a much lesser extent from studio and tower space rental fees and production activities. “Advertising” primarily refers to advertisements broadcast by television stations, but it also includes advertisements placed on a television station’s website and sponsorships of television programming and off-line content such as email messages, mobile applications, and other electronic content distributed by stations. Advertising rates are typically driven by: (i) the size of a station’s market; (ii) a station’s overall ratings; (iii) a program’s popularity among targeted viewers; (iv) the number of advertisers competing for available time; (v) the demographic makeup of the station’s market; (vi) the availability of alternative advertising media in the market; (vii) the presence of effective sales forces; and (viii) the development of projects, features and programs that tie advertiser messages to programming and/or digital content on a station’s website or mobile applications.

 

4
 

 

Because broadcast stations rely on advertising revenues, they are sensitive to cyclical changes in the economy. The sizes of advertisers’ budgets, which can be affected by broad economic trends, can affect the broadcast industry in general and the revenues of individual broadcast television stations.

 

Strategy

 

Our success is based on the following strategies:

 

Grow by Leveraging our Diverse National Footprint. We serve a diverse and national footprint of television stations. We currently operate in DMAs ranked between 7 and 209. We operate in many markets that we believe have the potential for significant political advertising revenue in periods leading up to elections. We are also diversified across our broadcast programming.

 

Maintain and Grow our Market Leadership Position. According to Nielsen, during 2024, our owned and operated television stations achieved the #1 ranking in overall audience in 78 of our 113 markets. In addition, our stations achieved the #1 and/or #2 ranking in overall audience in 99 of our 113 markets.

 

We believe there are significant advantages in operating the #1 or #2 television broadcasting stations in a local market. Strong audience and market share allow us to enhance our advertising revenue through price discipline and leadership. We believe a top-rated local news platform is critical to capturing incremental sponsorship and political advertising revenue. Our high-quality station group allows us to generate higher operating margins, which allows us additional opportunities to reinvest in our business to further strengthen our network and local news ratings. Furthermore, we believe operating the top ranked stations in our various markets allows us to attract and retain top talent.

 

We also believe that our local market leadership positions help us in negotiating more beneficial terms in our major network affiliation agreements which currently expire at various dates through December 31, 2028, as well as our syndicated programming and local sports programming agreements. These leadership positions also give us additional leverage to negotiate retransmission contracts with cable system operators, telephone video distributors, direct broadcast satellite (“DBS”) operators and other multichannel video programming distributors (“MVPDs”).

 

We intend to maintain our market leadership position through continued prudent investment in our local news and syndicated programs, as well as continued technological advances and workflow improvements. We expect to continue to invest in technological upgrades in the future. We believe the foregoing will help us maintain and grow our market leadership, thereby enhancing our ability to grow and further diversify our revenues and cash flows.

 

Continue to Pursue Strategic Growth and Accretive Acquisition Opportunities. Over the last several years, the television broadcasting industry has been characterized by a high level of acquisition activity. We believe that there are a number of television stations, and a few station groups, that have attractive operating profiles and characteristics, and that share our commitment to local news coverage in the communities in which they operate and to creating high-quality and locally driven content. On a highly selective basis, we may pursue opportunities for the acquisition of additional television stations or station groups that fit our strategic and operational objectives, and where we believe that we can improve revenue, efficiencies and cash flow through active management and cost controls. As we consider potential acquisitions, we primarily evaluate potential station audience and revenue shares and the extent to which the acquisition target would positively impact our existing station operations. We also consider the amount of leverage that an acquisition would entail and our ability to carry such additional leverage at and after the time of acquisition. Consistent with this strategy, we have completed several acquisition and divestiture transactions, including some that had a material impact on our results of operations, between late 2013 and mid 2024. For more information on these transactions, see Note 3 “Acquisitions and Divestitures” of our audited consolidated financial statements included elsewhere herein. This note also describes the stations we acquired in each of 2024, 2023 and 2022, which we may also refer to collectively as our “acquisitions,” our “recent acquisitions” or “the acquisitions.”

 

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Continue to Monetize Digital Spectrum. In addition to each station’s primary channel, we also broadcast a number of secondary channels. Certain secondary channels are simultaneously affiliated with more than one network. Our strategy includes expanding upon our digital offerings and sales. We continuously evaluate opportunities to use spectrum for future delivery of data to mobile devices using a new transmission standard called NextGen TV.

 

Continue to Maintain Prudent Cost Management. Historically, we have closely managed costs to maintain and improve our margins. We believe that our market leadership position provides additional negotiating leverage that enables us to lower, on a relative basis, our programming costs. We are pursuing opportunities to use spectrum more efficiently for content and sales by transitioning our stations to NextGen TV.

 

Further Strengthen our Balance Sheet. During the last several years, we have leveraged our strong cash flow and efficient operating model to grow our diverse national footprint. In 2024 and 2023, we made net principal payments totaling $520 million and $310 million reducing the balance outstanding under our Senior Credit Agreement and Senior Notes (in each case as defined below), including both voluntary and required payments, strategic refinancing activities as well as open-market purchases of portions of our debt at prices below the face value of the instruments purchased. For more information regarding our payment, refinancing and debt purchase activities, see Note 4 “Long-term Debt” of our audited consolidated financial statements included herein.

 

Stations

 

Our television stations serve local communities across the country. From our largest market in Atlanta, Georgia (DMA 7) to our smallest in North Platte, Nebraska (DMA 209), as tabulated by Nielsen, we inform, educate, entertain and connect each of these communities to their state, the nation and the whole world. Nearly all markets have a local studio, tower, sales, technical and administrative personnel dedicated to their community. Our network affiliations include the Big Four networks and many more smaller networks. Nearly all stations also provide content through digital platforms including a local station website and one or more digital apps and/or Free Ad-Supported Television (“FAST”) channels. For more information about our stations please visit our corporate website at www.graymedia.com.

 

Cyclicality, Seasonality and Revenue Concentrations

 

Broadcast stations like ours rely on advertising revenue and are therefore sensitive to cyclical changes in the economy. Our political advertising revenue is generally not as significantly affected by economic slowdowns or recessions as non-political advertising revenue.

 

Broadcast advertising revenue is generally highest in the second and fourth quarters. This seasonality results partly from increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season. Broadcast advertising revenue is also typically higher in even-numbered years due to spending by political candidates, political parties and special interest groups during the “on year” of the two-year election cycle. Political advertising spending is typically heaviest during the fourth quarter. In addition, the broadcast of the Olympic Games by our NBC-affiliated stations generally leads to increased viewership and revenue during those years for our NBC-affiliated stations.

 

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Our broadcast advertising revenue is earned from the sale of advertisements broadcast by our stations. Although no single customer represented more than 5% of our broadcast advertising revenue for the years ended December 31, 2024, 2023 or 2022, we derived a material portion of our non-political broadcast advertising revenue from advertisers in a limited number of industries, particularly the services sector, comprising financial, legal and medical advertisers, and the automotive industry. The services sector has become an increasingly important source of advertising revenue over the past few years. During the years ended December 31, 2024, 2023 and 2022 approximately 23%, 27% and 28%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector. During the years ended December 31, 2024, 2023 and 2022 approximately 20%, 20% and 17%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers. Revenue from these industries may represent a higher percentage of total revenue in odd-numbered years due to, among other things, the increased availability of advertising time, as a result of such years being the “off year” of the two-year election cycle.

 

Station Network Affiliations. In addition to affiliations with ABC, CBS, NBC and FOX, our secondary channels are affiliated with numerous smaller networks and program services including, among others, the CW Network or the CW Plus Network (collectively, “CW”), MY Network, the MeTV Network, Telemundo, THE365, Outlaw, and others. Certain of our secondary digital channels are affiliated with more than one network simultaneously. We also broadcast independent and local news/weather channels in some markets on both primary and secondary channels.

 

The Big Four networks dominate broadcast television in terms of the amount of viewership that their original programming attracts. The “Big Three” major broadcast networks of CBS, NBC and ABC provide their respective network affiliates with a majority of the programming broadcast each day. FOX and CW provide their affiliates with a smaller portion of each day’s programming compared to the Big Three networks. The CW Plus Network generally provides programming for the entire broadcast day for CW affiliates in markets smaller than the top 100 DMAs.

 

We believe most successful commercial television stations obtain their brand identity from locally produced news programs; however, the affiliation of a station’s channels with one of the Big Four major networks can have a significant impact on the station’s programming, revenues, expenses and operations. A typical network provides an affiliate with network programming in exchange for a substantial majority of the advertising time available for sale during the airing of the network programs. The network then sells this advertising time and retains the revenue. The affiliate sells the remaining advertising time available within the network programming and non-network programming, and the affiliate retains most or all of these revenues. In seeking to acquire programming to supplement network-supplied programming, which we believe is critical to maximizing affiliate revenue, affiliates compete primarily with other affiliates and independent stations in their markets and, in certain cases, various national non-broadcast networks (“cable networks”) and various video streaming services that present competitive programming. The Big Four networks and CW charge fees to their affiliates for receiving network programming.

 

A television station may also acquire programming through barter arrangements. Under a programming barter arrangement, a national program distributor retains a fixed amount of advertising time within the program in exchange for the programming it supplies. The television station may pay a fixed fee for such programming.

 

We record revenue and expense for trade transactions involving the exchange of tangible goods or services with our customers. 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 are based on the fair value of the assets or services received.

 

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Affiliates of FOX and CW must purchase or produce a greater amount of programming for their non-network time periods, generally resulting in higher programming costs. On the other hand, affiliates of FOX and CW retain a larger portion of their advertising time inventory and the related revenues compared to Big Three affiliates.

 

Competition

 

Television stations compete for audiences, certain programming (including news) and advertisers. Cable network programming is a significant competitor of broadcast television programming. No single cable network regularly attains audience levels comparable to any major broadcast network. Despite increasing competition from cable channels, streaming services, digital platforms, social media, and internet-delivered video channels, television broadcasting remains the dominant distribution system for mass-market television advertising. In addition, signal coverage and carriage on MVPD systems materially affect a television station’s competitive position.

 

Audience. Stations compete for audience based on broadcast program popularity, which has a direct effect on advertising rates. Networks supply a substantial portion of our affiliated stations’ daily programming. Affiliated stations depend on the performance of the network programs to attract viewers. There can be no assurance that any such current or future programming created by our affiliated networks will achieve or maintain satisfactory viewership levels. Stations program non-network time periods with a combination of locally produced news, public affairs and entertainment programming, including national news or syndicated programs purchased for cash, cash and barter or barter only.

 

MVPD systems have significantly altered the competitive landscape for audience in the television industry. Specifically, MVPD systems can increase a broadcasting station’s competition for viewers in a market by providing both cable networks and distant television station signals not otherwise available to the station’s audience.

 

Other sources of competition for audiences, programming and advertisers include streaming services, connected televisions, internet websites, mobile applications and wireless carriers, direct-to-consumer video distribution systems and home entertainment systems.

 

Recent developments by many companies, including digital streaming service providers and internet website operators, have expanded, and are continuing to expand, the variety and quality of broadcast and non-broadcast video programming available to consumers via the internet. Internet companies have developed business relationships with companies that have traditionally provided syndicated programming, network television and other content. As a result, additional programming has, and is expected to further become, available through non-traditional methods, which can directly impact the number of TV viewers, and thus indirectly impact station rankings, popularity and revenue possibilities of our stations.

 

Programming. Competition for non-network programming involves negotiating with national program distributors, or syndicators, that sell “first run” and “off network” or rerun programming packages. Each station competes against the other broadcast stations in its market for exclusive access to first run programming (such as Wheel of Fortune) and off-network reruns (such as The Big Bang Theory). Broadcast stations also compete for exclusive news stories and features. Cable networks, streaming services and internet service providers compete with local stations for programming.

 

Advertising. Advertising revenues comprise the primary source of revenues for our stations. Our stations compete for advertising revenues in their respective markets with other television stations, digital platforms including Google and YouTube, Facebook and Instagram, local cable and other MVPD systems, as well as local newspapers, radio stations, magazines, outdoor advertising, transit advertising, yellow page directories and direct mail.

 

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Federal Regulation of the Television Broadcast Industry

 

General. Under the Communications Act of 1934, as amended (“Communications Act”), television broadcast operations such as ours are subject to the jurisdiction of the FCC. Among other things, the Communications Act empowers the FCC to: (i) issue, revoke and modify broadcasting licenses; (ii) regulate stations’ operations and equipment; and (iii) impose penalties for violations of the Communications Act or FCC regulations. The Communications Act prohibits the assignment of a license or the transfer of control of a licensee without prior FCC approval.

 

License Grant and Renewal. The FCC grants broadcast licenses to television stations for terms of up to eight years. Broadcast licenses are of paramount importance to the operations of television stations. The Communications Act requires the FCC to renew a licensee’s broadcast license if the FCC finds that: (i) the station has served the public interest, convenience and necessity; (ii) there have been no serious violations of either the Communications Act or the FCC’s rules and regulations; and (iii) there have been no other violations which, taken together, would constitute a pattern of abuse. Historically the FCC has renewed broadcast licenses in substantially all cases. While we are not currently aware of any facts or circumstances that might prevent the renewal of our stations’ licenses at the end of their respective license terms, we cannot provide any assurances that any license will be renewed. Failure to renew any licenses upon the expiration of any license term could have a material adverse effect on our business. Under the Communications Act, the term of a broadcast license is automatically extended pending the FCC’s processing of a timely filed renewal application. For further information regarding the expiration dates of our stations’ current licenses and renewal application status, see the table under the heading “Stations”.

 

Media Ownership Restrictions and FCC Proceedings. The FCC’s broadcast ownership rules affect the number, type and location of broadcast properties that we may hold or acquire. Those rules generally prohibit an entity from acquiring “attributable” interests in two television stations in the same market if both are ranked among the top-four stations in the market (the “top-four” prohibition). The rules continue to limit the aggregate national audience reach of television stations that may be under common ownership, operation and control, or in which a single person or entity may hold an official position or have more than a specified interest or percentage of voting power. The FCC’s rules also define the types of positions and interests that are considered attributable for purposes of the ownership limits, and thus also apply to our principals and certain investors.

 

The FCC is required by statute to review all of its broadcast ownership rules every four years to determine if such rules remain necessary in the public interest. The FCC took until December 2023 to adopt final rules as a result of its 2018 review, at which time it increased restrictions on local television ownership (discussed in more detail below). Prior to doing so, in December 2022, the FCC began a new quadrennial review of its ownership rules with the issuance of a Public Notice seeking comments on competition in the local television marketplace, including, among other things: (i) ongoing trends or developments in the media marketplace; (ii) impact of the ownership rules on the American public as consumers of media, including whether adjustments should be made to the rules to account for changes in consumer behavior like the use of streaming services; (iii) the barriers to minority and female ownership of broadcast stations; and (iv) any additional legal or economic factors the FCC should consider beyond its traditional public policy goals of competition, localism, and diversity. The 2022 review remains pending.

 

Local TV Ownership Rules. The FCC’s current television ownership rules allow one entity to acquire two commercial television stations in a DMA as long as no more than one station is ranked among the top-four stations in the market (as noted above, the “top-four” prohibition). An entity may retain ownership of the second station if it obtains top-four status after it is acquired. The FCC will consider waivers of the top-four prohibition on a case-by-case basis.

 

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When it resolved the 2018 quadrennial review in December 2023, the FCC adopted two modifications to the top-four prohibition that make it more restrictive. These rule changes took effect in March 2024. First, the FCC extended the top-four prohibition to low power television (“LPTV”) stations and multicast streams. As a result of this change, a licensee will be prohibited from acquiring network-affiliated programming of another top-four station in a DMA and then placing that programming on either the multicast stream of a full-power station or a LPTV station in a DMA in which it already owns another top-four rated station. These additional restrictions apply to transactions entered into after December 26, 2023. Existing combinations will be grandfathered, but may not be transferred or assigned except in compliance with the new rule. Second, the FCC modified its methodology for determining a station’s audience share for purposes of the top-four prohibition (and failing station waiver requests) to (i) consider audience share data over a 12-month period immediately preceding the date the application is filed, (ii) expand the relevant daypart for audience share data significantly, and (iii) require the inclusion of audience share data for all free-to-consumer, non-simulcast multicast streams.

 

National Television Station Ownership Rule. The maximum percentage of US households that a single owner can reach through commonly owned television stations is 39 percent. This limit was specified by Congress in 2004. The FCC applies a 50 percent “discount” for ultra-high frequency (“UHF”) stations. In December 2017, the FCC issued an NPRM seeking comment on whether it should modify or eliminate the national cap, including the UHF discount. Comments and reply comments were filed in 2018, and the proceeding remains open.

 

Conclusion. The FCC’s media ownership proceedings are on-going and, in many cases, are or will be subject to further judicial and potentially Congressional review. We cannot predict the outcome of any of these current or potential proceedings.

 

Attribution Rules. Under the FCC’s ownership rules, a direct or indirect purchaser of certain types of our securities could violate FCC regulations if that purchaser owned or acquired an “attributable” interest in another television broadcast station in the same area as one or more of our stations. Pursuant to FCC rules, the following relationships and interests are generally considered attributable for purposes of media ownership restrictions: (i) all officers and directors of a corporate licensee and its direct or indirect parent(s); (ii) voting stock interests of at least five percent; (iii) voting stock interests of at least 20 percent, if the holder is a passive institutional investor (such as an investment company, as defined in 15 U.S.C. §80a-3, a bank holding stock through its trust department, or an insurance company); (iv) any limited partnership interest or interest in a limited liability company, unless properly “insulated” from management activities; (v) equity and/or debt interests that in the aggregate exceed 33 percent of a licensee’s total assets, if the interest holder supplies more than 15 percent of the station’s total weekly programming or is a same-market television broadcast company; and (vi) time brokerage of a television broadcast station by a same-market television broadcast company providing more than 15 percent of the station’s weekly programming.

 

Management services agreements and other types of shared services arrangements between same-market stations that do not include attributable time brokerage components generally are not deemed attributable under the FCC’s current rules and policies. However, the FCC previously requested comment on whether local news service agreements and/or shared services agreements should be considered attributable for purposes of applying the media ownership rules, and the FCC has recently provided additional scrutiny to such arrangements. The DOJ has also taken steps under the antitrust laws to block certain transactions involving joint sales or other services agreements.

 

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To our knowledge, no officer, director or five percent or greater shareholder currently holds an attributable interest in another television station that is inconsistent with the FCC’s ownership rules and policies or with our ownership of our stations.

 

Alien Ownership Restrictions. The Communications Act restricts the ability of foreign entities or individuals to own or hold interests in broadcast licenses. The Communications Act bars the following from holding broadcast licenses: foreign governments, representatives of foreign governments, non-citizens, representatives of non-citizens, and corporations or partnerships organized under the laws of a foreign nation. Foreign individuals or entities, collectively, may directly or indirectly own or vote no more than 20 percent of the capital stock of a licensee or 25 percent of the capital stock of a corporation that directly or indirectly controls a licensee. The 20 percent limit on foreign ownership of a licensee may not be waived. In September 2016, the Commission adopted an Order that allows broadcast licensees to file a petition for declaratory ruling seeking FCC approval to exceed the 25 percent foreign ownership benchmark for a parent company. The Commission also clarified the methodology for publicly traded broadcasters to assess compliance with the foreign ownership limits.

 

We serve as a holding company for our subsidiaries, including subsidiaries that hold station licenses. Therefore, absent a grant of a declaratory ruling, we are restricted from having more than one-fourth of our stock owned or voted directly or indirectly by non-citizens, foreign governments, representatives of non-citizens or foreign governments, or foreign corporations.

 

Programming and Operations. Rules and policies of the FCC and other federal agencies regulate certain programming practices and other areas affecting the business or operations of broadcast stations.

 

The Children’s Television Act of 1990 limits commercial matter in children’s television programs and requires stations to present educational and informational children’s programming. Broadcasters are effectively required through license renewal processing guidelines to provide a certain amount of children’s educational programming per week on their primary channels. In July 2019, the FCC issued an Order that adopted sweeping changes to the current children’s programming rules giving broadcasters increased flexibility in how they choose to serve the educational and informational needs of children.

 

The FCC also regulates broadcast indecency and profanity and the statutory maximum fine for broadcasting indecent material is approximately $0.5 million per incident. The FCC has sought comment on whether it should modify its indecency policies but has not yet issued a decision in this proceeding. The outcome of this proceeding could affect future FCC policies in this area, which could have a material adverse effect on our business.

 

EEO Rules. The FCC’s Equal Employment Opportunity (“EEO”) rules impose job information dissemination, recruitment, documentation and reporting requirements on broadcast station licensees. Broadcasters are subject to random audits to ensure compliance with EEO rules and may be sanctioned for noncompliance.

 

MVPD Retransmission of Local Television Signals. Under the Communications Act and FCC regulations, each television station generally has a so-called “must-carry” right to carriage of its primary channels on all cable systems and direct broadcast satellite systems serving its market. Each commercial television station may elect between invoking its “must carry” right or invoking a right to prevent an MVPD system from retransmitting the station’s signal without its consent (“retransmission consent”). Stations must make this election by October 1 every three years. Such elections are binding throughout the three-year cycle that commences on the subsequent January 1. The current election cycle commenced on January 1, 2024, and ends on December 31, 2026. During this period, our stations elected retransmission consent and have entered into retransmission consent contracts with virtually all MVPD systems serving their markets. Under the Communications Act and FCC regulations, broadcasters and MVPDs are required to negotiate retransmission consent agreements in good faith. Among other things, MVPDs may designate a buying group to negotiate retransmission consent agreements on their behalf and large stations groups, such as us, are required to negotiate for retransmission consent in good faith with a qualified MVPD buying group.

 

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The FCC also has promulgated rules that: (i) grant DBS providers the right to seek market modifications based on factors similar to those used in the cable industry; (ii) broaden the FCC’s prohibition against joint retransmission negotiations by prohibiting joint retransmission negotiations by any stations in the same DMA not under common control; (iii) prohibit a television station from limiting the ability of an MVPD to carry into its local market television signals that are deemed significantly viewed; and (iv) eliminate the “sweeps prohibition,” which precluded cable operators from deleting or repositioning local commercial television stations during “sweeps” ratings periods. A proposal adopted in January 2025 will require MVPDs to report to the FCC any service disruptions resulting from failed retransmission consent negotiations that last longer than 24 hours.

 

We currently are not a party to any agreements that delegate our authority to negotiate retransmission consent for any of our television stations or that grant us authority to negotiate retransmission consent for any other television station. Nevertheless, we cannot predict how the FCC’s restriction on joint negotiation might impact future opportunities.

 

The FCC has sought comment on whether it should modify or eliminate the network non-duplication and syndicated exclusivity rules. In March 2020, the FCC sought comment on whether it should modernize its methodology for determining whether a television station is significantly viewed in a community outside of its local television market. Under exceptions to the network non-duplication and syndicated exclusivity rules, cable operators and satellite carriers are not required to delete the duplicating network or syndicated programming where the signal of the otherwise distant station is determined to be significantly viewed in the relevant community. We cannot predict the outcome of these proceedings. If, however, the FCC eliminates or relaxes its rules enforcing our program exclusivity rights, it could affect our ability to negotiate future retransmission consent agreements, and it could harm our ratings and advertising revenue if cable and satellite operators import duplicative programming.

 

Certain online video distributors (“OVDs”) have explored streaming broadcast programming over the internet without the consent of the copyright owner of the programming. The majority of federal courts have sided with broadcasters and enjoined OVDs from streaming broadcast programming without obtaining such copyright clearance.

 

On December 19, 2014, the FCC issued an NPRM seeking comment on its proposal to modernize the term “MVPD” to be technology neutral. If the NPRM proposal is adopted, an entity that uses the internet to distribute multiple streams of linear programming would be considered an MVPD and would have the same retransmission consent rights and obligations as other MVPDs, including the right to negotiate with television stations to carry their broadcast signals. The FCC also asked about the possible copyright implications of this proposal. We cannot predict the outcome of the FCC’s interpretive proceedings. Currently, a number of OVDs have obtained appropriate copyright authority and are retransmitting broadcast programming over the internet, but have not been required to obtain separate retransmission consent from the broadcast stations being retransmitted.

 

The foregoing does not purport to be a complete summary of the Communications Act, other applicable statutes, or the FCC’s rules, regulations or policies. Proposals for additional or revised regulations and requirements are pending before, are being considered by, and may in the future be considered by, Congress and federal regulatory agencies from time to time. We cannot predict the effect of any existing or proposed federal legislation, regulations or policies on our business. Also, several of the foregoing matters are now, or may become, the subject of litigation, and we cannot predict the outcome of any such litigation or the effect on our business.

 

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Human Capital

 

Successful execution of our strategy is dependent on attracting, developing and retaining key employees and members of our management team. We believe the substantial skills, experience and industry knowledge of our employees and our training of our customer-facing employees benefit our operations and performance. There are several ways in which we attract, develop, and retain highly qualified talent, including:

 

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Training and investing in our employees. With competitive wages, healthcare benefits, a defined contribution retirement program and opportunities for job training and advancement, our employees develop skills and expertise necessary to build careers.

 

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Driving a diverse and inclusive culture. We are committed to a welcoming and inclusive environment in every aspect of our business. As we strive to deliver high-quality products and services that exceed expectations, we embrace the unique perspectives and experiences of our employees and partners and the communities we serve. 

 

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Focusing on a safe and healthy workplace. We value our employees and are committed to providing a safe and healthy workplace. All employees are required to comply with Company safety rules and expectations and are expected to actively contribute to making our Company a safer place to work.

 

Employees

 

As of February 21, 2025, we had 9,118 full-time employees and 384 part-time employees, of which, 510 full-time and 23 part-time employees at 17 stations were represented by various unions. We consider our relations with our employees to be good.

 

Corporate Information

 

Gray Media, Inc. is a Georgia corporation, incorporated in 1897 initially to publish the Albany Herald in Albany, Georgia. We entered the broadcast industry in 1953. Our executive offices are located at 4370 Peachtree Road, NE, Atlanta, Georgia 30319, and our telephone number at that location is (404) 504-9828. Our website address is http://www.graymedia.com. The information on our website is not incorporated by reference or part of this or any other report we file with or furnish to the Securities and Exchange Commission (“SEC”). We make the following reports filed or furnished, as applicable, with the SEC available, free of charge, on our website under the heading “SEC Filings” as soon as practicable after they are filed with, or furnished to, the SEC: our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and amendments to any of the foregoing.

 

A Code of Ethics (“Code”) applies to all of our directors, executive officers and employees. The Code is available on our website in the Investor Relations section under the subheading Governance Documents. If any waivers of the Code are granted to an executive officer or director, the waivers will be disclosed in an SEC filing on Form 8-K.

 

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Item 1A. RISK FACTORS

 

In addition to the other information contained in, incorporated by reference into or otherwise referred to in this Annual Report, you should consider carefully the following factors when evaluating our business. Any of these risks, or the occurrence of any of the events described in these risk factors, could materially adversely affect our business, financial condition and the results of operations. In addition, other risks or uncertainties not presently known to us or that we currently do not deem material could arise, any of which could also materially adversely affect us. This Annual Report also contains and incorporates, by reference, forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including the occurrence of one or more of the following risk factors.

 

Risks Related to Our Business

 

Operating Risks

 

The success of our business is dependent upon advertising revenues, which are seasonal and cyclical, and also fluctuate as a result of a number of factors, some of which are beyond our control.

 

Our main source of revenue is the sale of advertising time and space. Our ability to sell advertising time and space depends on, among other things:

 

 

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economic conditions in the areas where our stations are located and in the nation as a whole;

 

 

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the popularity of the programming offered by our television stations;

 

 

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changes in the population demographics in the areas where our stations are located;

 

 

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local and national advertising price fluctuations, which can be affected by the availability of programming, the popularity of programming, and the relative supply of and demand for commercial advertising;

 

 

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our competitors’ activities, including increased competition from other advertising-based mediums, particularly digital platforms, cable networks, MVPDs and other internet companies;

 

 

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the duration and extent of any network preemption of regularly scheduled programming for any reason;

 

 

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decisions by advertisers to withdraw or delay planned advertising expenditures for any reason;

 

 

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the competitiveness of local, regional, and federal elections and ballot initiatives;

 

 

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labor disputes or other disruptions at major national advertisers, programming providers or networks; and

 

 

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other factors beyond our control.

 

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Our results are also subject to seasonal and cyclical fluctuations. Seasonal fluctuations typically result in higher revenue and broadcast operating income in the second and fourth quarters rather than in the first and third quarters of each year. This seasonality is primarily attributable to advertisers’ increased expenditures in the spring and in anticipation of holiday season spending in the fourth quarter and an increase in television viewership during these periods. In addition, we typically experience fluctuations in our revenue and broadcast operating income between even-numbered and odd-numbered years. In years in which there are impending elections for various state and national offices, which primarily occur in even-numbered years, political advertising revenue tends to increase, often significantly, and particularly during presidential election years. We consider political broadcast advertising revenue to be revenue earned from the sale of advertising to political candidates, political parties and special interest groups of advertisements broadcast by our stations that contain messages primarily focused on elections and/or public policy issues. In even-numbered years, we typically derive a material portion of our broadcast advertising revenue from political broadcast advertisers. For the years ended December 31, 2024 and 2023, we derived approximately 14% and 2%, respectively, of our total revenue from political broadcast advertisers. If political broadcast advertising revenues declined, especially in an even-numbered year, our results of operations and financial condition could also be materially adversely affected. Also, our stations affiliated with the NBC Network broadcast Olympic Games and typically experience increased viewership and revenue during those broadcasts. As a result of the seasonality and cyclicality of our revenue and broadcast operating income, and the historically significant increase in our revenue and broadcast operating income during even-numbered years, it has been, and is expected to remain, difficult to engage in period-over-period comparisons of our revenue and results of operations.

 

Uncertain financial and economic conditions may have an adverse impact on our business, results of operations or financial condition.

 

Uncertainty of financial and economic conditions over the longer term and the continuation or worsening of such conditions could reduce consumer confidence and have an adverse effect on our business, results of operations and/or financial condition. If consumer confidence were to decline, this decline could negatively affect our advertising customers’ businesses and their advertising budgets. In addition, volatile economic conditions could have a negative impact on our industry or the industries of our customers who advertise on our stations, resulting in reduced advertising sales. Furthermore, it may be possible that actions taken by any governmental or regulatory body for the purpose of stabilizing the economy or financial markets will not achieve their intended effect. In addition to any negative direct consequences to our business or results of operations arising from these financial and economic developments, some of these actions may adversely affect financial institutions, capital providers, advertisers or other consumers on whom we rely, including for access to future capital or financing arrangements necessary to support our business. Our inability to obtain financing in amounts and at times necessary could make it more difficult or impossible to meet our obligations or otherwise take actions in our best interests.

 

Our dependence upon a limited number of advertising categories could adversely affect our business.

 

We consider broadcast advertising revenue to be revenue earned primarily from the sale of advertisements broadcast by our stations. Although no single customer represented more than 5% of our broadcast advertising revenue for the years ended December 31, 2024 and 2023, we derived a material portion of non-political broadcast advertising revenue from advertisers in a limited number of industries, particularly the services sector, comprising financial, legal and medical advertisers, and the automotive industry. The services sector has become an increasingly important source of advertising revenue over the past few years. During the years ended December 31, 2024, 2023 and 2022 approximately 23%, 27% and 28%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector. During the years ended December 31, 2024, 2023 and 2022 approximately 20%, 20% and 17%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers. Our results of operations and financial condition could be materially adversely affected if broadcast advertising revenue from the services sector, automotive or certain other industries, such as the medical, restaurant, communications, or furniture and appliances industries, declined.

 

15
 

 

We intend to continue to evaluate growth opportunities through strategic acquisitions, and there are significant risks associated with an acquisition strategy.

 

We intend to continue to evaluate opportunities for growth through selective acquisitions of television stations or station groups, subject to our commitment to reducing our leverage ratio over time. There can be no assurances that we will be able to identify any suitable acquisition candidates, and we cannot predict whether we will be successful in pursuing or completing any acquisitions, or what the consequences of not completing any acquisitions would be. Consummation of any proposed acquisition at any time may also be subject to various conditions such as compliance with FCC rules and policies. Consummation of acquisitions may also be subject to antitrust or other regulatory requirements. In addition, as we operate in a highly regulated industry, we could be subject to litigation, government investigations and enforcement actions on a variety of matters, the result of which could limit our acquisition strategy.

 

An acquisition strategy involves numerous other risks, including risks associated with:

 

 

●

identifying suitable acquisition candidates and negotiating definitive purchase agreements on satisfactory terms;

 

 

●

integrating operations and systems and managing a large and geographically diverse group of stations;

 

 

●

obtaining financing to complete acquisitions, which financing may not be available to us at times, in amounts, or at rates acceptable to us, if at all, and potentially the related risks associated with increased debt;

 

 

●

diverting our management’s attention from other business concerns;

 

 

●

potentially losing key employees; and

 

 

●

potential changes in the regulatory approval process that may make it materially more expensive, or materially delay our ability, to consummate any proposed acquisitions.

 

Our failure to identify suitable acquisition candidates, or to complete any acquisitions and integrate any acquired business, or to obtain the expected benefits therefrom, could materially adversely affect our business, financial condition and results of operations.

 

We may fail to realize any benefits and incur unanticipated losses related to any acquisition.

 

The success of any strategic acquisition depends, in part, on our ability to successfully combine the acquired business and assets with our business and our ability to successfully manage the assets so acquired. It is possible that the integration process could result in the loss of key employees, the disruption of ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers and employees or to achieve the anticipated benefits of an acquisition. Successful integration may also be hampered by any differences between the operations and corporate culture of the two organizations. Additionally, general market and economic conditions may inhibit our successful integration of any business. If we experience difficulties with the integration process, the anticipated benefits of an acquisition may not be realized fully, or at all, or may take longer to realize than expected. Finally, any cost savings that are realized may be offset by losses in revenues from the acquired business, any assets or operations disposed of in connection therewith or otherwise, or charges to earnings in connection with such acquisitions.

 

16
 

 

We must purchase television programming in advance of knowing whether a particular show will be popular enough for us to recoup our costs.

 

One of our most significant costs is for the purchase of television programming. If a particular program is not sufficiently popular among audiences in relation to the cost we pay for such program, we may not be able to sell enough related advertising time for us to recover the costs we pay to broadcast the program. We also must usually purchase programming several years in advance, and we may have to commit to purchase more than one year’s worth of programming, resulting in the incurrence of significant costs in advance of our receipt of any related revenue. We may also replace programs that are performing poorly before we have recaptured any significant portion of the costs we incurred in obtaining such programming or fully expensed the costs for financial reporting purposes. Any of these factors could reduce our revenues, result in the incurrence of impairment charges, or otherwise cause our costs to escalate relative to revenues.

 

We are highly dependent upon our network affiliations, and our business and results of operations may be materially affected if a network: (i) terminates its affiliation with us; (ii) significantly changes the economic terms and conditions of any future affiliation agreements with us; or (iii) significantly changes the type, quality or quantity of programming provided to us under an affiliation agreement.

 

Our business depends in large part on the success of our network affiliations. One or more stations in each of our operating markets are affiliated with at least one of the four major broadcast networks pursuant to individual affiliation agreements. Each affiliation agreement provides the affiliated station with the right to broadcast all programs transmitted by the affiliated network during the term of the related agreement. Our affiliation agreements generally expire at various dates through December 31, 2028 (with respect to Big Four networks).

 

If we cannot enter into affiliation agreements to replace any agreements in advance of their expiration, we would no longer be able to carry the affiliated network’s programming. This loss of programming would require us to create and/or obtain replacement programming. Such replacement programming may involve higher costs and may not be as attractive to our target audiences, thereby reducing our ability to generate advertising revenue, which could have a material adverse effect on our results of operations. On the other hand, replacement programming may provide additional advertising inventory than that provided to affiliated stations by their networks. Our concentration of CBS and/or NBC affiliates makes us particularly sensitive to adverse changes in our business relationship with, and the general success of, CBS and/or NBC.

 

If we are able to renew or replace existing affiliation agreements, we can give no assurance that any future affiliation agreements will have economic terms or conditions equivalent to or more advantageous to us than our current agreements. If in the future a network or networks impose more adverse economic terms upon us, such event or events could have a material adverse effect on our business and results of operations.

 

In addition, if we are unable to renew or replace any existing affiliation agreements, we may be unable to satisfy certain obligations under our existing or any future retransmission consent agreements with MVPDs and/or secure payment of retransmission consent fees under such agreements. Furthermore, if in the future a network limited or removed our ability to retransmit network programming to MVPDs, we may be unable to satisfy certain obligations or criteria for fees under any existing or any future retransmission consent agreements. In either case, such an event could have a material adverse effect on our business and results of operations.

 

17
 

 

We are also dependent upon our retransmission consent agreements with MVPDs, and we cannot predict the outcome of potential regulatory changes to the retransmission consent regime.

 

We are also dependent, in significant part, on our retransmission consent agreements. Our current retransmission consent agreements expire at various times over the next several years. No assurances can be provided that we will be able to renegotiate all of such agreements on favorable terms, on a timely basis, or at all. The failure to renegotiate such agreements could have a material adverse effect on our business and results of operations.

 

Our ability to successfully negotiate future retransmission consent agreements may be hindered by potential legislative or regulatory changes to the framework under which these agreements are negotiated.

 

The FCC has taken actions to implement various provisions of the STELAR Reauthorization Act of 2014 affecting the carriage of television stations, including (i) adopting rules that allow for the modification of satellite television markets in order to ensure that satellite operators carry the broadcast stations of most interest to their communities; (ii) tightening its rules on joint retransmission consent negotiations to prohibit joint negotiations by stations in the same market unless those stations are commonly controlled; (iii) prohibiting a television station from limiting the ability of an MVPD to carry into its local market television signals that are deemed significantly viewed; and (iv) eliminating the “sweeps prohibition,” which had precluded cable operators from deleting or repositioning local commercial television stations during “sweeps” ratings periods.

 

We currently are not a party to any agreements that delegate our authority to negotiate retransmission consent for any of our television stations or grant us authority to negotiate retransmission consent for any other television station. Nevertheless, we cannot predict how the FCC’s restrictions on joint negotiations might impact future opportunities.

 

The FCC also has sought comment on whether it should modify or eliminate the network non-duplication and syndicated exclusivity rules. We cannot predict the outcome of this proceeding. If, however, the FCC eliminates or relaxes its rules enforcing our program exclusivity rights, it could affect our ability to negotiate future retransmission consent agreements, and it could harm our ratings and advertising revenue if cable and satellite operators import duplicative programming.

 

In addition, certain OVDs have explored streaming broadcast programming over the internet without approval from or payments to the broadcaster. The majority of federal courts have issued preliminary injunctions enjoining these OVDs from streaming broadcast programming. Separately, on December 19, 2014, the FCC issued an NPRM proposing to classify certain OVDs as MVPDs for purposes of certain FCC carriage rules. If the FCC adopts its proposal, OVDs would need to negotiate for consent from broadcasters before they retransmit broadcast signals. We cannot predict whether the FCC will adopt its proposal or other modified rules that might weaken our rights to negotiate with OVDs.

 

In December 2019, Congress adopted the Satellite Television Community Protection and Promotion Act of 2019 and the Television Viewer Protection Act of 2019 (the “TVPA of 2019”). Among other things, these acts (i) made permanent the copyright license set out in Section 119 of the Copyright Act; (ii) limited eligibility for use of the Section 119 license to retransmit the signals of network television broadcast stations to unserved households to those satellite operators who provide local-into-local service to all DMAs; and (iii) modified the definition of unserved households to those households located in a “short market” (which, in turn, was defined as a local market in which programming of one or more of the top four networks is not offered on either the primary or multicast stream by any network station in that market). The TVPA of 2019 also made permanent the requirement that broadcasters and MVPDs negotiate in good faith and adds a provision that will (i) allow MVPDs to designate a buying group to negotiate retransmission consent agreements on their behalf and (ii) require large stations groups, including ours, to negotiate in good faith with a qualified MVPD buying group.

 

18
 

 

Congress continues to consider various changes to the statutory scheme governing retransmission of broadcast programming. Some of the proposed bills would make it more difficult to negotiate retransmission consent agreements with large MVPDs and would weaken our leverage to seek market-based compensation for our programming. We cannot predict whether any of these proposals will become law, and, if any do, we cannot determine the effect that any statutory changes would have on our business.

 

We may be unable to maintain or increase our digital advertising revenue, which could have a material adverse effect on our business and operating results.

 

We generate a meaningful portion of our advertising revenue from the sale of advertisements on our digital platforms and through the sale of inventory on digital platforms owned by third parties. Our ability to maintain and increase this advertising revenue is largely dependent upon the number of users actively visiting the digital sites, digital apps, and platforms and our arrangements that allow us to sell and service such inventory. Because digital advertising techniques are evolving, if our content, technology and/or advertisement-serving techniques do not evolve to meet the changing needs of advertisers, our advertising revenue could decline. Changes in our business model, advertising inventory or initiatives could also cause a decrease in our digital advertising revenue.

 

We do not have long-term agreements with most of our digital advertisers. Any termination, change or decrease in our relationships with our largest digital advertising clients could have a material adverse effect on our revenue and profitability. If we do not maintain or increase our digital advertising revenue, our business, results of operations and financial condition could be materially adversely affected.

 

Increased cybersecurity threats, attacks, and cybersecurity incidents impacting our information technology infrastructure or those of our third-party service providers could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer.

 

We rely on technology and data owned or controlled by us or our third-party service providers in substantially all aspects of our business operations. Our revenues are increasingly dependent on digital products and access to systems and data. Such use exposes us to cybersecurity threats arising from a variety of causes and forms, including from deliberate attacks or unintentional events. These cybersecurity incidents and similar attacks could include, but are not limited to, the deployment of harmful malware or ransomware, denial-of-services attacks, and other attacks, which may affect business continuity and threaten the availability, confidentiality and integrity of our systems and information. These attacks and incidents can also include employee or personnel failures, fraud, phishing or other social engineering attempts or other methods to cause confidential information, payments, account access or access credentials, or other data to be transmitted to an unintended recipient, and attempts to gain unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, data corruption or operational disruption. Cybersecurity threat actors also may attempt to exploit vulnerabilities through software including that is software commonly used by companies in cloud-based services and bundled software. If we are subject to a cybersecurity incident or a similar attack, it could result in business interruption, disclosure of nonpublic information, alteration or corruption of data or systems, decreased advertising revenues, misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, litigation or investigations, including individual claims or consumer class actions, commercial litigation, administrative, and civil or criminal investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation costs, financial consequences and reputational damage adversely affecting customer or investor confidence, among other things, any or all of which could materially adversely affect our business. While we have experienced cybersecurity incidents in the past, and may experience additional cybersecurity incidents in the future, we are not aware of any cybersecurity incident having a material adverse effect on our business, results of operations or financial condition to date. However, there can be no assurance that we will not experience future cybersecurity incidents that may be material. Although we have systems and processes in place to try to protect against risks associated with cybersecurity incidents in the future, depending on the nature of an cybersecurity incident, these protections may not be fully sufficient. In addition, because techniques used in cybersecurity threats change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. A cybersecurity incident may not be detected until well after it occurs and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered. Although we maintain a cyber insurance policy, there is no guarantee that such coverage will be sufficient to address costs, liabilities and damages we may incur in connection with a cybersecurity incident or that such coverage will continue to be available on commercially reasonable terms or at all.

 

19
 

 

Industry Risks

 

We operate in a highly competitive environment. Competition occurs on multiple levels (for audiences, programming and advertisers) and is based on a variety of factors. If we are not able to successfully compete in all relevant aspects, our revenues will be materially adversely affected.

 

Television stations compete for audiences, certain programming (including news) and advertisers. Signal coverage and carriage on MVPD systems also materially affect a television station’s competitive position. With respect to audiences, stations compete primarily based on broadcast program popularity. We cannot provide any assurances as to the acceptability by audiences of any of the programs we broadcast. Further, because we compete with other broadcast stations for certain programming, we cannot provide any assurances that we will be able to obtain any desired programming at costs that we believe are reasonable. Cable-network programming, combined with increased access to cable, satellite TV, internet-delivered multichannel video programming distributors (“vMVPDs”), as well as internet video services (such as YouTube) and internet streaming channels and services including subscription video on demand (“SVOD”) and advertising video on demand (“AVOD”) have become significant competitors for television programming viewers. Cable networks’ viewership and advertising share have been declining in recent years, while streaming viewership has accelerated and recently surpassed the combined viewership of broadcast and cable-network programming combined. Further increases in the advertising share of cable networks, internet video services, and internet streaming channels and services could materially adversely affect the advertising revenue of our television stations.

 

In addition, new technologies and methods of buying advertising present an additional competitive challenge, as competitors may offer products and services such as the ability to purchase advertising programmatically or bundled offline and online advertising, aimed at more efficiently capturing advertising spend. The number of viewers and ratings of our television stations and advertising revenues in general may be impacted by viewers moving to these programming alternatives and alternate media content providers, and by eliminating or reducing subscriptions to traditional MVPD services (“cord cutting” and “cord shaving,” respectively). As these programming alternatives continue to drive changes in consumer behavior and other consumption strategies, our business and results of operations may be materially affected.

 

Our inability or failure to broadcast popular programs, or otherwise maintain viewership for any reason, including as a result of increases in programming alternatives, or our loss of advertising due to technological changes, could result in a lessening of advertisers, or a reduction in the amount advertisers are willing to pay us to advertise, which could have a material adverse effect on our business, financial condition and results of operations.

 

20
 

 

Risks Related to Our Indebtedness

 

We have substantial debt and have the ability to incur significant additional debt. The principal and interest payment obligations on such debt may restrict our future operations and impair our ability to meet our long-term obligations.

 

Currently, we have a $5.7 billion in aggregate principal amount of outstanding indebtedness, excluding intercompany debt and deferred financing costs. Subject to our ability to meet certain borrowing conditions under our Fifth Amended and Restated Credit Agreement (the “Senior Credit Agreement”), we have the ability to incur significant additional debt, including secured debt under our $680 million revolving credit facility. The terms of the indenture (the “2031 Notes Indenture”) governing our outstanding 5.375% senior notes due 2031 (the “2031 Notes”), the indenture (the “2030 Notes Indenture”) governing our outstanding 4.750% senior notes due 2030 (the “2030 Notes”), the indenture (the “2029 Notes Indenture”) governing our outstanding 10.5% senior secured first lien notes due 2029 (the “2029 Notes”), the indenture (the “2027 Notes Indenture”) governing our outstanding 7.0% senior notes due 2027 (the “2027 Notes”) and the indenture (the “2026 Notes Indenture”) governing our outstanding 5.875% senior notes due 2026 (the “2026 Notes” and, together with the 2031 Notes Indenture, the 2030 Notes Indenture, the 2029 Notes Indenture, the 2027 Notes Indenture and the 2026 Notes Indenture, the “Existing Indentures” or the “Indentures”) also permit us to incur additional indebtedness, subject to our ability to meet certain borrowing conditions.

 

Our substantial debt may have important consequences. For instance, it could:

 

 

●

require us to dedicate a substantial portion of any cash flow from operations to the payment of interest and principal due under our debt, which would reduce funds available for other business purposes, including capital expenditures, acquisitions and investments;

 

 

●

place us at a competitive disadvantage compared to some of our competitors that may have less debt and better access to capital resources;

 

 

●

limit our ability to obtain additional financing to fund acquisitions, working capital and capital expenditures and for other general corporate purposes; and

 

 

●

make it more difficult for us to satisfy our financial obligations.

 

Our ability to service our significant financial obligations depends on our ability to generate significant cash flow. This is partially subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations, that future borrowings will be available to us under our Senior Credit Agreement or any other credit facilities, or that we will be able to complete any necessary financings, in amounts sufficient to enable us to fund our operations or pay our debts and other obligations, or to fund other liquidity needs. If we are not able to generate sufficient cash flow to service our obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. Additional debt or equity financing may not be available in sufficient amounts, at times or on terms acceptable to us, or at all. Specifically, volatility in the capital markets may also impact our ability to obtain additional financing, or to refinance our existing debt, on terms or at times favorable to us. If we are unable to implement one or more of these alternatives, we may not be able to service our debt or other obligations, which could result in us being in default thereon, in which circumstances our lenders could cease making loans to us, and lenders or other holders of our debt could accelerate and declare due all outstanding obligations due under the respective agreements, which could have a material adverse effect on us.

 

21
 

 

The agreements governing our various debt obligations impose restrictions on our operations and limit our ability to undertake certain corporate actions.

 

The agreements governing our various debt obligations, including our Senior Credit Agreement and the Existing Indentures, include covenants imposing significant restrictions on our operations. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. These covenants place, or will place, restrictions on our ability to, among other things:

 

 

●

incur additional debt, subject to certain limitations;

 

 

●

declare or pay dividends, redeem stock or make other distributions to stockholders;

 

 

●

make investments or acquisitions;

 

 

●

create liens or use assets as security in other transactions;

 

 

●

issue guarantees;

 

 

●

merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets;

 

 

●

amend our articles of incorporation or bylaws;

 

 

●

engage in transactions with affiliates; and

 

 

●

purchase, sell or transfer certain assets.

 

Any of these restrictions and limitations could make it more difficult for us to execute our business strategy.

 

The Existing Indentures and our Senior Credit Agreement require us to comply with certain financial ratios or other covenants; our failure to do so would result in a default thereunder, which would have a material adverse effect on us.

 

We are required to comply with certain financial or other covenants under the Existing Indentures and our Senior Credit Agreement. Our ability to comply with these requirements may be affected by events affecting our business, but beyond our control, including prevailing general economic, financial and industry conditions. These covenants could have an adverse effect on us by limiting our ability to take advantage of financing, investment, acquisition or other corporate opportunities. The breach of any of these covenants or restrictions could result in a default under the Existing Indentures or our Senior Credit Agreement.

 

Upon a default under any of our debt agreements, the lenders or debtholders thereunder could have the right to declare all amounts outstanding, together with accrued and unpaid interest, to be immediately due and payable, which could, in turn, trigger defaults under other debt obligations and could result in the termination of commitments of the lenders to make further extensions of credit under our Senior Credit Agreement. If we were unable to repay our secured debt to our lenders, or were otherwise in default under any provision governing our outstanding secured debt obligations, our secured lenders could proceed against us and our subsidiary guarantors and against the collateral securing that debt. Any default resulting in an acceleration of outstanding indebtedness, a termination of commitments under our financing arrangements or lenders proceeding against the collateral securing such indebtedness would likely result in a material adverse effect on our business, financial condition and results of operations.

 

22
 

 

Our variable rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly.

 

Borrowings under our Senior Credit Agreement are at variable rates of interest and expose us to interest rate risk. If the rates on which our borrowings are based were to increase from current levels, our debt service obligations on our variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash available to service our other obligations would decrease.

 

To partially mitigate this risk, we have entered into interest rate caps pursuant to an International Swaps and Derivatives Association ("ISDA") Master Agreement with two counterparties in an aggregate notional amount of $1.9 billion. The interest rate caps protect us against adverse fluctuations in interest rates by reducing our exposure to variability in cash flows on a portion of our variable-rate debt. The interest rate caps effectively limit the annual interest charged on our Senior Credit Agreement’s current term loans to a maximum of 1-month Term SOFR of 4.96% and 5.047%. We are required to pay aggregate fees in connection with the interest rate caps of approximately $34 million that is due and payable at maturity on December 31, 2025. We received $6 million and $4 million of cash payments from the counterparties 2024 and 2023, respectively, that we reclassify to reduce interest expense in our consolidated statement of operations.

 

Other Financial Risks

 

We recently have incurred impairment charges on our goodwill, other intangible assets and investments. In prior periods we have incurred impairment charges on our broadcast licenses. Any such future charges may have a material effect on the value of our total assets.

 

As of December 31, 2024, the book value of our broadcast licenses was $5.3 billion and the book value of our goodwill was $2.6 billion, in comparison to total assets of $10.5 billion.

 

During 2023, as a result of the bankruptcy of Diamond Sports Group, LLC (“Diamond”), our production companies segment recorded a non-cash charge of $43 million, for impairment of goodwill and other intangible assets. In January 2025, we received a cash payment of $4 million in settlement of our claim in the Diamond plan of reorganization that was confirmed on November 14, 2024.

 

Also, during the years ended December 31, 2024 and 2023, we have recognized impairment charges of $25 million and $29 million, respectively, related to investments. These impairment charges were recorded upon our determination that the fair value of the investments had declined on an other-than-temporary basis or that the recorded value was not recoverable.

 

Not less than annually, and more frequently if necessary, we are required to evaluate our goodwill and broadcast licenses to determine if the estimated fair value of these intangible assets is less than book value. If the estimated fair value of these intangible assets is less than book value, we will be required to record a non-cash expense to write down the book value of the intangible asset to the estimated fair value. We cannot make any assurances that any required impairment charges will not have a material adverse effect on our total assets.

 

We are a holding company with no material independent assets or operations and we depend on our subsidiaries for cash.

 

We are a holding company with no material independent assets or operations, other than our investments in our subsidiaries. Because we are a holding company, we are dependent upon the payment of dividends, distributions, loans or advances to us by our subsidiaries to fund our obligations. These payments could be or become subject to dividend or other restrictions under applicable laws in the jurisdictions in which our subsidiaries operate. Payments by our subsidiaries are also contingent upon the subsidiaries’ earnings. If we are unable to obtain sufficient funds from our subsidiaries to fund our obligations, our financial condition and ability to meet our obligations may be materially adversely affected.

 

23
 

 

Our defined benefit pension plan obligations are currently funded, however, if certain factors worsen, we may have to make significant cash payments, which could reduce the cash available for our business.

 

We have funded obligations under our defined benefit pension plans. Notwithstanding that the Gray Pension Plan is frozen with regard to any future benefit accruals, the funded status of our pension plans is dependent upon many factors, including returns on invested assets, the level of certain market interest rates and the discount rate used to determine pension obligations. Unfavorable returns on the plan’s assets or unfavorable changes in applicable laws or regulations may materially change the timing and amount of required plan funding, which could reduce the cash available for our business. In addition, any future decreases in the discount rate used to determine pension obligations could result in an increase in the valuation of pension obligations, which could affect the reported funding status of our pension plans and future contributions.

 

Risks Related to the Ownership of Our Equity Securities

 

The price and trading volume of our equity securities may be volatile.

 

The price and trading volume of our equity securities may be volatile and subject to fluctuations. Some of the factors that could cause fluctuation in the stock price or trading volume of our equity securities include:

 

 

●

general market and economic conditions and market trends, including in the television broadcast industry and the financial markets generally, including levels of key interest rates;

 

 

●

the political, economic and social situation in the United States;

 

 

●

actual or anticipated variations in operating results, including audience share ratings and financial results;

 

 

●

inability to meet projections in revenue;

 

 

●

announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments or other business developments;

 

 

●

technological innovations in the television broadcast industry;

 

 

●

adoption of new accounting standards affecting our industry;

 

 

●

operations of competitors and the performance of competitors’ common stock;

 

 

●

litigation or governmental action involving or affecting us or our subsidiaries;

 

 

●

changes in financial estimates and recommendations by securities analysts;

 

 

●

recruitment or departure of key personnel;

 

 

●

purchases or sales of blocks of our common stock; and

 

 

●

operating and stock performance of the companies that investors may consider to be comparable.

 

24
 

 

There can be no assurance that the price of our equity securities will not fluctuate or decline significantly. The stock market in recent years has experienced considerable price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of individual companies and that could adversely affect the price of our equity securities, regardless of our operating performance. Stock price volatility might be worse if the trading volume of shares of our equity securities is low. Furthermore, stockholders may initiate securities class action lawsuits if the market price of our equity securities were to decline significantly, which may cause us to incur substantial costs and could divert the time and attention of our management.

 

We currently pay cash dividends on our common stock and Class A common stock but this is subject to approval by our Board each quarter. To the extent a potential investor ascribes value to a dividend paying stock, the value of our stock may be correspondingly affected.

 

Our Board of Directors reinstated a cash or stock dividend on both classes of our common stock beginning in the first quarter of 2021. The timing and amount of any future dividend is at the discretion of our Board of Directors, and they may be subject to limitations or restrictions in our Senior Credit Agreement and other financing agreements, including our Series A Perpetual Preferred Stock, we may be, or become, party to. We can provide no assurance when or if any future dividends will be declared on our common stock or Class A common stock. As a result, if and to the extent an investor ascribes value to a dividend paying stock, the value of our common stock or Class A common stock may be correspondingly affected.

 

Anti-takeover provisions contained in our Restated Articles of Incorporation (“Articles”) and our Bylaws, as amended (“Bylaws”), as well as provisions of Georgia law, could impair a takeover attempt.

 

Our Articles and Bylaws may have the effect of delaying, deferring or discouraging a prospective acquirer from making a tender offer for our shares of common stock or otherwise attempting to obtain control of us. To the extent that these provisions discourage takeover attempts, they could deprive stockholders of opportunities to realize takeover premiums for their shares. Moreover, these provisions could discourage accumulations of large blocks of common stock, thus depriving stockholders of any advantages which large accumulations of stock might provide.

 

As a Georgia corporation, we are also subject to provisions of Georgia law, including Section 14-2-1132 of the Georgia Business Corporation Code. Section 14-2-1132 prevents some stockholders holding more than 10% of our outstanding common stock from engaging in certain business combinations unless the business combination was approved in advance by our Board of Directors or results in the stockholder holding more than 90% of our outstanding common stock.

 

Any provision of our Articles, our Bylaws or Georgia law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.

 

We have the ability to issue additional preferred stock, which could affect the rights of holders of our common stock and Class A common stock.

 

Including the shares of preferred stock issued in the acquisition of Raycom Media, Inc. (the “Raycom Merger”), our Articles allow our Board of Directors to issue up to 20 million shares of preferred stock and set forth the terms of such preferred stock. The terms of any such preferred stock, if issued, may materially adversely affect the dividend and liquidation rights of holders of our common stock.

 

25
 

 

Holders of our Class A common stock have the right to 10 votes per share on all matters to be voted on by our stockholders and, consequently, the ability to exert significant influence over us.

 

As a result of the 10 to 1 voting rights of holders of our Class A common stock, these stockholders are expected to be able to exert significant influence over all matters requiring stockholder approval, including mergers and other material transactions, and may be able to cause or prevent a change in the composition of our Board of Directors or a change in control of our Company that could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of the Company and might ultimately affect the market price of our common stock.

 

Certain stockholders or groups of stockholders have the ability to exert significant influence over us.

 

Hilton H. Howell, Jr., our Executive Chairman and Chief Executive Officer, is the husband of Robin R. Howell, a member of our Board of Directors (collectively with other members of their family, the “Howell-Robinson Family”). As a result of their significant stockholdings and positions on the Board of Directors, the Howell-Robinson Family is able to exert significant influence over our policies and management, potentially in a manner which may not be consistent with the interests of our other stockholders.

 

Risks Related to Regulatory Matters

 

Federal broadcasting industry regulations limit our operating flexibility.

 

The FCC regulates all television broadcasters, including us. We must obtain FCC approval whenever we (i) apply for a new license; (ii) seek to renew, modify or assign a license; (iii) purchase a broadcast station; and/or (iv) transfer the control of one of our subsidiaries that holds a license. Our FCC licenses are critical to our operations, and we cannot operate without them. We cannot be certain that the FCC will renew these licenses in the future or approve new acquisitions, mergers, divestitures or other business activities. Our failure to renew any licenses upon the expiration of any license term could have a material adverse effect on our business.

 

Federal legislation and FCC rules have changed significantly in recent years and may continue to change. These changes may limit our ability to conduct our business in ways that we believe would be advantageous and may affect our operating results.

 

The FCC can sanction us for programming broadcast on our stations that it finds to be indecent.

 

The FCC has pursued several enforcement matters regarding broadcast indecency and profanity and the statutory maximum fine for broadcasting indecent material is approximately $0.5 million per incident, up to a maximum of approximately $4.7 million for a continuing violation. In June 2012, the Supreme Court decided a challenge to the FCC’s indecency enforcement policies without resolving the scope of the FCC’s ability to regulate broadcast content. In August 2013, the FCC issued a Public Notice seeking comment on whether it should modify its indecency policies. The FCC has not yet issued a decision in this proceeding and the courts remain free to review the FCC’s current policy or any modifications thereto. The outcomes of these proceedings could affect future FCC policies in this area, and we are unable to predict the outcome of any such judicial proceeding, which could have a material adverse effect on our business.

 

The FCC’s duopoly restrictions limit our ability to own and operate multiple television stations in the same market.

 

The FCC’s ownership rules generally prohibit us from acquiring an “attributable interest” in two television stations that are located in the same market unless at least one of the stations is not ranked among the top-four stations in the market (the “top-four” prohibition).

 

26
 

 

In December 2023, the FCC adopted two modifications to the top-four prohibition that make it more restrictive. These rule changes took effect in March 2024. First, the FCC extended the top-four prohibition to low power television (“LPTV”) stations and multicast streams. As a result of this change, a licensee will be prohibited from acquiring network-affiliated programming of another top-four station in a DMA and then placing that programming on either the multicast stream of a full-power station or a LPTV station in a DMA in which it already owns another top-four rated station. These additional restrictions will apply to transactions entered into after December 26, 2023. Existing combinations will be grandfathered, but may not be transferred or assigned except in compliance with the new rule, or a waiver of the new rule. Second, the FCC modified its methodology for determining a station’s audience share for purposes of the top-four prohibition (and failing station waiver requests) to (i) consider audience share data over a 12-month period immediately preceding the date the application is filed, (ii) expanding the relevant daypart for audience share data significantly, and (iii) requiring the inclusion of audience share data for all free-to-consumer, non-simulcast multicast streams.

 

In November 2022, the FCC issued a Forfeiture Order finding that Gray’s acquisition of CBS programming from another broadcaster in the Anchorage market for Gray’s station KYES-TV was inconsistent with the local television ownership rule’s “top-four” prohibition given Gray’s ownership of KTUU-TV in the same market (a top-four ranked station) and imposed a fine of $0.5 million. Gray has brought a judicial challenge to the FCC’s Order, which remains pending.

 

The FCC also considers television Local Marketing Agreements (“LMAs”) (which are agreements under which a television station sells or provides more than 15% of the programming on another same-market television station) as “attributable interests.” Pursuant to the FCC’s ownership rules currently in effect, our ability to expand in our present markets through additional station acquisitions or LMAs may be constrained.

 

The FCC’s National Television Station Ownership Rule limits the maximum number of households we can reach.

 

Under the FCC’s National Television Station Ownership Rule, a single television station owner may not reach more than 39% of United States households through commonly owned television stations, subject to a 50% discount of the number of television households attributable to UHF stations (the “UHF Discount”). In December 2017, the FCC issued an NPRM seeking comment on whether it should modify or eliminate the national cap, including the UHF Discount. This proceeding remains pending. This rule may constrain our ability to expand through additional station acquisitions. Currently our station portfolio reaches approximately 37% of total United States television households.

 

The Company is subject to governmental oversight regarding compliance with antitrust law as well as related civil litigation.

 

Various governmental agencies, including the DOJ, have authority to enforce the antitrust laws of the United States in the broadcast television industry. The DOJ has increased its enforcement activities within the industry. For example, in the fourth quarter of 2018, the DOJ filed a lawsuit in the United States District Court for the District of Columbia against six broadcasters, including Raycom and Meredith, alleging an agreement to exchange certain competitively sensitive information relating to advertising sales among certain stations in some local markets. The broadcasters and the DOJ entered into substantially identical consent decrees, which, among other things, prohibits the defendant broadcasters from exchanging competitively sensitive information and impose certain compliance requirements. No party to the settlement agreement, including Raycom and Meredith, admitted to any wrongdoing. In addition, following the public disclosure of the DOJ’s investigation and settlement, various putative class action lawsuits were filed against a number of owners of television stations. The cases have been consolidated in a single multidistrict litigation in the District Court for the Northern District of Illinois and the plaintiffs’ operative complaint alleges price fixing and unlawful information exchange among the defendants’ advertisement sales teams. We are unable to predict the outcome of these proceedings. For more information on these proceedings, see “Item 3. Legal Proceedings.”

 

27
 

 

Item 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

Item 1C. CYBERSECURITY

 

 

Risk Management and Strategy

 

We strive to implement leading data protection standards to ensure a strong commitment to cybersecurity. Our Data Security Policy and Cybersecurity Incident Response Plan (“CIRP”), which is part of our enterprise wide risk management processes, guides our cybersecurity program. The CIRP, developed in consultation with an independent cybersecurity expert, includes processes for identifying, managing, and remediating cybersecurity incidents. We utilized the National Institute of Standards and Technology (“NIST”) and the Center for Internet Security (“CIS”) guidelines to develop and implement the CIRP, which is approved by our Chief Technology Officer (“CTO”). However, this should not be interpreted to mean that we meet any particular technical standards, specifications, or requirements, only that we used the NIST and CIS as a guide to help create develop and implement the CIRP. The CIRP is reviewed and updated annually. The Company’s cybersecurity risk management processes include ongoing monitoring and testing of its information systems and data to identify and respond to potential cybersecurity threats. Internally, the Company utilizes an enterprise Attack Surface Management tool to routinely scan for vulnerabilities to internal assets. Externally, we use third-party vendors to routinely conduct scans for vulnerabilities to external assets. In addition, our internal auditors along with management also conduct periodic monitoring of our internal controls over our data security and customer privacy systems and processes.

 

For many vendors for the Company, we request copies of standard security reports or assessments, such as System and Organization Controls (“SOC”) reports, to support our assessment of our vendors’ security practices. In collaboration with the National Association of Broadcasters, North American Broadcasters Association, and risk management vendors, we are also working to assemble broadcaster-specific guidelines for information technology vendor selection.

 

The Company provides security awareness training for all employees on a regular basis. The training is designed to educate and prepare employees to recognize unsafe practices and to properly respond to phishing attacks from email, social media, and other sources. Follow-up testing using simulated attack tools is used to validate the effectiveness of training and compliance.

 

Although we have systems and processes in place to protect against risks associated with cybersecurity incidents in the future, depending on the nature of an incident, these protections may not be fully sufficient. To date, no risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or have been determined to be reasonably likely to materially affect the Company or our business strategy, results of operations, or financial condition. For additional information regarding the risks from cybersecurity threats and incidents we face, see the section captioned “Operating Risks – Disruptions or security breaches of our information technology infrastructure could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer” within Part I, Item 1A. “Risk Factors”.

 

28
 
 
 

Governance

 

Management is responsible for the Company’s day-to-day risk management and the Board serves in an oversight role. The Board has empowered the Audit Committee with formal oversight of enterprise risk matters, including with respect to cybersecurity. The Audit Committee and management periodically review the Company’s policies with respect to risk identification, assessment, and management, including cybersecurity risk exposures and the internal controls and procedures in place to manage such risks, as well as the steps that management takes to monitor and control such exposures. In addition, the Audit Committee and the Board consider risk-related matters on an ongoing basis in connection with deliberations regarding specific transactions and issues.

 

The Cybersecurity Incident Response Team (“CIRT”), which is led by the CTO, is responsible for the prevention, detection, mitigation, and remediation of cybersecurity incidents and conducts primary incident response efforts. Our CTO, who is responsible for assessing and managing the Company’s cybersecurity risks, has over 30 years of industry experience, including serving in similar roles leading and overseeing cybersecurity programs at Raycom Media prior to the Raycom Merger. Other team members of the CIRT also have relevant educational and industry experience, including holding similar positions at large companies. Incidents can be escalated up to our executive leadership team, depending on the severity of the incidents. Our President and/or CTO regularly report to our Board, and our CISO and General Counsel regularly report to our Audit Committee about our cybersecurity health and initiatives. In addition, the Board receives quarterly reports on risk management activities across Gray operations, including with respect to cybersecurity.

 

Item 2. PROPERTIES

 

We lease our principal executive offices in a building located at 4370 Peachtree Road, NE, Atlanta, Georgia, 30319. We also own or lease various other offices and technical facilities that support our operations. See “Stations”, in Item 1. Business. of this Form 10-K.

 

The types of properties required to support television stations include offices, studios, transmitter sites and antenna sites. A station’s studios are generally housed within its offices in each respective market. The transmitter sites and antenna sites are generally located in elevated areas to provide optimal signal strength and coverage. We own or lease land, offices, studios, transmitters and antennas in each of our markets necessary to support our operations in that market area. In some market areas, we also own or lease multiple properties, such as towers and/or signal repeaters (translators), to optimize our broadcast capabilities. To the extent that our properties are leased, and those leases contain expiration dates, we believe that those leases can be renewed, or that alternative facilities can be leased or acquired, on terms that are comparable, in all material respects, to our existing properties.

 

We also own Assembly Atlanta, which is a 135-acre real estate complex centered around the studio industry located in the City of Doraville, Georgia. The Assembly Atlanta development includes the 43-acre Assembly Studios complex. The studio operations are managed under an operating agreement with NBCUniversal Media, LLC (“NBCU”) through which NBCU will lease and operate the state-of-the-art studio facilities as well as manage our retained studio facilities at Assembly Studios and the adjacent Third Rail Studios.

 

We believe our owned and leased properties are in good condition and suitable for the conduct of our present business.

 

29
 

 

Item 3. LEGAL PROCEEDINGS

 

From time to time, we are subject to legal proceedings and claims in the ordinary course of business. We do not believe that any known legal proceedings or claims are likely to have a material adverse effect on our business, financial condition, results of operations or cash flows. See Note 12 “Commitments and Contingencies” of our audited consolidated financial statements included elsewhere herein for a further discussion of our legal proceedings and incorporated herein by reference.

 

Item 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

 

Set forth below is certain information with respect to our executive officers as of February 21, 2025:

 

Hilton H. Howell, Jr., age 62, has served as our Executive Chairman and Chief Executive Officer since January 2, 2019. Prior to that, Mr. Howell served as our Chairman, Chief Executive Officer, and President from June 2013 to December 2018. Mr. Howell is a member of the Executive Committee of the Board, has been a Director since 1993, and served as the Vice Chairman of the Board from 2002 to April 2016 when he was appointed as Chairman. He served as our Executive Vice President from September 2002 to August 2008. In addition, he serves as President and Chief Executive Officer of Atlantic American Corporation, an insurance holding company, and as Chairman of that company since February 2009. He was Executive Vice President of Delta Life Insurance Company and Delta Fire & Casualty Insurance Company from 1991-2013 and has since served as Chief Executive Officer. Mr. Howell has served as General Counsel of Delta Life and Delta Fire since 1991. Mr. Howell also serves as a Director of Atlantic American Corporation and of each of its subsidiaries, American Southern Insurance Company, American Safety Insurance Company and Bankers Fidelity Life Insurance Company, as well as a Director of Delta Life Insurance Company and Delta Fire & Casualty Insurance Company. He is the husband of Mrs. Robin R. Howell, who is a member of our Board of Directors. Previously, Mr. Howell served as a board member of the National Association of Broadcasters and the NBC Affiliate Board.

 

Donald P. LaPlatney, age 65 has served as our President and Co-Chief Executive Officer since January 2, 2019. Prior to that, from July 2016 until the closing of the Raycom Merger, he served as Chief Executive Officer and President of Raycom Media, and served as member on their Board of Directors. Before that, he served as Chief Operating Officer of Raycom from April 2014 to July 2016, as Senior Vice President, Digital Media from April 2012 until April 2014, and as Vice President, Digital Media from August 2007 to April 2012. Prior to joining Raycom in 2007, Mr. LaPlatney held various executive positions at The Tube Media Corp., Westwood One, and Raycom Sports. In addition, Mr. LaPlatney serves as Chairman of the Television Board of the National Association of Broadcasters. Previously, Mr. LaPlatney served as Chairman of the NBC Affiliate Board.

 

Jeffrey R. Gignac, age 49, has served as our Executive Vice President since April 2024 and as our Chief Financial Officer since July 2024. Previously, he served as Managing Director and Head of Media & Telecom Investment Banking at Wells Fargo Securities. Prior to that he spent 18 years in leveraged finance, focused on the telecom, media and technology industries. Prior to Wells Fargo, Jeff worked at Ernst & Young and Arthur Andersen. He holds a BA in Accounting from Michigan State University and is a licensed CPA in the State of Georgia.

 

Kevin P. Latek, age 54, has served as our Executive Vice President and Chief Legal and Development Officer since February 2016. Prior to that, he served as our Senior Vice President, Business Affairs since July 2013 and as our Vice President for Law and Development from March 2012 to June 2013. Prior to joining Gray, Mr. Latek practiced law in Washington, DC representing television and radio broadcasters and financial institutions in FCC regulatory and transactional matters. He is a member and officer of the CBS Affiliate Board and a past member of the FOX Affiliate Board of Governors.

 

30
 

 

Sandra Breland, age 62, has served as our Chief Operating Officer since May 2023. In early 2019, Ms. Breland joined Gray as a Senior Vice President of Local Media upon Gray’s acquisition of Raycom Media, where she served as a Group Vice President. Ms. Breland has over 30 years of experience in local broadcasting. She serves on the Board of Directors for the Carole Kneeland Project. Ms. Breland is past president of the Fox Affiliate Board of Governors and past chairman for the Louisiana Association of Broadcasters.  

 

PART II

 

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Our common stock, no par value, and our Class A common stock, no par value, have been listed and traded on the NYSE since September 24, 1996 and June 30, 1995, respectively, under the symbols “GTN” and “GTN.A,” respectively.

 

As of February 21, 2025, we had 91,812,952 outstanding shares of common stock held by 16,451 stockholders and 9,730,058 outstanding shares of Class A common stock held by 665 stockholders. The number of stockholders consists of stockholders of record and individual participants in security position listings as furnished to us pursuant to Rule 17Ad-8 under the Securities Exchange Act of 1934 (the “Exchange Act”).

 

For matters submitted to a shareholder vote, our Articles provide that each share of common stock is entitled to one vote, and each share of Class A common stock is entitled to 10 votes. Our Articles require that our common stock and our Class A common stock receive dividends on a pari passu basis when declared.

 

During 2024, we have paid quarterly cash dividends totaling $0.32 per share on both classes of our common stock. While we have paid dividends to holders of our common stock on a quarterly basis since the beginning of 2021, any future payments of dividends will depend on our financial condition, results of operations, cash flows and such other factors as our Board of Directors deems relevant. In addition, the Senior Credit Agreement and our Indentures each contain covenants that could restrict our ability to pay cash dividends on our capital stock, which are currently applicable. See Note 4 “Long-term Debt” of our audited consolidated financial statements included elsewhere herein for a further discussion of restrictions on our ability to pay dividends.

 

During 2024, we paid quarterly cash dividends on our outstanding 650,000 shares of Series A Perpetual Preferred Stock (the “Preferred Stock”). Shares of the Preferred Stock accrue dividends on the face value of $650 million in (A) cash at a rate of 8% per annum or, (B) at the Company’s option, in-kind at a rate of 8.5% per annum, as declared by our Board of Directors.

 

31
 

 

Stock Performance Graph

 

The following graphs compare the cumulative total return of our common stock and Class A common stock from January 1, 2020 to December 31, 2024, as compared to the stock market total return indexes for (i) The New York Stock Exchange Composite Index (the “NYSE Composite Index”) and (ii) The New York Stock Exchange Television Broadcasting Stations Index (the “TV Broadcasting Stations Index”).

 

The graphs assume the investment of $100 in each of our common stock and the Class A common stock, respectively, the NYSE Composite Index and the TV Broadcasting Stations Index on January 1, 2020. Any dividends are assumed to have been reinvested as paid.

 

 

http://api.rkd.refinitiv.com/api/FilingsRetrieval3/.82460897.0001437749-25-005406charta.jpg.ashx

 

   

As of

 
   

1/1/2020

    

12/31/2020

    

12/31/2021

    

12/31/2022

    

12/31/2023

    

12/31/2024

  

Gray Media, Inc. common stock

   $ 100     $ 83     $ 95     $ 54     $ 45     $ 17  

NYSE Composite Index

   $ 100     $ 107     $ 129     $ 117     $ 133     $ 154  

TV Broadcasting Stations Index

   $ 100     $ 90     $ 95     $ 74     $ 67     $ 74  

 

32
 

 

http://api.rkd.refinitiv.com/api/FilingsRetrieval3/.82460897.0001437749-25-005406chartb.jpg.ashx

 

   

As of

 
   

1/1/2020

    

12/31/2020

    

12/31/2021

    

12/31/2022

    

12/31/2023

    

12/31/2024

  

Gray Media, Inc. Class A common stock

   $ 100     $ 84     $ 94     $ 57     $ 46     $ 41  

NYSE Composite Index

   $ 100     $ 107     $ 129     $ 117     $ 133     $ 154  

TV Broadcasting Stations Index

   $ 100     $ 90     $ 95     $ 74     $ 67     $ 74  

 

33
 

 

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Executive Overview

 

Introduction. The following discussion and analysis of the financial condition and results of operations of Gray Media, Inc. and its consolidated subsidiaries (except as the context otherwise provides, “Gray,” the “Company,” “we,” “us” or “our”) should be read in conjunction with our audited consolidated financial statements and notes thereto included elsewhere herein.

 

This section of our Annual Report discusses 2024 and 2023 items and year-over-year comparisons between 2024 and 2023. A detailed discussion of 2022 items and year-over-year comparisons between 2023 and 2022 that are not included in this Annual Report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7. of our Annual Report for the year ended December 31, 2023.

 

Business Overview. We are a multimedia company headquartered in Atlanta, Georgia. We are the nation’s largest owner of top-rated local television stations and digital assets serving 113 television markets that collectively reach approximately 37 percent of US television households. The portfolio includes 78 markets with the top-rated television station and 99 markets with the first and/or second highest rated television station, as well as the largest Telemundo Affiliate group with 44 markets totaling over 1.5 million Hispanic TV Households. We also own Gray Digital Media, a full-service digital agency offering national and local clients digital marketing strategies with the most advanced digital products and services. Our additional media properties include video production companies Raycom Sports, Tupelo Media Group, and PowerNation Studios, and studio production facilities Assembly Atlanta and Third Rail Studios.

 

Our operating revenues are derived primarily from broadcast and digital advertising, retransmission consent fees and, to a lesser extent, other sources such as production of television and event programming, television commercials, tower rentals and management fees. For the years ended December 31, 2024, 2023 and 2022, we generated revenue of $3.6 billion, $3.3 billion and $3.7 billion, respectively.

 

Revenues, Operations, Cyclicality and Seasonality. Broadcast advertising is sold for placement generally preceding or following a television station’s network programming and within local and syndicated programming. Broadcast advertising is sold in time increments and is priced primarily on the basis of a program’s popularity among the specific audience an advertiser desires to reach. In addition, broadcast advertising rates are affected by the number of advertisers competing for the available time, the size and demographic makeup of the market served by the station and the availability of alternative advertising media in the market area. Broadcast advertising rates are generally the highest during the most desirable viewing hours, with corresponding reductions during other hours. The ratings of a local station affiliated with a major network can be affected by ratings of network programming. Most advertising contracts are short-term, and generally run only for a few weeks.

 

We also sell digital advertising on our stations’ websites and mobile apps. These advertisements may be sold as banner advertisements, video advertisements and other types of advertisements or sponsorships.

 

34
 

 

Our broadcast and digital advertising revenues are affected by several factors that we consider to be seasonal in nature. These factors include:

 

●

Spending by political candidates, political parties and special interest groups increases during the even-numbered “on-year” of the two-year election cycle. This political spending typically is heaviest during the fourth quarter of such years;

●

Broadcast advertising revenue is generally highest in the second and fourth quarters each year. This seasonality results partly from increases in advertising in the spring and in the period leading up to and including the holiday season;

●

Core advertising revenue on our NBC-affiliated stations increases in certain years as a result of broadcasts of the Olympic Games; and

●

Because our stations and markets are not evenly divided among the Big Four broadcast networks, our local and national advertising revenue can fluctuate between years related to which network broadcasts the Super Bowl.

 

We derived a material portion of our non-political broadcast advertising revenue from advertisers in a limited number of industries, particularly the services sector, comprising financial, legal and medical advertisers, and the automotive industry. The services sector has become an increasingly important source of advertising revenue over the past few years. During the years ended December 31, 2024, 2023 and 2022 approximately 23%, 27% and 28%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector. During the years ended December 31, 2024, 2023 and 2022 approximately 20%, 20% and 17%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers. Revenue from these industries may represent a lower percentage of total revenue in even-numbered years due to, among other things, the decreased availability of advertising time, as a result of such years being the “on-year” of the two-year election cycle.

 

Our primary broadcasting operating expenses are employee compensation, related benefits and programming costs. In addition, the broadcasting operations incur overhead expenses, such as maintenance, supplies, insurance, rent and utilities. A large portion of the operating expenses of our broadcasting operations is fixed. We continue to monitor our operating expenses and seek opportunities to reduce them where possible.

 

Please see our “Results of Operations” and “Liquidity and Capital Resources” sections below for further discussion of our operating results.

 

2024 Refinancing and Debt Reduction Activities. During 2024 we completed several steps to enhance our liquidity, to extend the maturity of portions of our debt obligations that were scheduled to mature in the near future and to reduce the principal amount of our debt outstanding. Please refer to Note 4. “Long-Term Debt” for further information. During 2024, we:

 

●

Increased lender commitments under our Revolving Credit Facility to $680 million and extended the maturity date of all commitments thereunder to December 31, 2027;

●

Issued a $500 million 2024 Term Loan that will mature on June 4, 2029 ($498 million outstanding at December 31, 2024);

●

Issued $1.25 billion of 2029 Notes, that are secured pari passu with our Senior Credit Agreement and that will mature on July 15, 2029;

●

Fully repaid the $1.15 billion 2019 Term Loan that was scheduled to mature on January 2, 2026; and

●

Pre-paid through a tender offer, $690 million of the $700 million in outstanding 2026 Notes that were scheduled to mature on July 15, 2026.

 

35
 

 

In addition, in the year ended December 31, 2024 we used $327 million of cash to repurchase and retire an aggregate principal amount of $373 million of our outstanding 2019 Term Loan, 2027 Notes, 2030 Notes and 2031 Notes on the open market. Currently, our Board of Directors has authorized us to make additional open market repurchases of our indebtedness of $250 million.

 

Together with other payments at par, collectively, these actions resulted in a $520 million reduction in the principal amount of our outstanding indebtedness at December 31, 2024, as compared to December 31, 2023.

 

Risk Factors. The broadcast television industry relies primarily on advertising revenue and faces significant competition. For a discussion of certain other presently known, significant risk factors that may affect our business, see “Item 1A. Risk Factors” included elsewhere herein.

 

Revenue

 

Set forth below are the principal types of revenue, less agency commissions, and the percentage contribution of each to our total revenue (dollars in millions):

 

   

Year Ended December 31,

  
   

2024

    

2023

    

2022

  
   

Amount

   

%

    

Amount

   

%

    

Amount

   

%

  

Revenue:

                                                

Core advertising

   $ 1,490       41 %   $ 1,514       46 %   $ 1,496       41 %

Political

     497       14 %     79       2 %     515       14 %

Retransmission consent

     1,482       41 %     1,532       47 %     1,496       41 %

Production companies

     105       3 %     86       3 %     93       3 %

Other

     70       1 %     70       2 %     76       1 %

Total

   $ 3,644       100 %   $ 3,281       100 %   $ 3,676       100 %

 

Results of Operations

 

Year Ended December 31, 2024 (“2024”) Compared to Year Ended December 31, 2023 (“2023”)

 

Revenue. Total revenue increased $363 million, or 11%, to $3.6 billion for 2024 compared to 2023.

 

During 2024:

 

 

●

Core advertising revenue decreased by $24 million, due primarily to displacement during the on-year of the two-year political advertising cycle, partially offset by advertising revenue of $18 million from the broadcast of the Super Bowl on our 54 CBS channels, compared to $6 million of revenue relating to the broadcast of the Super Bowl on our 27 FOX channels during 2023, and $20 million of advertising revenue on our 53 NBC channels from the broadcast of the 2024 Olympic Games;
 

●

Consistent with 2024 being the on-year of the two-year political advertising cycle, political advertising revenue increased by $418 million;
 

●

Retransmission consent revenue decreased by $50 million due to a decrease in subscribers, offset, in part, by an increase in rates; and
 

●

Production company revenue increased by $19 million in 2024 primarily due to the start-up of our operations at Assembly Atlanta.

 

Broadcasting Expenses. Broadcasting expenses (before depreciation, amortization, impairment and gain on disposal of assets) increased $49 million, or 2%, to $2.3 billion for 2024, compared to 2023.

 

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During 2024:

 

 

●

Broadcasting payroll and employee benefit expenses increased by $27 million primarily as a result of routine increases in compensation of $32 million, increases of $2 million severance pay and offset in part by decreases of $8 million in contributions to our defined contribution retirement plan;
 

●

Broadcasting non-payroll expenses increased by $21 million primarily due to increases in sports programming costs; and
 

●

Broadcast non-cash stock-based compensation expense was $5 million in each of the 2024 and 2023 years.

 

Production Company Expenses. Production company expenses (before depreciation, amortization, impairment and gain or loss on disposal of assets) decreased by approximately $32 million in 2024 to $83 million, compared to $115 million in 2023. Production company operating expenses decreased in 2024 primarily due to significant expenses incurred in 2023, which did not re-occur in 2024.

 

Corporate and administrative expenses. Corporate and administrative expenses (before depreciation, amortization, impairment and gain or loss on disposal of assets) decreased by $8 million, or 7%, to $104 million in 2024 compared to $112 million in 2023, primarily as a result of decreases in professional services costs. We recorded corporate non-cash stock-based compensation expense of $17 million and $15 million in 2024 and 2023, respectively.

 

Depreciation. Depreciation of property and equipment totaled $144 million and $145 million for 2024 and 2023, respectively.

 

Amortization of intangible assets. Amortization of intangible assets totaled $125 million and $194 million for 2024 and 2023, respectively. Amortization decreased primarily due to finite-lived intangible assets becoming fully amortized.

 

Impairment of goodwill and other intangible assets. In 2024 we did not incur impairment charges, compared to $43 million of impairment charges incurred in 2023.

 

Loss on Disposals of Assets, Net. We recognized a loss on disposal of assets of $20 million in 2024 compared to a loss on disposal of assets of $21 million in 2023. The loss in 2024 was primarily related to the acquisition of a construction permit to build television station KCBU in exchange for the divestiture of television stations KCWY and KGWN in which we recognized a loss of $14 million. The loss in 2023 was primarily related to the sale of television station KNIN, in which we recognized a loss of $14 million in 2023.

 

Miscellaneous Income, Net. Miscellaneous income, net totaled $117 million and $7 million in 2024 and 2023, respectively. Miscellaneous income, net in 2024 was due primarily to a gain of $110 million from the sale of our investment in BMI.

 

Impairment of Investments. During 2024 and 2023, we wrote down the value of certain investments to their estimated net realizable values. The total impairment charges were $25 million and $29 million in 2024 and 2023, respectively.

 

Interest Expense. Interest expense increased $45 million, or 10%, to $485 million for 2024 compared to 2023. This increase was primarily attributable to several factors including: increases in average interest rates on all of our debt to 7.2% in 2024 compared to 6.5% in 2023, partially offset by a decrease in the outstanding principal balances of our debt, for a net increase of $22 million; a reduction in the amount of capitalized construction period of interest which increased interest expense by $19 million; an increase in deferred financing cost amortization, consistent with our 2024 refinancing activities, which increased interest expense by $2 million; and an increase in the amortization of costs related to our interest rate caps which increased interest expense by $2 million.

 

37
 

 

Gain (Loss) on Early Extinguishment of Debt. We recorded a gain on the early extinguishment of debt of $34 million in 2024, primarily as a result of our open-market repurchases of debt, partially offset by the write-off of deferred financing costs related to the open-market repurchases and expenses incurred related to our refinancing activities. We recorded a loss on the early extinguishment of debt of $3 million in 2023 related the write-off of deferred financing costs related to the partial repayment of a portion of our 2017 Term Loan.

 

Income Tax Expense. Our effective income tax rate increased to a net provision of 24% for 2024 from 7% for 2023. Our effective income tax rates differed from the statutory rate due to the following items:

 

   

Year Ended December 31,

 
   

2024

    

2023

  

Statutory federal income tax rate

     21 %     21 %

Current year permanent items

     1 %     (13 )%

State and local taxes, net of federal tax benefit

     4 %     6 %
Reserve for uncertain tax positions     (3 )%     (1 )%

Other items, net

     1 %     (6 )%

Effective income tax expense rate

     24 %     7 %

 

We file a consolidated federal income tax return and such state or local tax returns as are required based on our current forecasts. We estimate that these income tax payments, before deducting refunds, will be within a range of $80 million to $100 million in 2025.

 

Liquidity and Capital Resources

 

General. Our primary sources of liquidity are cash on hand, cash flows from operations and borrowing capacity under our Revolving Credit Facility.

 

We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the Consolidated Balance Sheet as of December 31, 2024, while others are considered future commitments. Our contractual obligations primarily consist of amounts required to be paid for: the acquisition of television stations; the purchase of property and equipment; service and other agreements; commitments for various syndicated television programs; and commitments under affiliation agreements with networks. In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity in 2025 will be to reduce our indebtedness, fund our working capital, make interest and tax payments, fund capital expenditures, pursue certain strategic opportunities and maintain operations. For a description of the Company’s various contractual and other commitments requiring future payments, see Note 12 “Commitments and Contingencies” of our audited consolidated financial statements included elsewhere herein. In addition, for a description of the Company's interest payments and future maturities of long-term debt, see Note 4 “Long-term Debt” of our audited consolidated financial statements included elsewhere herein.

 

38
 

 

The following tables present data that we believe is helpful in evaluating our liquidity and capital resources (dollars in millions):

 

   

Year Ended December 31,

  
   

2024

    

2023

    

2022

  

Net cash provided by operating activities

   $ 751     $ 648     $ 829  

Net cash used in investing activities

     (28 )     (291 )     (503 )

Net cash used in financing activities

     (609 )     (397 )     (454 )

Net increase (decrease) in cash

   $ 114     $ (40 )   $ (128 )

 

   

December 31,

  
   

2024

    

2023

  

Cash

   $ 135     $ 21  

Long-term debt, including current portion, less deferred financing costs

   $ 5,621     $ 6,160  

Series A Perpetual Preferred Stock

   $ 650     $ 650  

Borrowing availability under Senior Credit Agreement

   $ 674     $ 494  

 

Net Cash Provided By (Used In) Operating, Investing and Financing Activities – 2024 Compared to 2023

 

Net cash provided by operating activities increased $103 million to $751 million in 2024 compared to net cash provided by operating activities of $648 million in 2023. The increase in cash provided by operating activities was primarily due to an increase in net income of $451 million; offset, in part, by a $144 million decrease in cash provided by changes in working capital; and a decrease in net non-cash charges of $204 million.

 

Net cash used in investing activities decreased $263 million to $28 million for 2024 compared to $291 million for 2023. The net decrease in the amount used was primarily due to a decrease in cash used for purchases of property and equipment and an increase in proceeds received from the sale of investments and other assets.

 

Net cash used in financing activities increased $212 million to $609 million in 2024 compared to net cash used in financing activities of $397 million in 2023. During 2024 and 2023, we used $52 million of cash to pay dividends to holders of our preferred stock and $32 million and $30 million, respectively, to pay dividends to holders of our common stock. During 2024 and 2023, we used a net amount of $474 million and $310 million, respectively, for principal payments net of borrowings on our long-term debt.

 

Liquidity. Based on our debt outstanding as of December 31, 2024, we estimate that we will make approximately $450 million in debt interest payments over the twelve months immediately following December 31, 2024. Although our cash flows from operations are subject to a number of risks and uncertainties, we anticipate that our cash on hand, future cash expected to be generated from operations, borrowings from time to time under the Senior Credit Agreement (or any such other credit facility as may be in place at the appropriate time) and, potentially, external equity or debt financing, will be sufficient to fund any debt service obligations, estimated capital expenditures and acquisition-related obligations for the next twelve months and the forseeable future. Any potential equity or debt financing would depend upon, among other things, the costs and availability of such financing at the appropriate time. We also believe that our future cash expected to be generated from operations and borrowing availability under the Senior Credit Agreement (or any such other credit facility) will be sufficient to fund our future capital expenditures and long-term debt service obligations for the next twelve months and the forseeable future.

 

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Collateral, Covenants and Restrictions of our Credit Agreements. Our obligations under the Senior Credit Agreement and the 2029 Notes are secured by substantially all of our consolidated assets, excluding real estate. In addition, substantially all of our subsidiaries are joint and several guarantors of, and our ownership interests in those subsidiaries are pledged to collateralize, our obligations under the Senior Credit Agreement. Gray Media, Inc. is a holding company, and has no material independent assets or operations. For all applicable periods, the 2026 Notes, 2027 Notes, 2030 Notes and 2031 Notes have been fully and unconditionally guaranteed, on a joint and several, senior unsecured basis, by substantially all of Gray Media, Inc.’s subsidiaries. Any subsidiaries of Gray Media, Inc. that do not guarantee the 2026 Notes, 2027 Notes, 2030 Notes and 2031 Notes are not material or are designated as unrestricted under the Senior Credit Agreement. As of December 31, 2024, there were no significant restrictions on the ability of Gray Media, Inc.’s subsidiaries to distribute cash to Gray or to the guarantor subsidiaries.

 

The Senior Credit Agreement contains affirmative and restrictive covenants with which we must comply, including: (a) limitations on additional indebtedness, (b) limitations on liens, (c) limitations on the sale of assets, (d) limitations on guarantees, (e) limitations on investments and acquisitions, (f) limitations on the payment of dividends and share repurchases, (g) limitations on mergers and (h) maintenance of the First Lien Leverage Ratio while any amount is outstanding under the revolving credit facility, as well as other customary covenants for credit facilities of this type. The 2026 Notes, 2027 Notes, 2029 Notes, 2030 Notes and 2031 Notes include covenants with which we must comply which are typical for financing transactions of their nature. As of December 31, 2024, we were in compliance with all required covenants under all of our debt obligations.

 

In addition to results prepared in accordance with U.S. GAAP, “Leverage Ratio Denominator” is a metric that management uses to calculate our compliance with our financial covenants in our indebtedness agreements. This metric is calculated as specified in our Senior Credit Agreement and is a significant measure that represents the denominator of a formula used to calculate compliance with material financial covenants within the Senior Credit Agreement that govern our ability to incur indebtedness, incur liens, make investments and make restricted payments, among other limitations usual and customary for credit agreements of this type. Accordingly, management believes this metric is a very material metric to our debt and equity investors.

 

Leverage Ratio Denominator gives effect to the revenue and broadcast expenses of all completed acquisitions and divestitures as if they had been acquired or divested, respectively, on January 1, 2023. It also gives effect to certain operating synergies expected from the acquisitions and related financings, and adds back professional fees incurred in completing the acquisitions. Certain of the financial information related to the acquisitions, if applicable, has been derived from, and adjusted based on, unaudited, un-reviewed financial information prepared by other entities, which Gray cannot independently verify. We cannot assure you that such financial information would not be materially different if such information were audited or reviewed and no assurances can be provided as to the accuracy of such information, or that our actual results would not differ materially from this financial information if the acquisitions had been completed on the stated date. In addition, the presentation of Leverage Ratio Denominator as determined in the Senior Credit Agreement and the adjustments to such information, including expected synergies, if applicable, resulting from such transactions, may not comply with U.S. GAAP or the requirements for pro forma financial information under Regulation S-X under the Securities Act of 1933. Leverage Ratio Denominator, as determined in the Senior Credit Agreement, represents an average amount for the preceding eight quarters then ended.

 

40
 

 

Our “Adjusted Total Indebtedness”, “First Lien Adjusted Total Indebtedness” and “Secured Adjusted Total Indebtedness”, in each case “Net of All Cash”, represents the amount of outstanding principal of our long-term debt, plus certain other obligations as defined in our Senior Credit Agreement, less all cash (excluding restricted cash) for the applicable amount of indebtedness.

 

Below is a calculation of our “Leverage Ratio”, “First Lien Leverage Ratio” and “Secured Leverage Ratio” as defined in our Senior Credit Agreement as of December 31, 2024:

 

Calculation of Leverage Ratio, First Lien Leverage Ratio and Secured Leverage Ratio, as each is

defined in our Senior Credit Agreement (Unaudited):

 

   

Eight Quarters Ended

  
   

December 31, 2024

  
   

(in millions)

  

Net income

   $ 299  

Adjustments to reconcile from net income to Leverage Ratio Denominator as defined in our Senior Credit Agreement:

        

Depreciation

     289  

Amortization of intangible assets

     319  

Non-cash stock-based compensation

     42  

Common stock contributed to 401(k) plan

     10  

Loss on disposal of assets, net

     41  

Gain on disposal of investment, not in the ordinary course

     (110 )

Interest expense

     925  

Gain on early extinguishment of debt

     (31 )

Income tax expense

     111  

Impairment of investment

     97  

Amortization of program broadcast rights

     66  

Payments for program broadcast rights

     (67 )

Pension benefit

     (5 )

Contributions to pension plans

     (4 )

Adjustments for unrestricted subsidiaries

     45  

Adjustments for stations acquired or divested, financings and expected synergies during the eight quarter period

     (1 )

Other

     2  

Total eight quarters ended December 31, 2024

   $ 2,028  

Leverage Ratio Denominator (total eight quarters ended December 31, 2024, divided by 2)

   $ 1,014  

 

   

December 31, 2024

  
   

(dollars in millions)

  
         

Total outstanding principal, including current portion

   $ 5,690  

Letters of credit outstanding

     6  

Cash

     (135 )

Adjusted Total Indebtedness

   $ 5,561  

Leverage Ratio (maximum permitted incurrence is 7.00 to 1.00)

     5.49  
         

Total outstanding principal secured by a first lien

   $ 3,143  

Cash

     (135 )

First Lien Adjusted Total Indebtedness

   $ 3,008  

First Lien Leverage Ratio (maximum permitted incurrence is 3.5 to 1.00) (1)

     2.97  
         

Total outstanding principal secured by a lien

   $ 3,143  

Cash

     (135 )

Secured Adjusted Total Indebtedness

   $ 3,008  

Secured Leverage Ratio (maximum permitted incurrence is 5.50 to 1.00)

     2.97  

 

(1) At any time any amounts are outstanding under our revolving credit facility, our maximum First Lien Leverage Ratio cannot exceed 4.25 to 1.00.

 

41
 

 

Retirement Plans

 

We sponsor and contribute to defined benefit and defined contribution retirement plans. Effective on January 1, 2025, these plans were:

 

 

●

The Gray Media, Inc. Retirement Plan (the “Gray Pension Plan”)
 

●

The Gray Media 401(k) Savings Plan (the “Gray 401(k) Plan”)
 

●

Gray Media, Inc. Retirement Plan for Certain Bargaining Class Employees (the “Meredith Plan”)

 

The Gray Pension Plan is a defined benefit pension plan covering certain of our legacy employees. Benefits under the Gray Pension Plan are frozen and can no longer increase, and no new participants can be added to the plan.

 

Our funding policy for the Gray Pension Plan is consistent with the funding requirements of existing federal laws and regulations under the Employee Retirement Income Security Act of 1974. A discount rate is selected annually to measure the present value of the benefit obligations. In determining the selection of a discount rate, we estimated the timing and amounts of expected future benefit payments and applied a yield curve developed to reflect yields available on high-quality bonds. The yield curve is based on an externally published index specifically designed to meet the criteria of United States Generally Accepted Accounting Principles (“U.S. GAAP”). The discount rate selected for determining benefit obligations as of December 31, 2024, was 5.48%, which reflects the results of this yield curve analysis. The discount rate used for determining benefit obligations as of December 31, 2023 was 4.79%. Our assumptions regarding expected return on plan assets reflects asset allocations, the investment strategy and the views of investment managers, as well as historical experience. In 2024, we used an assumed rate of return of 6.25% for our assets invested in the Gray Pension Plan. The estimated asset returns for this plan, calculated on a mean market value assuming mid-year contributions and benefit payments, were a gain of 0.7% for the year ended December 31, 2024, and a gain of 13.7% for the year ended December 31, 2023. Other significant assumptions relate to inflation, retirement and mortality rates. Our inflation assumption is based on an evaluation of external market indicators. Retirement rates are based on actual plan experience and mortality rates are based on the Pri-2012 total mortality table and the MP-2021 projection scale published by the Society of Actuaries.

 

During the year ended December 31, 2024, we determined that no contribution to the Gray Pension Plan was required. During the year ended December 31, 2023, we contributed $4 million to the Gray Pension Plan. Currently we do not expect that a contribution to the Gray Pension Plan will be needed in 2025. The use of significantly different assumptions, or if actual experienced results differ significantly from those assumed, could result in our funding obligations being materially different.

 

The Gray 401(k) Plan is a defined contribution plan intended to meet the requirements of section 401(k) of the Internal Revenue Code. During 2024 and 2023, employer contributions under the Gray 401(k) Plan include matching cash contributions at a rate of 100% of the first 1% of each employee’s salary deferral, and 50% of the next 5% of each employee’s salary deferral. In addition, the Company, at its discretion, may make an additional profit-sharing contribution, based on annual Company performance, to those employees who meet certain criteria. For the years ended December 31, 2024 and 2023, our matching contributions to our Capital Accumulation Plan were approximately $28 million and $26 million, respectively. An additional profit-sharing contribution was not approved for 2024. As of and for the year ended December 31, 2023, an additional profit-sharing contribution of $10 million was approved and accrued as a liability. This liability was settled in the first quarter of 2024 by the issuance of Gray common stock to the participants of the Gray 401(k) Plan.

 

In connection with the Meredith Transaction, in 2021, we assumed a defined benefit pension plan covering certain legacy Meredith bargaining class employees. As of December 31, 2024 and 2023, the Meredith Plan had combined plan assets of $22 million and $16 million, respectively, and combined projected benefit obligations of $18 million and $11 million, respectively. A net asset of $4 million and $5 million for this plan are recorded in our financial statements as of December 31, 2024 and 2023, respectively.

 

42
 

 

See Note 11 “Retirement Plans” of our audited consolidated financial statements included elsewhere herein for further information concerning these retirement plans.

 

Capital Expenditures

 

We currently expect that our capital expenditures will range between approximately $85 million to $90 million during 2025, which includes capital expenditures at our Assembly Atlanta project. We incurred costs to build public infrastructure within the Assembly Atlanta project. Pursuant to our Purchase and Sale Agreement with the Doraville Community Improvement District (the “CID”), we receive cash reimbursements for the transfer of specific infrastructure projects to the CID and for other construction costs previously incurred. Consistent with previous practice, we anticipate transferring certain public infrastructure at Assembly Atlanta to the CID for which we anticipate receiving proceeds during 2025. We expect reimbursements of approximately $25 million in 2025 for work completed to date, and that our capital expenditures in 2025 will be less than the reimbursements we expect to receive. We can give no assurances of the actual proceeds to be received in the future from the CID, nor the timing of any such proceeds.

 

Off-Balance Sheet Arrangements

 

Operating Commitments. We have various commitments for syndicated television programs. 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 The Big Bang Theory. First run programs have not been produced at the time the contract to air such programming is signed, and off network reruns have already been produced. For all syndicated television contracts, we record an asset and corresponding liability for payments to be made only for the current year of the 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 the first run 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.

 

The following are our material expected off balance sheet contractual obligations and commitments as of December 31, 2024:

 

●

Cash interest on long-term debt obligations, including interest expense on long-term debt and required future principal repayments under those obligations.

●

Preferred Stock dividends.

●

On February 23, 2023, we, certain of our subsidiaries and a wholly-owned special purpose subsidiary (the “SPV”), entered into a three-year $300 million revolving accounts receivable securitization facility (the “Securitization Facility”) with Wells Fargo Bank, N.A., as administrative agent, for the purpose of providing additional liquidity in order to repay indebtedness under the Senior Credit Agreement. The Securitization Facility permits the SPV to draw up to a total of $300 million, subject to the outstanding amount of the receivables pool and other factors. The Securitization Facility is subject to interest charges, at the one-month SOFR rate plus 100 basis points on the amount of the outstanding facility. The SPV is also required to pay an upfront fee and a commitment fee in connection with the Securitization Facility.

 

 

43
 

 

●

Programming obligations not currently accrued that represent obligations for syndicated television programming whose license period has not yet begun, or the program is not yet available.

●

Network affiliation agreements representing the fixed obligations under our current agreements with broadcast networks. Certain network affiliation agreements include variable fee components such as percentage of revenue or rate per subscriber. Our network affiliation agreements expire at various dates primarily through December 31, 2028.

●

Service and other agreements for various non-cancelable contractual agreements for maintenance services and other professional services.

●

Non-cancelable contractual obligations for various materials, services and construction costs related to development of our studio production facilities.

 

For more information about these off-balance sheet contractual obligations and commitments please refer to Note 12 “Commitments and Contingencies” of our audited consolidated financial statements included elsewhere herein.

 

Subsequent Events

 

In December 2024, we entered into a series of agreements through which we anticipate receiving approximately $35 million in return for (a) all of Gray’s interests in certain third-party leases for space at Gray-owned tower sites, and (b) the exclusive right to market and lease space at those Gray-owned tower sites to third parties. We will retain ownership and control of each such tower site and will not incur any additional operating costs with respect to the subject tower sites. We anticipate closing the transactions at various times during 2025, with the majority of closings occurring in the first half of 2025.

 

Inflation

 

During 2024, we have experienced moderate inflation of our operating expenses and increases in interest rates on amounts outstanding under our Senior Credit Agreement. There can be no assurance that further increases in the rate of inflation or interest rates in the future would not have an adverse effect on operating results.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with U.S. GAAP requires us to make judgments and estimations that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those reported amounts. We consider our accounting policies relating to intangible assets and income taxes to be critical policies that require significant judgments or estimations in their application where variances may result in significant differences to future reported results. Our policies concerning intangible assets and income taxes are disclosed below.

 

Variability of Critical Accounting Estimates. Our critical accounting estimates include estimates and assumptions that are material to our financial statements. These estimates and assumptions are used in:

 

●

our annual impairment testing of broadcast licenses and goodwill;

●

our estimates of the fair value of assets acquired and liabilities assumed in businesses combinations; and

 

Our estimates and assumptions have been materially accurate in the past and have not changed materially. We do not expect that these assumptions are likely to change materially in the future.

 

44
 

 

Annual Impairment Testing of Broadcast Licenses and Goodwill. We evaluate broadcast licenses and goodwill for impairment on an annual basis, or more often when certain triggering events occur. Goodwill is evaluated at the reporting unit level.

 

Our broadcasting operating segment is comprised of a single reporting unit. Each of the distinct businesses within our production companies operating segment represent a reporting unit. Therefore, as of December 31, 2024, we evaluated our goodwill for impairment for five reporting units. One reporting unit for all of our broadcast television operations and four for each of the distinct businesses within our production companies. The Company has considered the requirements as stipulated within ASC 350. Management has identified the applicable assets and liabilities for each of the reporting units in accordance with ASC 350.

 

In the performance of our annual broadcast license and reporting unit impairment assessments, we have the option of performing a qualitative assessment to determine if it is more likely than not that the respective asset has been impaired. In 2024, we performed a qualitative assessment for 56 of our broadcast licenses and three of our reporting units. In 2023, we performed a qualitative assessment for 59 of our broadcast licenses and one of our reporting units.

 

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 broadcast license or reporting unit is impaired, or if we elect not to perform the optional qualitative assessment, we perform the quantitative assessment which involves comparing the estimated fair value of the broadcast license or reporting unit to its respective carrying value.

 

For our annual broadcast licenses impairment test in 2024, we concluded that it was more likely than not that all of our broadcast licenses that were evaluated were not impaired based upon our qualitative assessments. We elected to perform a quantitative assessment for our remaining broadcast licenses and concluded that their fair values exceeded their carrying values. To estimate the fair value of our broadcast licenses, we considered assumptions related to historical market and station growth trends, third party market specific industry data, the anticipated performance of the stations and discount rates. Our valuation technique included theoretical assumptions of the costs that would be incurred to construct a station when the only owned asset is the broadcast license and theoretical assumptions for the associated revenues, operating margins and capital expenditures expected to be incurred in the start-up years. We also consider other relevant factors such as the technical qualities of the broadcast license and the number of competing broadcast licenses within that market.

 

For our annual goodwill impairment test in 2024, we concluded that it was more likely than not that goodwill was not impaired based upon our qualitative assessments for one of our reporting units. We elected to perform a quantitative assessment for the remainder of our reporting units and concluded that their fair values exceeded their carrying values. To estimate the fair value of our reporting units, 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 our television stations.

 

45
 

 

We believe we have made reasonable estimates and utilized appropriate assumptions to evaluate whether the fair values of our broadcast licenses and reporting units were less than their carrying values. If future results are not consistent with our assumptions and estimates, including future events such as a deterioration of market conditions or significant increases in discount rates, we could be exposed to impairment charges in the future. Any resulting impairment loss could have a material adverse impact on our consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows.

 

At December 31, 2024 and 2023, the recorded value of our broadcast licenses was $5.3 billion and the recorded value of our goodwill was $2.6 billion, at each date. See Note 13 “Goodwill and Intangible Assets” of our audited consolidated financial statements included elsewhere herein, for the results of our annual impairment tests for the years ended December 31, 2024, 2023 and 2022.

 

During 2023, as a result of the bankruptcy of Diamond Sports Group, LLC (“Diamond”), our production companies segment recorded a non-cash charge of $43 million for impairment of goodwill and other intangible assets.  

 

Valuation of Network Affiliation Agreements. 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. These attributes have a significant impact on the audience for network programming in a local television market compared to the national viewing patterns of the same network programming.

 

Certain other broadcasting companies have valued their stations on the basis that it is the network affiliation and not the other attributes of the station, including its broadcast license, which contributes to the operational performance of that station. As a result, we believe that these broadcasting companies allocate a significant portion of the purchase price for any station that they may acquire to the network affiliation relationship, and include in their network affiliation valuation amounts related to attributes which we believe are more appropriately reflected in the value of the broadcast license or reporting units.

 

The methodology we used to value our stations was based on our evaluation of the broadcast licenses acquired and the characteristics of the markets in which they operated. Given our assumptions and the specific attributes of the stations we acquired from 2002 through December 31, 2024, we generally ascribe no incremental value to the incumbent network affiliation relationship in each market beyond the cost of negotiating a new agreement with another network and the value of any terms of the affiliation agreement that were more favorable or unfavorable than those generally prevailing in the market. Due to certain characteristics of a small number of the stations acquired in 2023, we ascribed approximately $14 million of the value of those transactions to network affiliations.

 

Some broadcast companies may use methods to value acquired network affiliations different than those that we use. These different methods may result in significant variances in the amount of purchase price allocated to these assets among broadcast companies.

 

If we were to assign higher values to all of our network affiliations and less value to our broadcast licenses or goodwill and if it is further assumed that such higher values of the network affiliations are finite-lived intangible assets, this reallocation of value might have a significant impact on our operating results. There is diversity of practice within the industry, and some broadcast companies have considered such network affiliation intangible assets to have a life ranging from 15 to 40 years depending on the specific assumptions utilized by those broadcast companies.

 

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The following table reflects the hypothetical impact of the reassignment of value from broadcast licenses to network affiliations for our historical acquisitions (the first acquisition being in 1994) and the resulting increase in amortization expense assuming a hypothetical 15-year amortization period as of our most recent impairment testing date of December 31, 2024 (in millions, except per share data):

 

           

Percentage of Total

 
           

Value Reassigned to

 
           

Network

 
   

As

   

Affiliation Agreements

 
   

Reported

   

50%

    

25%

  

Balance Sheet (As of December 31, 2024):

                        

Broadcast licenses

   $ 5,311     $ 2,656     $ 3,983  

Other intangible assets, net (including network affiliation agreements)

     290       1,741       1,016  
                         

Statement of Operations (For the year ended December 31, 2024):

                        

Amortization of intangible assets

     125       275       200  

Operating income

     851       701       776  

Net income attributable to common stockholders

     323       211       267  

Per share - basic

   $ 3.40     $ 2.22     $ 2.81  

Per share - diluted

   $ 3.36     $ 2.20     $ 2.78  

 

For future acquisitions, if any, the valuation of the network affiliations may differ from the values of previous acquisitions due to the different characteristics of each station and the market in which it operates.

 

Recent Accounting Pronouncements. See Note 1 “Description of Business and Summary of Significant Accounting Policies” of our audited consolidated financial statements included elsewhere herein for more information.

 

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are exposed to certain risks arising from business operations and economic conditions. We attempt to manage our exposure to a wide variety of business and operational risks principally through the management of our core business activities. We attempt to manage economic risk, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of our debt funding and, at times, the use of interest rate swap agreements. From time to time, we may enter into interest rate swap agreements or interest rate cap agreements to manage interest rate exposure with the following objectives:

 

 

●

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 covenant requirements in our financing agreements.

 

47
 

 

Under the Senior Credit Agreement, we pay interest based on a floating interest rate on balances outstanding. On February 23, 2023, we entered into interest rate caps pursuant to an International Swaps and Derivatives Association ("ISDA") Master Agreement with Wells Fargo Bank, NA and Truist Bank, respectively. On June 25, 2024, we amended the notional amount of the interest rate caps in order to align the rate caps with the outstanding amounts of the related indebtedness. As of December 31, 2024, the caps have a combined fixed notional value of approximately $1.9 billion through maturity on December 31, 2025. The agreement effectively limits the annual interest charged on all of our variable rate debt to a maximum one-month SOFR rate of 5 percent, plus the Applicable Margin, as specified in our Senior Credit Agreement. The Company is also required to pay aggregate fees in connection with the agreement of approximately $34 million that is due and payable on December 31, 2025. The ISDA Master Agreement, together with its related schedules, contain customary representations, warranties and covenants. This hedging agreement was entered into to mitigate the interest rate risk inherent in our variable rate debt and is not for speculative trading purposes. Because of these interest rate caps, at December 31, 2024, a 100-point basis increase in market interest rates would have increased our interest expense and decreased our income before income taxes by $6 million for the year ended December 31, 2024. A 100 basis point decrease in market interest rates would have decreased our interest expense and increased our income before income taxes by $6 million for the year ended December 31, 2024.

 

We pay a fixed rate of interest on the 2031 Notes, 2030 Notes, 2029 Notes, 2027 Notes and 2026 Notes. As of December 31, 2024, the majority of our outstanding debt bore interest at a fixed interest rate, which reduces our risk of potential increases in interest rates, but would not allow us to benefit from any reduction in market interest rates such as SOFR or the prime rate. See Note 4 “Long-term Debt” of our audited consolidated financial statements included elsewhere herein for more information on our long-term debt and associated interest rates.

 

At December 31, 2024 and 2023, the principal outstanding of our long-term debt, including current portion, was $5.7 billion and $6.2 billion, respectively, and the fair value of our long-term debt, including current portion, was $4.6 billion and $5.6 billion, respectively, as of December 31, 2024 and 2023. Fair value of our long-term debt is based on estimates provided by third-party financial professionals as of the respective dates.

 

48
 

 

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

 

Page
   

Management’s Report on Internal Control Over Financial Reporting

50
   

Report of Independent Registered Public Accounting Firm

51
   

Consolidated Balance Sheets at December 31, 2024 and 2023

54
   

Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022

56
   

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022

57
   

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022

58
   

Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

60
   

Notes to Consolidated Financial Statements

61

 

49
 

 

Management’s Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the United States Securities and Exchange Commission (the “SEC”), internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

 

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In connection with the preparation of our annual consolidated financial statements, management has undertaken an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013 framework”). Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls. Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2024.

 

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

 

50
 

 

 

Report of Independent Registered Public Accounting Firm

 

To the Stockholders and the Board of Directors of Gray Media, Inc.

 

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Gray Media, Inc. and its subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes to the consolidated financial statements and schedule (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated February 27, 2025 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

 

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company 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.

 

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of this critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

 

Indefinite-Lived Intangible Asset Impairment Assessment

As described in Notes 1 and 13 to the consolidated financial statements, the Company’s consolidated broadcast licenses are $5.3 billion as of December 31, 2024 and are tested for impairment at least annually. In the Company’s assessment of impairment, management identified those broadcast licenses for which a qualitative assessment would be performed to determine whether it is more likely than not that the broadcast license is impaired. For those broadcast licenses for which the Company did not elect to perform a qualitative analysis, the Company performed a quantitative analysis which involves comparing the estimated fair value of the broadcast licenses to their respective carrying values. To estimate the fair value of the broadcast licenses, management used an income approach. Under this approach, the broadcast license value is based on the estimated after-tax discounted future cash flows of the license, 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. The assumptions considered by management in the analysis reflect historical market and station growth trends, third party market specific industry data, the anticipated performance of the stations and discount rates. The valuation technique used by management included theoretical assumptions of the costs that would be incurred to construct a station when the only owned asset is the broadcast license and the associated revenues, operating margins and capital expenditures expected to be incurred in the start-up years, which are inherently judgmental.

 

51
 

 

We identified the broadcast license impairment assessment as a critical audit matter because of the significant estimates and assumptions management used in the impairment analysis. Auditing management’s judgments used in the impairment assessment regarding forecasts of future revenue, operating margins, capital expenditures, and the discount rate to be applied involved a high degree of auditor judgment and increased audit effort, including the use of our valuation specialist.

 

Our audit procedures related to the Company’s broadcast license impairment assessment included the following, among others:

 

 

●

We obtained an understanding of the relevant controls related to the Company’s broadcast license impairment assessment, and tested such controls for design and operating effectiveness, including controls related to management’s review of the significant assumptions noted above.

 

 

●

We tested management’s process for determining the fair value of the broadcast licenses subject to the quantitative impairment assessment. We compared management’s forecasts of future revenue and operating margin to historical operating results for the Company’s similar existing broadcast licenses, as well as third-party market specific industry data. We tested the assumptions related to the start-up years in the discounted cash flow model where there is no historical or third-party market data available to support those assumptions by evaluating the reasonableness of management’s build-up of revenues and operating margins over the start-up period.

 

 

●

We utilized our valuation specialist to assist in testing the Company’s discounted cash flow models and certain significant assumptions, including discount rates, for broadcast licenses subject to a quantitative impairment assessment.

 

 

/s/ RSM US LLP

 

We have served as the Company's auditor since 2006.

 

Atlanta, Georgia

 

February 27, 2025

 

52
 

  

 

Report of Independent Registered Public Accounting Firm

 

To the Stockholders and the Board of Directors of Gray Media, Inc.

 

Opinion on the Internal Control Over Financial Reporting

We have audited Gray Media, Inc (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Gray Media, Inc. and subsidiaries as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes to the consolidated financial statements and schedule of the Company and our report dated February 27, 2025 expressed an unqualified opinion.

 

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control Over Financial Reporting . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/ RSM US LLP

 

Atlanta, Georgia

 

February 27, 2025

 

53
 

 

 

GRAY MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

(in millions)

 

  

December 31,

 
  

2024

  

2023

 

Assets:

        

Current assets:

        

Cash

 $135  $21 

Accounts receivable, less allowance for credit losses of $15 and $17, respectively

  337   342 

Current portion of program broadcast rights, net

  17   18 

Income tax refunds receivable

  6   21 

Prepaid income taxes

  25   18 

Prepaid and other current assets

  21   48 

Total current assets

  541   468 
         

Property and equipment, net

  1,577   1,601 

Operating lease right of use asset

  69   75 

Broadcast licenses

  5,311   5,320 

Goodwill

  2,642   2,643 

Other intangible assets, net

  290   415 

Investments in broadcasting and technology companies

  66   85 

Deferred pension assets

  19   17 

Other

  27   16 

Total assets

 $10,542  $10,640 

 

See accompanying notes.

 

54
 

 

GRAY MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except for share data)

 

  

December 31,

 
  

2024

  

2023

 

Liabilities and stockholders’ equity:

        

Current liabilities:

        

Accounts payable

 $75  $23 

Employee compensation and benefits

  111   110 

Accrued interest

  112   63 

Accrued network programming fees

  79   37 

Other accrued expenses

  53   57 

Federal and state income taxes

  5   22 

Current portion of program broadcast obligations

  18   20 

Deferred revenue

  29   23 

Dividends payable

  15   14 

Current portion of operating lease liabilities

  10   11 

Current portion of long-term debt

  20   15 

Total current liabilities

  527   395 
         

Long-term debt, less current portion and less deferred financing costs

  5,601   6,145 

Program broadcast obligations, less current portion

  1   1 

Deferred income taxes

  1,347   1,359 

Operating lease liabilities, less current portion

  62   69 

Other

  71   50 

Total liabilities

  7,609   8,019 
         

Commitments and contingencies (Note 12)

          
         

Series A Perpetual Preferred Stock, no par value; cumulative; redeemable; designated 1,500,000 shares, issued and outstanding 650,000 shares at each date and $650 aggregate liquidation value, at each date

  650   650 
         
         

Stockholders’ equity:

        

Common stock, no par value; authorized 200,000,000 shares issued 111,166,022 shares and 107,179,827 shares, respectively outstanding 90,768,247 shares and 87,227,481 shares, respectively

  1,198   1,174 

Class A common stock, no par value; authorized 25,000,000 shares, issued 11,237,386 shares and 10,413,993 shares, respectively outstanding 8,814,187 shares and 8,162,266 shares, respectively

  57   50 

Retained earnings

  1,375   1,084 

Accumulated other comprehensive loss

  (30)  (23)
   2,600   2,285 

Treasury stock at cost, common stock, 20,397,775 shares and 19,952,346 shares, respectively

  (284)  (282)

Treasury stock at cost, Class A common stock, 2,423,199 shares and 2,251,727 shares, respectively

  (33)  (32)

Total stockholders’ equity

  2,283   1,971 

Total liabilities and stockholders’ equity

 $10,542  $10,640 

 

See accompanying notes.

 

55
 

 

 

GRAY MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except for net income per share data)

 

  

Year Ended December 31,

 
  

2024

  

2023

  

2022

 
             

Revenue (less agency commissions):

            

Broadcasting

 $3,539  $3,195  $3,583 

Production companies

  105   86   93 

Total revenue (less agency commissions)

  3,644   3,281   3,676 

Operating expenses before depreciation, amortization, impairment and loss (gain) on disposals of assets, net:

            

Broadcasting

  2,317   2,268   2,165 

Production companies

  83   115   83 

Corporate and administrative

  104   112   104 

Depreciation

  144   145   129 

Amortization of intangible assets

  125   194   207 

Impairment of goodwill and other intangible assets

  -   43   - 

Loss (gain) on disposal of assets, net

  20   21   (2)

Operating expenses, net

  2,793   2,898   2,686 

Operating income

  851   383   990 

Other income (expense):

            

Miscellaneous income (expense), net

  117   7   (4)

Impairment of investments

  (25)  (29)  (18)

Interest expense

  (485)  (440)  (354)

Gain (loss) on early extinguishment of debt

  34   (3)  - 

Income (loss) before income taxes

  492   (82)  614 

Income tax expense (benefit)

  117   (6)  159 

Net income (loss)

  375   (76)  455 

Preferred stock dividends

  52   52   52 

Net income (loss) attributable to common stockholders

 $323  $(128) $403 
             

Basic per share information:

            

Net income (loss) attributable to common stockholders

 $3.40  $(1.39) $4.38 

Weighted average shares outstanding

  95   92   92 
             

Diluted per share information:

            

Net income (loss) attributable to common stockholders

 $3.36  $(1.39) $4.33 

Weighted average shares outstanding

  96   92   93 
             

Dividends declared per common share

 $0.32  $0.32  $0.32 

 

See accompanying notes.

 

56
 

 

 

GRAY MEDIA, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)

 

  

Year Ended December 31,

 
  

2024

  

2023

  

2022

 
             

Net income (loss)

 $375  $(76) $455 
             

Other comprehensive (loss) income:

            
             

Adjustment to pension liability

  (1)  7   20 

Adjustment to fair value of interest rate caps

  (8)  (23)  - 

Income tax (benefit) expense of adjustments

  (2)  (5)  5 

Other comprehensive (loss) income

  (7)  (11)  15 
             

Comprehensive income (loss)

 $368  $(87) $470 

 

See accompanying notes.

 

57
 
 

GRAY MEDIA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in millions, except for number of shares)

 

                                      

Accumulated

     
  

Class A

              

Treasury Stock

  

Treasury Stock

  

Other

Comprehensive

     
  

Common Stock

  

Common Stock

  

Retained

  

Class A Common Stock

  

Common Stock

  

(Loss)

     
  

Shares

  

Amount

  

Shares

  

Amount

  

Earnings

  

Shares

  

Amount

  

Shares

  

Amount

  

Income

  

Total

 
                                             

Balance at December 31, 2021

  9,424,691  $39   104,286,324  $1,127  $869   (1,998,179) $(28)  (16,747,268) $(223) $(27) $1,757 
                                             

Net income

  -   -   -   -   455   -   -   -   -   -   455 
                                             

Preferred stock dividends

  -   -   -   -   (52)  -   -   -   -   -   (52)
                                             

Common stock dividends

  -   -   -   -   (30)  -   -   -   -   -   (30)
                                             

Adjustment to pension liability, net of income tax

  -   -   -   -   -   -   -   -   -   15   15 
                                             

Issuance of common stock:

                                            

401(k) Plan

  -   -   307,885   7   -   -   -   -   -   -   7 

2017 Equity and Incentive Compensation Plan:

                                            

Restricted stock awards

  250,448   -   400,927   -   -   (132,545)  (3)  (210,367)  (4)  -   (7)

Restricted stock unit awards

  -   -   108,921   -   -   -   -   (32,958)  (1)  -   (1)
                                             

Repurchase of common stock

  -   -   -   -   -   -   -   (2,646,193)  (50)  -   (50)
                                             

Stock-based compensation

  -   6   -   16   -   -   -   -   -   -   22 
                                             

Balance at December 31, 2022

  9,675,139  $45   105,104,057  $1,150  $1,242   (2,130,724) $(31)  (19,636,786) $(278) $(12) $2,116 
                                             

Net loss

  -   -   -   -   (76)  -   -   -   -   -   (76)
                                             

Preferred stock dividends

  -   -   -   -   (52)  -   -   -   -   -   (52)
                                             

Common stock dividends

  -   -   -   -   (30)  -   -   -   -   -   (30)
                                             

Adjustment to pension liability, net of income tax

  -   -   -   -   -   -   -   -   -   6   6 
                                             

Adjustment to fair value of interest rate cap, net of income

  -   -   -   -   -   -   -   -   -   (17)  (17)
                                             

Issuance of common stock:

                                            

401(k) Plan

  -   -   819,898   9   -   -   -   -   -   -   9 

2022 Equity and Incentive Compensation Plan:

                                            

Restricted stock awards

  738,854   -   1,007,919   -   -   (121,003)  (1)  (234,938)  (3)  -   (4)

Restricted stock unit awards

  -   -   247,953   -   -   -   -   (80,622)  (1)  -   (1)
                                             

Stock-based compensation

  -   5   -   15   -   -   -   -   -   -   20 
                                             

Balance at December 31, 2023

  10,413,993  $50   107,179,827  $1,174  $1,084   (2,251,727) $(32)  (19,952,346) $(282) $(23) $1,971 

 

See accompanying notes.

 

58
 

 

GRAY MEDIA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in millions, except for number of shares)

 

 

                                      

Accumulated

     
  

Class A

              

Treasury Stock

  

Treasury Stock

  

Other 

Comprehensive

     
  

Common Stock

  

Common Stock

  

Retained

  

Class A Common Stock

  

Common Stock

  

(Loss)

     
  

Shares

  

Amount

  

Shares

  

Amount

  

Earnings

  

Shares

  

Amount

  

Shares

  

Amount

  

Income

  

Total

 
                                             

Balance at December 31, 2023

  10,413,993  $50   107,179,827  $1,174  $1,084   (2,251,727) $(32)  (19,952,346) $(282) $(23) $1,971 
                                             

Net income

  -   -   -   -   375   -   -   -   -   -   375 
                                             

Preferred stock dividends

  -   -   -   -   (52)  -   -   -   -   -   (52)
                                             

Common stock dividends

  -   -   -   -   (32)  -   -   -   -   -   (32)
                                             

Adjustment to pension liability, net of income tax

  -   -   -   -   -   -   -   -   -   (1)  (1)
                                             

Adjustment to fair value of interest rate cap, net of income tax

  -   -   -   -   -   -   -   -   -   (6)  (6)
                                             

Issuance of common stock:

                                            

401(k) Plan

  -   -   1,765,444   9   -   -   -   -   -   -   9 

2022 Equity and Incentive

                                            

Compensation Plan:

                                            

Restricted stock awards

  823,393   -   1,655,958   -   -   (171,472)  (1)  (257,029)  (1)  -   (2)

Restricted stock unit awards

  -   -   564,793      -   -   -   (188,400)  (1)  -   (1)
                                             

Stock-based compensation

  -   7   -   15   -   -   -   -   -   -   22 
                                             

Balance at December 31, 2024

  11,237,386  $57   111,166,022  $1,198  $1,375   (2,423,199) $(33)  (20,397,775) $(284) $(30) $2,283 

 

See accompanying notes.

 

59
 

 

 

GRAY MEDIA, INC. 

CONSOLIDATED STATEMENTS OF CASH FLOWS 

(in millions) 

 

 

  

Year Ended December 31,

 
  

2024

  

2023

  

2022

 

Cash flows from operating activities:

            

Net income (loss)

 $375  $(76) $455 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

            

Depreciation

  144   145   129 

Amortization of intangible assets

  125   194   207 

Amortization of deferred loan costs

  15   13   16 

Accretion of original issue discount and premium related to long-term debt, net

  -   (1)  (1)

Amortization of stock based compensation

  22   20   22 

Amortization of program broadcast rights

  28   37   48 

Payments on program broadcast obligations

  (29)  (38)  (49)

Common stock contributed to 401(k) plan

  -   10   9 

Deferred income taxes

  (9)  (91)  (20)

Loss (gain) on disposal of assets, net

  20   21   (2)

Gain on sale of investment

  (110)  -   - 

(Gain) loss on early extinguishment of debt

  (34)  3   - 

Impairment of investments

  25   29   18 

Impairment of goodwill and other intangible assets

  -   43   - 

Other

  (1)  14   - 

Changes in operating assets and liabilities, net of acquisitions:

            

Accounts receivable, net

  5   308   (26)

Income tax receivable or prepaid

  8   26   (4)

Other current assets

  27   7   - 

Accounts payable

  52   (32)  (5)

Employee compensation, benefits and pension costs

  1   12   3 

Accrued network fees and other expenses

  49   (5)  6 

Accrued interest

  49   3   8 

Income taxes payable

  (17)  7   5 

Deferred revenue

  6   (1)  10 

Net cash provided by operating activities

  751   648   829 
             

Cash flows from investing activities:

            

Acquisitions of businesses and broadcast licenses, net of cash acquired

  (1)  (6)  (58)

Proceeds from sale of television stations

  -   6   - 

Purchases of property and equipment

  (143)  (348)  (436)

Proceeds from Repack reimbursement (Note 1)

  -   -   7 

Proceeds from asset sales

  14   54   4 

Proceeds from sale of investment

  110   -   - 

Reimbursement of development costs

  -   18   - 

Investments in broadcast, production and technology companies

  (7)  (14)  (16)

Other

  (1)  (1)  (4)

Net cash used in investing activities

  (28)  (291)  (503)
             

Cash flows from financing activities:

            

Proceeds from borrowings on long-term debt

  2,070   300   - 

Repayments of borrowings on long-term debt

  (2,544)  (610)  (315)

Repurchases of common stock

  -   -   (50)

Payments of common stock dividends

  (32)  (30)  (30)

Payments of preferred stock dividends

  (52)  (52)  (52)

Deferred and other loan costs

  (47)  -   - 

Payments for taxes related to net share settlement of equity awards

  (4)  (5)  (7)

Net cash used in financing activities

  (609)  (397)  (454)

Net (decrease) increase in cash

  114   (40)  (128)

Cash at beginning of year

  21   61   189 

Cash at end of year

 $135  $21  $61 

 

See accompanying notes.

 

60
 

 

GRAY MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

1.

Description of Business and Summary of Significant Accounting Policies

 

Overview. We are a multimedia company headquartered in Atlanta, Georgia. We are the nation’s largest owner of top-rated local television stations and digital assets serving 113 television markets that collectively reach approximately 37 percent of US television households. The portfolio includes 78 markets with the top-rated television station and 99 markets with the first and/or second highest rated television station, as well as the largest Telemundo Affiliate group with 44 markets totaling over 1.5 million Hispanic TV Households. We also own Gray Digital Media, a full-service digital agency offering national and local clients digital marketing strategies with the most advanced digital products and services. Our additional media properties include video production companies Raycom Sports, Tupelo Media Group, and PowerNation Studios, and studio production facilities Assembly Atlanta and Third Rail Studios.

 

Investments in Broadcasting, Production and Technology Companies. We have investments in several television, production and technology companies. We account for all material investments in which we have significant influence over the investee under the equity method of accounting. Upon initial investment, we record equity method investments at cost. The amounts initially recognized are subsequently adjusted for our appropriate share of the net earnings or losses of the investee. We record any investee losses up to the carrying amount of the investment plus advances and loans made to the investee, and any financial guarantees made on behalf of the investee. We recognize our share in earnings and losses of the investee as miscellaneous income (expense), net in our consolidated statements of operations. Investments are also increased by contributions made to and decreased by the distributions from the investee. The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired.

 

Investments in non-public businesses that do not have readily determinable pricing, and for which the Company does not have control or does not exert significant influence, are carried at cost less impairments, if any, plus or minus changes in observable prices for those investments. During each of the years ended December 31, 2024, 2023 and 2022, we determined that several of our investments were impaired and we recorded an impairment expense of $25 million, $29 million and $18 million, respectively. Gains or losses resulting from changes in the carrying value of these investments are included as miscellaneous income (expense), net in our consolidated statements of operations. These investments are reported together as a non-current asset on our consolidated balance sheets.

 

Use of Estimates. The preparation of financial statements in conformity with 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 credit losses 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 Credit Losses. We are exposed to credit risk primarily through sales of broadcast and digital advertising with a variety of direct and agency-based advertising customers, retransmission consent agreements with multichannel video program distributors and program production sales and services. We recorded expenses for this allowance of $2 million, $21 million and $1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

 

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Our allowance for credit losses is an estimate of expected losses over the remaining contractual life of our receivables based on an ongoing analysis of collectability, historical collection experience, current economic and industry conditions and reasonable and supportable forecasts. The allowance is calculated using a historical loss rate applied to the current aging analysis. We may also apply an additional allowance when warranted by specific facts and circumstances. We generally write off account receivable balances when the customer files for bankruptcy or when all commonly used methods of collection have been exhausted.

 

During 2023, our credit losses included amounts written-off of $17 million for the full amount owed to us by Diamond Sports Group, LLC (“Diamond”), a counterparty to certain contracts with us, as a result of Diamond’s voluntary Chapter 11 bankruptcy proceedings.

 

On February 23, 2023, we, certain of our subsidiaries and a wholly-owned special purpose subsidiary (the “SPV”), entered into a three-year $300 million revolving accounts receivable securitization facility (the “Securitization Facility”) with Wells Fargo Bank, N.A., as administrative agent, and certain third-party financial institutions (the “Purchasers”). The Securitization Facility permits the SPV to draw up to a total of $300 million, subject to the outstanding amount of the receivables pool and other factors. The Securitization Facility matures on February 23, 2026, and is subject to customary termination events related to transactions of this type. The sale of receivables from the SPV is accounted for in the Company’s financial statements as a "true-sale" under Accounting Standards Codification ("ASC") Topic 860.

 

Under the Securitization Facility, the SPV sells to the Purchasers certain receivables, including all rights, title, and interest in the related receivables (“Sold Receivables”). The parties intend that the conveyance of accounts receivables to the Purchasers, for the ratable benefit of the Purchasers will constitute a purchase and sale of receivables and not a pledge for security. The SPV has guaranteed to each Purchaser the prompt payment of Sold Receivables, and to secure the prompt payment and performance of such guaranteed obligations, the SPV has granted a security interest to the Purchasers in all assets of the SPV. In our capacity as servicer under the Securitization Facility, we are responsible for administering and collecting receivables and have made customary representations, warranties, covenants and indemnities. We do not record a servicing asset or liability since the estimated fair value of the servicing of the receivables approximates the servicing income. We also provided a performance guarantee for the benefit of the Purchasers.

 

The Securitization Facility is subject to interest charges, at the adjusted one-month Secured Overnight Financing Rate (“SOFR”) plus a margin (100-point basis) on the amount of the outstanding facility. The SPV was required to pay an upfront fee and a commitment fee in connection with the Securitization Facility. The SPV is a separate legal entity with its own separate creditors who will be entitled to access the SPV’s assets before the assets become available to us. As a result, the SPV’s assets are not available to pay our creditors or any of our subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers under the Securitization Facility and other creditors of the SPV may be remitted to us.

 

The proceeds of the Securitization Facility are classified as operating activities in our Consolidated Statement of Cash Flows. Cash received from collections of Sold Receivables is used by the SPV to fund additional purchases of receivables on a revolving basis or to return all or any portion of outstanding capital of the Purchasers. Subsequent collections on the pledged receivables, which have not been sold, will be classified as operating cash flows at the time of collection.

 

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The amount sold to the Purchasers was $300 million at December 31, 2024 and 2023, which was derecognized from the Consolidated Balance Sheets. As collateral against sold receivables, the SPV maintains a certain level of unsold receivables, which was $337 million and $296 million at December 31, 2024 and 2023, respectively. Total receivables sold under the Securitization Facility were $597 million and $596 million at December 31, 2024 and 2023, respectively. Pursuant to the Securitization Facility, we recognized a charge of $9 million for the year ended December 31, 2023, that representing the discount on the accounts receivable balance transferred to the SPV. This discount was included in our loss on disposal of assets in our Consolidated Statements of Operations in 2023.

 

The following table provides a roll-forward of the allowance for credit losses. The allowance is deducted from the amortized cost basis of accounts receivable in our consolidated balance sheets (in millions):

 

  

Year Ended December 31,

 
  

2024

  

2023

 

Beginning balance

 $17  $16 

Provision for credit losses

  2   21 

Amounts written off

  -   (20)

Amounts recovered from previous write-offs

  (4)  - 

Ending balance

 $15  $17 

 

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 The Big Bang Theory. 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.

 

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Property and Equipment. Property and equipment are recorded at cost, or in the case of acquired businesses, at fair value. Depreciation is computed principally by the straight-line method. The following table lists the components of property and equipment by major category (dollars in millions):

 

          

Estimated

 
  

December 31,

  

Useful Lives

 
  

2024

  

2023

  

(in years)

 
              

Property and equipment, net:

             

Land

 $385  $368      

Buildings and improvements

  908   868  7to40 

Equipment

  1,105   1,082  3to20 

Construction in progress

  82   81      
   2,480   2,399      

Accumulated depreciation

  (903)  (798)     

Total

 $1,577  $1,601      

 

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.

 

We incurred costs to build public infrastructure within the Assembly Atlanta project. Pursuant to our Purchase and Sale Agreement with the Doraville Community Improvement District (the “CID”), we receive cash reimbursements for the transfer of specific infrastructure projects to the CID and for other construction costs previously incurred. During the years ended December 31, 2024 and 2023, we received cash proceeds from the CID. The following table lists the type of proceeds received (in millions):

 

  

December 31,

 
  

2024

  

2023

 
         

Proceeds received for assets sold to the CID

 $9  $46 

Proceeds received for reimbursement of development costs

  -   18 
  $9  $64 

 

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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 millions):

 

  

Year ended December 31,

 
  

2024

  

2023

  

2022

 

(Loss) Gain on disposal of assets, net:

            

Proceeds from sale of television stations and other assets

 $13  $60  $4 

Proceeds from FCC Repack

  -   -   7 

Net book value of assets disposed

  (33)  (73)  (9)

Non-cash loss on divestitures

  -   1   - 

Securitization Facility

  -   (9)  - 

Total

 $(20) $(21) $2 
             

Purchase of property and equipment:

            

Recurring purchases - operations

 $97  $107  $170 

Assembly Atlanta project

  46   240   264 

Repack

  -   1   2 

Total

 $143  $348  $436 

 

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 included in other assets on our balance sheets, 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 $4 million as of each of December 31, 2024 and 2023, and included in other liabilities on our balance sheets. During the years ended December 31, 2024, 2023 and 2022, expenses related to our asset retirement obligations were not material.

 

Concentration of Credit Risk. We sell advertising airtime 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.

 

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We derived a material portion of our non-political broadcast advertising revenue from advertisers in a limited number of industries, particularly the services sector, comprising financial, legal and medical advertisers, and the automotive industry. The services sector has become an increasingly important source of advertising revenue over the past few years. During the years ended December 31, 2024, 2023 and 2022 approximately 23%, 27% and 28%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector. During the years ended December 31, 2024, 2023 and 2022 approximately 20%, 20% and 17%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers. Although our revenues can be affected by changes within our customer base, we believe this risk is in part mitigated due to the fact that no one customer accounted for in excess of 5% 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.

 

Earnings 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, 2024, 2023 and 2022 (in millions):

 

  

Year Ended December 31,

 
  

2024

  

2023

  

2022

 

Weighted average shares outstanding, basic

  95   92   92 

Weighted average shares underlying stock options and restricted shares

  1   -   1 

Weighted average shares outstanding, diluted

  96   92   93 

 

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.

 

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

 

Goodwill represents the excess of acquisition cost over the fair value of assets acquired, identifiable intangible assets, less liabilities assumed in business combination transactions. Goodwill is tested for impairment on an annual basis (at year end) or between annual tests if events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying amount.

 

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, our broadcast television stations as a whole, and each of our production companies, 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 that 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 each reporting unit’s 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 that 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, limited to the amount of goodwill included in the reporting unit.

 

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 reporting units.

 

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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, no 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 13 “Goodwill and Intangible Assets.”

 

Accumulated Other Comprehensive Loss. Our accumulated other comprehensive loss balances as of December 31, 2024, consist of adjustments to our pension asset, the fair value of our interest rate caps and the related income tax effects. Our comprehensive income for the year ended December 31, 2024, consisted of adjustments to our pension asset, the fair value of our Interest Rate Caps and the related income tax effect of each. Our comprehensive loss for the year ended December 31, 2023, consisted of the adjustment of the fair value of our pension liability and the related income tax effects. As of December 31, 2024 and 2023, the balances were as follows (in millions):

 

  

December 31,

 
  

2024

  

2023

 

Items included in accumulated other comprehensive loss:

        

Adjustment to pension liability

 $(8) $(7)

Adjustment to fair value of interest rate caps

  (31)  (23)

Income tax benefit

  (9)  (7)

Accumulated other comprehensive loss

 $(30) $(23)

 

Recent Accounting Pronouncements. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. The purpose of this amendment was to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU are effective for annual periods beginning after December 15, 2024. Currently we do not expect that the implementation of these changes will have a material effect on our financial statements.

 

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. The purpose of this amendment was to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Currently we do not expect that the implementation of these changes will have a material impact on our financial statements.

 

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In addition to the accounting standards described above, certain amounts have also been reclassified to conform to the current presentation.

  
 

2.

Revenue

 

Revenue Recognition. We recognize revenue when we have completed a specified service and effectively transferred the control of that service to a customer in return for an amount of consideration we expect to be entitled to receive. The amount of revenue recognized is determined by the amount of consideration specified in a contract with our customers. We have elected to exclude taxes assessed by a governmental authority on transactions with our customers from our revenue. Any unremitted balance is included in current liabilities on our balance sheets.

 

Advertising Revenue. Broadcast advertising revenue is generated primarily from the broadcast of television advertising time to local, national and political advertisers, including digital advertising revenue. Most advertising contracts are short-term, and generally run only for a few weeks. Our performance obligation is satisfied when the advertisement is broadcast or appears on our stations’ websites or mobile applications. Advertising revenue is recognized when the performance obligation is satisfied and then billed to the customer in the period the revenue is recognized. We have an unconditional right to receive payment of the amount billed generally within 30 days of the invoice date. Payment terms are expressly stated in our standard terms and conditions. The invoiced amount to be received is recorded in accounts receivable on our balance sheets.

 

We broadcast the customer’s advertisement either preceding or following a television station’s network programming and within local and syndicated programming. Broadcast advertising is sold in time increments and is priced primarily on the basis of a program’s popularity among the specific audience an advertiser desires to reach. In addition, broadcast advertising rates are affected by the number of advertisers competing for the available time, the size and demographic makeup of the market served by the station and the availability of alternative advertising media in the market area. Broadcast advertising rates are generally the highest during the most desirable viewing hours, with corresponding reductions during other hours. The ratings of a local station affiliated with a major network can be affected by ratings of network programming. Digital advertising is placed on our stations’ websites and mobile applications. These advertisements may be in the form of banner advertisements, pre-roll advertisements or video and other types of advertisements or sponsorships.

 

We generate advertising revenue either by the efforts of our direct sales employees or through third-party advertising agency intermediaries. Third party advertising intermediaries represent the customer and contract with us to deliver broadcast or digital advertising for the customer.

 

Retransmission Consent Revenue. We enter into license agreements with cable, satellite, multichannel video programming distributors and digital delivery system (or “OTT”) customers (collectively “MVPD”) that provide them the right to use our broadcast signal for retransmission across the MVPD system for an agreed period of time. These agreements represent a sales-based and usage-based functional intellectual property license based on the number of subscribers to the licensee’s delivery systems. Our performance obligation is to provide the licensee with access to our intellectual property when it is broadcast. The duration of the typical retransmission consent contract is three years. Retransmission consent revenue is recognized continuously during the period of the contract as we transmit our broadcast signal to the MVPD. The amount of revenue recognized is determined based upon a fixed rate per subscriber multiplied by the number of active subscribers to our MVPD customer systems for the given month. We bill our MVPD customers monthly over the life of the retransmission consent contract. We have an unconditional right to receive payment of the amount billed generally within 30 days from the invoice date. Payment terms are expressly stated in our retransmission consent contracts as well as in the standard terms and conditions. The invoiced amount to be received is recorded in accounts receivable on our balance sheets.

 

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Subscriber data necessary to calculate the amount of retransmission consent revenue to be recognized for the current month is not received until subsequent to that month. We estimate the current month retransmission consent revenue based upon the subscriber data from the most recent subscriber report by the MVPD. We record the estimate in the current month as retransmission consent revenue and then adjust the amount recorded in that month when we receive the actual subscriber data. We typically have monthly adjustments to our revenue to account for changes in MVPD subscribers on a monthly basis, however, the number of MVPD subscribers does not change materially on a monthly basis and this adjustment does not materially impact our recorded retransmission consent revenue on a quarterly or annual basis.

 

Production Company Revenue. Our production company revenues include sports marketing, production and event management, sports and entertainment production services and automotive programming production and marketing solutions. We recognize revenue of marketing, production and events at the time the events are aired or delivered. We recognize advertising revenues related to the events when the advertisements are aired. Sponsorship revenue is recognized ratably over the contractual period of the sponsorship. Included in this category is revenue earned under lease agreements for use of our Assembly Studios and Third Rail Studios production facilities by third parties.

 

Other Revenues. Other revenues consist of production, tower rental and other miscellaneous items. Production revenue is derived from the production of programming. Production revenue is recognized as the programming is produced. Tower rental income is recognized monthly over the life of the lease. All of our leases under which we are lessor are considered operating leases. Other revenue is comprised of one-time or infrequently occurring special projects, dubbing, fees and other miscellaneous items. Other revenue is recognized as the services are performed. Other revenue is generated by our direct sales employees.

 

Expedients. We expense direct and agency commissions when incurred because our advertising contracts are one year or less in duration and the amortization period for capitalized expenses would be less than one year. Direct commissions are included in broadcast operating expense and agency commissions are netted against gross revenue in our consolidated statements of operations.

 

The nature of our contracts with advertising customers is such that our performance obligations arise and are satisfied concurrent with the broadcast or web placement of the advertisement. We did not have material incomplete or unsatisfied performance obligations at the end of any period presented.

 

Deferred Revenue. We record a deferred revenue for cash deposits received from our customers that are to be applied as payment once the performance obligation arises and is satisfied. These deposits are recorded as deferred revenue on our consolidated balance sheet as advertising deposit liabilities. When we invoice our customers for completed performance obligations, we are unconditionally entitled to receive payment of the invoiced amounts. Therefore, we record invoiced amounts in accounts receivable on our balance sheet. We generally require amounts payable under advertising contracts with our political advertising customers to be paid for in advance. We record the receipt of this cash as an advertising deposit liability. Once the advertisement has been broadcast, the revenue is earned, and we record the revenue and reduce the balance in this deposit liability account. We recorded $13 million of revenue in the year ended December 31, 2024 that was included in the advertising deposit liability balance as of December 31, 2023. We also record other deposit liabilities for cash received in advance for other arrangements, for which revenue is recorded as earned in future periods.

 

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The following table presents our deferred revenue by type (in millions):

 

  

December 31,

 
  

2024

  

2023

 
         

Advertising deposit liabilities

 $12  $13 

Other deposit liabilities

  17   10 

Total deferred revenue

 $29  $23 

 

Disaggregation of Revenue. Revenue from our broadcast segment is generated through both our direct and advertising agency intermediary sales channels. Revenue from our production companies segment is generated through our direct sales channel. The following table presents our revenue from contracts with customers disaggregated by type of service and sales channel (in millions):

 

  

Year Ended December 31,

 
  

2024

  

2023

  

2022

 

Market and service type:

            

Advertising:

            

Core

 $1,490  $1,514  $1,496 

Political

  497   79   515 

Total advertising

  1,987   1,593   2,011 

Retransmission consent

  1,482   1,532   1,496 

Production companies

  105   86   93 

Other

  70   70   76 

Total revenue

 $3,644  $3,281  $3,676 
             

Sales channel:

            

Direct

 $2,236  $2,225  $2,163 

Advertising agency intermediary

  1,408   1,056   1,513 

Total revenue

 $3,644  $3,281  $3,676 

  
 

3.

Acquisitions and Divestitures

 

During 2024, 2023 and 2022, we completed a number of acquisition and divestiture transactions. The acquisition transactions were and are expected to, among other things, increase our revenues and cash flows from operating activities, and allow us to operate more efficiently and effectively by increasing our scale and providing us, among other things, with the ability to negotiate more favorable terms in our agreements with third parties. For each television station described, the DMA rank presented is the DMA rank at the time of acquisition.

 

2024 Acquisition and Divestitures

 

On July 1, 2024, we completed transactions with Marquee Broadcasting, Inc. (“Marquee”) in which we sold our television stations KCWY (NBC) in the Casper, Wyoming market (DMA 198) and KGWN (CBS) in the Cheyenne, Wyoming market (DMA 194) in exchange for Marquee’s FCC permit authorizing the construction of a new television station, to be built in the Salt Lake City, Utah market (DMA 27), which will be known as KCBU. No cash or other consideration was exchanged to fulfill the terms of this exchange.

 

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The value of the construction permit acquired from Marquee is $1 million, which is based upon management’s estimate of the fair value using valuation techniques including income, cost and market approaches. In determining the fair value of the acquired asset, the fair values were determined based on, among other factors, expected future revenue and cash flows, expected future growth rates and estimated discount rates.

 

The acquisition of the construction permit for station KCBU and the sale of television stations KCWY and KGWN resulted in a net non-cash loss on disposal of $14 million.

 

In addition, we acquired broadcast licenses totaling approximately $1 million that did not qualify as acquisitions of businesses.

 

BMI Investment Sale

 

On February 8, 2024, we received $110 million in pre-tax cash proceeds from the closing of the sale of Broadcast Music, Inc. (“BMI”) to a shareholder group led by New Mountain Capital, LLC. Our basis in this investment was not material and the related gain was recorded in miscellaneous income, net.

 

2023 Acquisition and Divestiture

 

On May 1, 2023, we and Marquee completed transactions in which we sold television station KNIN (FOX) in the Boise, Idaho market (DMA 102) for $6 million, and purchased television station WPGA (MeTV) in the Macon, Georgia market (DMA 126) for $6 million.

 

The following table summarizes the values of the assets acquired of WPGA (in millions):

 

Property and equipment

 $2 

Broadcast licenses

  4 

Total

 $6 

 

These amounts are based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. In determining the fair value of the acquired assets, the fair values were determined based on, among other factors, expected future revenue and cash flows, expected future growth rates and estimated discount rates.

 

Property and equipment are recorded at their fair value and are being depreciated over their estimated useful lives ranging from 3 to 40 years.

 

In this transaction, an immaterial amount of goodwill was acquired.

 

The sale of television station KNIN resulted in a loss on disposal of $14 million.

 

2022 Acquisition

 

On April 1, 2022, we acquired television station WKTB-TV the Telemundo Network Group, LLC affiliate in the Atlanta, Georgia market (DMA 6), as well as certain digital media assets, for a combined purchase price of $31 million, using cash on hand (the “Telemundo Atlanta Transaction”).

 

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The following table summarizes the values of the assets acquired and resulting goodwill of the Telemundo Atlanta Transaction (in millions):

 

Accounts receivable, net

 $1 

Property and equipment

  1 

Goodwill

  10 

Broadcast licenses

  1 

Network affiliation

  14 

Other intangible assets

  4 

Total

 $31 

 

These amounts are based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. In determining the fair value of the acquired assets and assumed liabilities, the fair values were determined based on, among other factors, expected future revenue and cash flows, expected future growth rates and estimated discount rates.

 

Property and equipment are recorded at their fair value and are being depreciated over their estimated useful lives ranging from 3 to 40 years.

 

Amounts related to network affiliation and other intangible assets are being amortized over their estimated useful lives of approximately 1 to 4 years.

 

Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and liabilities assumed, and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, as well as future synergies that we expect to generate from each acquisition. The goodwill recognized related to this acquisition is deductible for income tax purposes.

 

In addition, we acquired broadcast licenses totaling approximately $27 million that did not qualify as acquisitions of businesses.

 

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4.

Long-term Debt

 

As of December 31, 2024 and 2023, long-term debt consisted of obligations under our 2019 Senior Credit Facility (as defined below), our 5.875% senior notes due 2026 (the “2026 Notes”), our 7.0% senior notes due 2027 (the “2027 Notes”), our 10.5% senior notes due 2029 (the “2029 Notes”), our 4.75% senior notes due 2030 (the “2030 Notes”) and our 5.375% senior notes due 2031 (the “2031 Notes”) as follows (in millions):

 

  

December 31,

 
  

2024

  

2023

 

Long-term debt:

        

2019 Senior Credit Facility:

        

2019 Term Loan (matures January 2, 2026)

 $-  $1,190 

2021 Term Loan (matures December 1, 2028)

  1,395   1,470 

2024 Term Loan (matures June 4, 2029)

  498   - 

2026 Notes (matures July 15, 2026)

  10   700 

2027 Notes (matures May 15, 2027)

  528   750 

2029 Notes (matures July 15, 2029)

  1,250   - 

2030 Notes (matures October 15, 2030)

  790   800 

2031 Notes (matures November 15, 2031)

  1,219   1,300 

Total outstanding principal, including current portion

  5,690   6,210 

Unamortized deferred loan costs - Senior Credit Facility

  (34)  (18)

Unamortized deferred loan costs - 2026 Notes

  -   (3)

Unamortized deferred loan costs - 2027 Notes

  (3)  (6)

Unamortized deferred loan costs - 2029 Notes

  (12)  - 

Unamortized deferred loan costs - 2030 Notes

  (8)  (10)

Unamortized deferred loan costs - 2031 Notes

  (12)  (14)

Unamortized premium - 2026 Notes

  -   1 

Less current portion

  (20)  (15)

Long-term debt, less current portion and deferred financing costs

 $5,601  $6,145 
         

Borrowing availability under Revolving Credit Facility

 $674  $494 

 

2024 Refinancing Activities. On June 3, 2024, we issued $1.25 billion in aggregate principal amount of 10.5% Senior Secured First Lien Notes due 2029 (the “2029 Notes”) pursuant to an indenture, dated as of June 3, 2024, between us, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “2029 Notes Indenture”). The 2029 Notes were issued at par. Interest in the 2029 Notes accrues from June 3, 2024, and is payable semiannually, on January 15 and July 15 of each year, beginning on January 15, 2025.

 

The net proceeds from the 2029 Notes were used, together with the net proceeds from a $500 million tranche F term loan (the “2024 Term Loan”) and a $150 million draw under our Revolving Credit Facility (as defined below), both under the Senior Credit Facility (as defined below), and cash on hand, to fully pre-pay our $1.2 billion tranche E 2019 Term Loan under the Senior Credit Facility; repurchase in a tender offer $690 million of face value of our outstanding 5.875% 2026 Notes; and pay all costs and accrued interest in connection with the offering.

 

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The 2029 Notes and related guarantees are our senior secured first lien obligations. The 2029 Notes rank:

 

●

equally in right of payment with all of our existing and future pari passu senior debt; senior in right of payment to all of our existing and future subordinated debt;

●

effectively senior to all of our existing and future unsecured debt or junior lien debt to the extent of the value of the collateral securing the 2029 Notes;

●

effectively subordinated to any existing and future debt that is secured by a lien on any assets not constituting collateral securing the 2029 Notes to the extent of the value of such assets; and

●

structurally subordinated to any existing and future debt and liabilities of our subsidiaries that do not guarantee the 2029 Notes.

 

On June 4, 2024, we entered into a third amendment to the Fifth Amended and Restated Credit Agreement (the “Third Amendment” and as amended, including by the Third Amendment, the “Senior Credit Facility”), dated as of December 1, 2021.

 

The Third Amendment, among other things, provided for (i) the new $500 million 2024 Term Loan and (ii) increased aggregate commitments under our existing $552.5 million revolving credit facility (the “Revolving Credit Facility”) that matures December 31, 2027 by $127.5 million, and a concurrent termination of the separate commitments under a $72.5 million tranche of revolving commitments that were to mature on December 1, 2026, resulting in aggregate commitments under the Revolving Credit Facility of $680 million.

 

The 2024 Term Loan bears interest, at our option, at either the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin or the Base Rate plus an applicable margin. “Base Rate” is defined as the greatest of (i) the administrative agent’s prime rate, (ii) the overnight federal funds rate plus 0.50% and (iii) Adjusted Term SOFR (as defined in the Senior Credit Facility) for a one-month tenor in effect on such day plus 1.0%. The applicable margin with respect to the 2024 Term Loan is 5.25% for all SOFR borrowings and 4.25% for all Base Rate borrowings. The 2024 Term Loan also requires us to make quarterly principal reductions of $1.25 million beginning September 30, 2024. To the extent all or any portion of the 2024 Term Loan is repaid or prepaid prior to the one year anniversary of the effective date of the Third Amendment, a prepayment fee equal to 1.0% of the amount of the 2024 Term Loan being repaid or prepaid will apply.

 

The Revolving Credit Facility bears interest, at our option, based on SOFR plus 1.75%-2.75% or the Base Rate plus 0.75%-1.75%, in each case based on a first lien leverage ratio (the “First Lien Leverage Ratio”) as set forth in the Senior Credit Facility. The Company is required to pay a commitment fee on the average daily unused portion of the Revolving Credit Facility, which rate may range from 0.375% to 0.5%, based on the First Lien Leverage Ratio.

 

The costs associated with these 2024 refinancing activities totaled $47 million, of which $45 million were capitalized as deferred loan costs, to be amortized over the lives of the respective debt obligations. Our loss from the early extinguishment of debt for these 2024 refinancing activities was $10 million, which was composed of expensing of the remaining $4 million of costs and the write-off of $6 million of unamortized deferred loan costs and premiums related to the debts that were pre-paid.

 

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Repurchase of Debt. On May 6, 2024, our Board of Directors authorized us to use up to $250 million of available liquidity to repurchase our outstanding indebtedness. This authorization has been replenished and extended through December 31, 2025. The extent of such repurchases, including the amount and timing of any repurchases, will depend on general market conditions, regulatory requirements, alternative investment opportunities and other considerations. This repurchase program does not require us to repurchase a minimum amount of debt, and it may be modified, suspended or terminated at any time without prior notice. During the year ended December 31, 2024, we used $327 million of cash to purchase and retire a total of $373 million of the outstanding principal amount of our 2019 Term Loan, 2027 Notes, 2030 Notes and 2031 Notes in the open market. These open market transactions resulted in a gain of $46 million, excluding the write-off of a proportional amount of the deferred financing costs related to each of the outstanding debt amounts that were retired.

 

Interest Rate Caps. On February 23, 2023, we entered into two interest rate caps pursuant to an International Swaps and Derivatives Association Master Agreement (the “ISDA Master Agreement”) with two counterparties, Wells Fargo Bank, NA and Truist Bank, respectively. On June 25, 2024, we amended the notional amount of the interest rate caps in order to better match the outstanding amounts of the related outstanding indebtedness. At December 31, 2024, the caps had a combined notional value of approximately $1.9 billion and mature on December 31, 2025. The interest rate caps protect us against adverse fluctuations in interest rates by reducing our exposure to variability in cash flows on a portion of our variable-rate debt. The interest rate caps are designated as cash flow hedges of our risk of changes in our cash flows attributable to changes in 1-month SOFR on our outstanding variable-rate debt in accordance with ASC 815. We elected to apply the optional expedient in ASC 848, Reference Rate Reform, that enabled us to consider the amended swaps a continuation of the existing contracts. As a result, the transition did not have an impact on our hedge accounting or a material impact to our financial statements.

 

The interest rate caps, as amended, effectively limit the annual interest charged on our 2021 Term Loan and our 2024 Term Loan to a maximum of 1-month Adjusted Term SOFR of 4.96% and 5.047%. We are required to pay aggregate fees in connection with the interest rate caps of approximately $34 million that is due and payable at maturity on December 31, 2025. On the initial designation date, we recognized an asset and corresponding liability for the deferred premium payable equal to $34 million. The asset is amortized into interest expense straight-line over the term of the hedging relationship. At December 31, 2024 and 2023, the recorded value of the asset was $12 million and $24 million, net of accumulated amortization, respectively. At December 31, 2024 and 2023, the fair value of the derivative liability was $32 million and $23 million, respectively. We present the deferred premium, the asset, and the fair value of the derivative, net within other non-current liabilities in our condensed consolidated balance sheets.

 

The ISDA Master Agreement, together with its related schedules, contain customary representations, warranties and covenants. The interest rate caps were not entered into for speculative trading purposes. Changes in the fair value of the interest rate caps are reported as a component of other comprehensive income. Actual gains and losses are reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and are presented in the same income statement line item as the earnings effect of the hedged transaction. Gains and losses on the derivative instrument representing hedge components excluded from the assessment of effectiveness are recognized currently in earnings and are presented in the same line of the income statement for the hedged item. We recognized $12 million and $10 million, respectively, of amortization expense for the asset during the years ended December 31, 2024 and 2023, which is included as a component of cash flows from operating activities in our condensed consolidated statements of cash flows. Cash flows received from the counterparties pursuant to the interest rate caps are included as components of cash flows from financing activities in our condensed consolidated statements of cash flows. During the years ended December 31, 2024 and 2023, we received $6 million and $4 million, respectively, of cash payments from the counterparties that we reclassified as reductions of interest expense from the interest rate caps in our condensed consolidated statements of operations.

 

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For all of our interest bearing obligations, we made interest payments of approximately $394 million, $419 million and $339 million during the years ended December 31, 2024, 2023 and 2022, respectively. During the years ended December 31, 2024, 2023 and 2022, we capitalized $2 million, $20 million and $9 million of interest payments, respectively, related to the Assembly Atlanta project.

 

As of December 31, 2024, the aggregate minimum principal maturities of our long-term debt were as follows (in millions):

 

  

Minimum Principal Maturities

 
  

2019 Senior

  

2026

  

2027

  

2029

  

2030

  

2031

     

Year

 

Credit Facility

  

Notes

  

Notes

  

Notes

  

Notes

  

Notes

  

Total

 

2025

 $20  $-  $-  $-  $-  $-  $20 

2026

  20   10   -   -   -   -   30 

2027

  20   -   528   -   -   -   548 

2028

  1,355   -   -   -   -   -   1,355 

2029

  478   -   -   1,250   -   -   1,728 

Thereafter

  -   -   -   -   790   1,219   2,009 

Total

 $1,893  $10  $528  $1,250  $790  $1,219  $5,690 

 

Collateral, Covenants and Restrictions of our Credit Agreements. Our obligations under the Senior Credit Agreement and the 2029 Notes are secured by substantially all of our consolidated assets, excluding real estate. In addition, substantially all of our subsidiaries are joint and several guarantors of, and our ownership interests in those subsidiaries are pledged to collateralize, our obligations under the Senior Credit Agreement. Gray Media, Inc. is a holding company, and has no material independent assets or operations. For all applicable periods, the 2026 Notes, 2027 Notes, 2030 Notes and 2031 Notes have been fully and unconditionally guaranteed, on a joint and several, senior unsecured basis, by substantially all of Gray Media, Inc.’s subsidiaries. Any subsidiaries of Gray Media, Inc. that do not guarantee the 2026 Notes, 2027 Notes, 2030 Notes and 2031 Notes are not material or are designated as unrestricted under the Senior Credit Agreement. As of December 31, 2024, there were no significant restrictions on the ability of Gray Media, Inc.’s subsidiaries to distribute cash to Gray or to the guarantor subsidiaries.

 

The 2019 Senior Credit Facility contains affirmative and restrictive covenants with which we must comply, including: (a) limitations on additional indebtedness, (b) limitations on liens, (c) limitations on the sale of assets, (d) limitations on guarantees, (e) limitations on investments and acquisitions, (f) limitations on the payment of dividends and share repurchases, (g) limitations on mergers and (h) maintenance of the First Lien Leverage Ratio while any amount is outstanding under the revolving credit facility, as well as other customary covenants for credit facilities of this type. The 2026 Notes, 2027 Notes, 2029 Notes, 2030 Notes and 2031 Notes include covenants with which we must comply which are typical for borrowing transactions of their nature. As of December 31, 2024 and 2023, we were in compliance with all required covenants under all of our debt obligations.

 

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5.

Fair Value Measurement

 

We measure 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 Company’s own assumptions and consider information about readily available market participant assumptions.

 

 

●

Level 1: Quoted prices for identical instruments in active markets.

 

●

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and 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.

 

The carrying amounts of accounts receivable, prepaid and other current assets, accounts payable, employee compensation and benefits, accrued interest, other accrued expenses and deferred revenue approximate fair value at both December 31, 2024 and 2023.

 

The value of all of our investments in broadcasting and technology companies are classified as Level 3.

 

As of December 31, 2024, the carrying amount of our long-term debt was $5.6 billion and the fair value was $4.6 billion. As of December 31, 2023, the carrying amount of our long-term debt was $6.2 billion and the fair value was $5.6 billion. Fair value of our long-term debt is based on observable estimates provided by third-party financial service providers and is classified as Level 2.

 

 

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. During the years ended December 31, 2024, 2023 and 2022, we declared and paid quarterly cash dividends totaling $0.32 per share of our common stock and Class A common stock.

 

On May 5, 2022, our shareholders approved, and our Board of Directors adopted, our 2022 Equity and Incentive Compensation Plan (the “2022 EICP”). The 2022 EICP replaced our 2017 Equity and Incentive Compensation Plan. Under 2022 EICP, we may, at our discretion, issue authorized and unissued shares, or previously issued shares held in treasury, of our Class A common stock or common stock. As of December 31, 2024, we had reserved three million shares and one million shares of our common stock and Class A common stock, respectively, for future issuance under our 2022 EICP. As of December 31, 2024, we also have 10 million shares of our common stock reserved for issuance under the 401(k) Plan (as defined below).

 

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7.

Preferred Stock

 

At December 31, 2024 and 2023 there were 650,000 shares of our Series A Perpetual Preferred Stock outstanding with a stated face value and liquidation value of $1,000 per share (the “Series A Preferred Stock”). Holders of shares of the Series A Preferred Stock are entitled to receive mandatory and cumulative dividends paid quarterly in cash or, at the Company’s option, paid quarterly in kind by issuance of additional shares of Series A Preferred Stock. The per-share amount of such quarterly mandatory and cumulative dividends will be calculated by multiplying the face value by 8% per annum if the dividends are to be paid in cash, or 8.5% per annum if such dividends are to be paid in additional shares of Series A Preferred Stock (“PIK Election Dividends”). If the Company elects to pay any portion of accrued dividends with PIK Election Dividends, it will be prohibited from repurchasing, redeeming or paying dividends on any stock that is junior to the Series A Preferred Stock through the end of that quarter and the subsequent two quarters, subject to certain exceptions.

 

With respect to the payment of dividends, the Series A Preferred Stock will rank senior to all classes and series of our common stock and all other equity securities designated as ranking junior to the Series A Preferred Stock, and no new issuances of common or preferred stock will rank on a parity with, nor senior to, the Series A Preferred Stock.

 

All or any portion of the outstanding Series A Preferred Stock may be redeemed at the Company’s option at any time, upon written notice to the holders of Series A Preferred Stock at least 30 and not more than 60 days prior to the date of such optional redemption. The per-share redemption price for Series A Preferred Stock will be equal to the sum of the liquidation value and the per-share amount of any unpaid dividends for the current quarterly dividend period, up to and including the date of redemption. Holders of shares of Series A Preferred Stock redeemed will be paid in cash.

 

The Series A Preferred Stock is also subject to mandatory redemption upon the occurrence of certain change of control transactions or upon the sale or other disposition of all or substantially all of our assets. The holders of Series A Preferred Stock do not have any right to exchange or convert the shares into any other securities.

 

In general, the holders of the Series A Preferred Stock do not have any voting rights except as set forth in the terms of the Series A Preferred Stock or as otherwise required by law, in which case, each share of Series A Preferred Stock will be entitled to one vote.

 

The approval of the holders of the Series A Preferred Stock, voting separately as a class, is required in order to authorize, create or issue new shares of Series A Perpetual Preferred stock (other than to pay dividends), or alter the rights of any other shares that are or would be equal to or senior to the Series A Preferred Stock, or to amend, alter or repeal the articles of incorporation as amended from time to time if such amendment, alteration or repeal adversely affects the powers, preferences or special rights of the Series A Preferred Stock.

 

The Series A Preferred Stock does not have preemptive rights as to any of our other securities, or any warrants, rights, or options to acquire any of our securities.

 

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In the event that the Company voluntarily or involuntarily liquidates, dissolves or winds up its affairs, holders of Series A Preferred Stock will be entitled to receive for each share of Series A Preferred Stock, out of the Company’s assets or proceeds thereof available for distribution to shareholders, subject to the rights of any creditors, payment in full in an amount equal to the liquidation value and the per-share amount of any unpaid dividends for the current quarterly dividend period. Holders of Series A Preferred Stock would be entitled to receive this amount before any distribution of assets or proceeds to holders of our common stock and any other stock whose rights are junior to the Series A Preferred Stock. If in any distribution described above, our assets are not sufficient to pay in full the amounts payable with respect to the outstanding shares of Series A Preferred Stock or any stock whose rights are equal to the Series A Preferred Stock, holders of the Series A Preferred Stock would share ratably in any such distribution in proportion to the full respective distributions to which they are entitled. Shareholders are not subject to further assessments on their shares of the Series A Preferred Stock.
 

8.

Stock-Based Compensation

 

We recognize compensation expense for stock-based payment awards made to our employees, consultants and directors under our active stock-based compensation plan, the “2022 EICP”. The following table presents our stock-based compensation expense and the related income tax benefits for the years ended December 31, 2024, 2023 and 2022 (in millions):

 

  

Year Ended December 31,

 
  

2024

  

2023

  

2022

 

Stock-based compensation expense, gross

 $22  $20  $22 

Income tax benefit at our statutory rate associated with stock-based compensation

  (6)  (5)  (6)

Stock-based compensation expense, net

 $16  $15  $16 

 

Currently, the 2022 EICP provides for the grant of incentive stock options, nonqualified stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights and performance awards to acquire shares of our Class A common stock or common stock, or other awards based on our performance. All shares of common stock and Class A common stock underlying outstanding options (if any), restricted stock units and performance awards are counted as issued under the 2022 EICP for purposes of determining the number of shares available for future issuance.

 

As of December 31, 2024, we had $16 million of total unrecognized compensation expense related to all non-vested stock-based compensation arrangements. This expense is expected to be recognized over a period of 1.5 years.

 

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A summary of activity for the years ended December 31, 2024, 2023 and 2022 under our stock based compensation plans is as follows:

 

  

Year Ended December 31,

 
  

2024

  

2023

  

2022

 
      

Weighted-

      

Weighted-

      

Weighted-

 
      

Average

      

Average

      

Average

 
  

Number

  

Grant Date

  

Number

  

Grant Date

  

Number

  

Grant Date

 
  

of

  

Fair Value

  

of

  

Fair Value

  

of

  

Fair Value

 
  

Shares

  

Per Share

  

Shares

  

Per Share

  

Shares

  

Per Share

 
                         

Restricted stock - common:

                        

Outstanding - beginning of period

  1,467,936  $12.17   997,745  $20.62   1,035,728  $19.69 

Granted

  1,785,958   7.47   1,007,919   8.15   400,927   21.68 

Vested

  (556,187)  12.51   (537,728)  20.32   (438,910)  19.38 

Forfeited

  (130,000)  8.10   -   -   -   - 

Outstanding - end of period

  2,567,707  $9.03   1,467,936  $12.17   997,745  $20.62 
                         

Restricted stock - Class A common:

                        

Outstanding - beginning of period

  1,148,233  $12.37   677,238  $19.36   720,421  $18.22 

Granted

  823,393   8.25   738,854   8.34   250,448   20.52 

Vested

  (382,606)  14.24   (267,859)  18.95   (293,631)  17.55 

Outstanding - end of period

  1,589,020  $9.78   1,148,233  $12.37   677,238  $19.36 
                         

Restricted stock units - common:

                        

Outstanding - beginning of period

  587,168  $11.50   274,145  $23.60   125,247  $19.02 

Granted

  1,229,390   5.72   587,168   11.50   259,079   23.87 

Vested

  (564,793)  11.50   (247,953)  23.64   (108,921)  19.03 

Forfeited

  (22,375)  11.50   (26,192)  23.15   (1,260)  19.05 

Outstanding - end of period

  1,229,390  $5.72   587,168  $11.50   274,145  $23.60 

  
 

9.

Leases

 

Operating Leases. We lease various assets with non-cancellable lease terms that range between one and 99 years. Many of these leases have optional renewal periods ranging between one and 20 years. We define the lease term as the original lease base period plus optional renewal periods that we reasonably expect to exercise. We do not include renewal periods exercisable more than 10 years from the commencement date in the lease term as we cannot reasonably expect to exercise an option that far into the future. Some of our leases have free rent periods, tenant allowances and/or fixed or variable rent escalators. We record operating lease expense on a straight-line basis over the lease term. Operating lease expense is included in operating expenses in our consolidated statements of operations.

 

We lease land, buildings, transmission towers, right of way easements and equipment through operating leases. We generally lease land for the purpose of erecting transmission towers for our broadcast operations. Our building leases consist of office space and broadcast studios. For transmission towers we do not own, we lease space for our transmission equipment on third-party towers. We lease right-of-ways for various purposes, including ingress and egress for tower locations and guyed wire space. Our equipment leases consist of office, transmission and production equipment.

 

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We allocate consideration paid in the contract to lease and non-lease components based upon the contract or associated invoice received if applicable. Lease components include base rent, fixed rate escalators and in-substance fixed payments associated with the leased asset. Non-lease components include common area maintenance and operating expenses associated with the leased asset. We have not elected the practical expedient to combine lease and non-lease components. As such, we only include the lease component in the calculation of right of use (“ROU”) asset and lease liability. The incremental borrowing rate we use for the calculation is the rate of interest that we would pay to borrow on a collateralized basis over a similar term based upon our borrower risk profile.

 

Variable lease payments are not material and are included in operating lease expense as a component of operating expenses in our consolidated statement of operations. Variable lease payments are generally associated with usage-based leases and variable payment escalators, such as consumer price index (“CPI”) increases. Some of our land leases require us to pay a percentage of the revenue earned from leasing space on the towers we erect on the leased land. We included the payment level of CPI and percentage rent amounts in the base rent for calculating the ROU asset and lease liability. CPI adjustments and percentage rent amounts that differ from the amount included in ROU asset and liability calculations are included in variable lease payments.

 

We recognize leases with an initial term of 12 months or less as short-term leases and generally consist of rentals of production or broadcast equipment for short periods of time. Lease payments associated with short-term leases are expensed as incurred.

 

As of December 31, 2024, the weighted average remaining term of our operating leases was nine years. The weighted average discount rate used to calculate the values associated with our operating leases was 6.7%. The table below describes the nature of lease expense and classification of operating lease expense recognized in the years ended December 31, 2024, 2023 and 2022, respectively (in millions):

 

  

Year Ended December 31,

 
  

2024

  

2023

  

2022

 

Operating lease expense:

            

Operating lease expense

 $16  $18  $17 

Short-term lease expense

  5   5   3 

Total operating lease expense

 $21  $23  $20 

 

The following table presents the maturities of operating lease liabilities were as follows (in millions):

 

 

Year:

    

2025

 $15 

2026

  13 

2027

  11 

2028

  8 

2029

  8 

Thereafter

  43 

Total lease payments

  98 

Less: Imputed interest

  (26)

Present value of lease liabilities

 $72 

 

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As a Lessor. We lease or sublease our owned or leased production facilities, land, towers and office space through operating leases with third parties. Payments received associated with these leases consist of fixed and variable payments. Fixed payments are received for the rental of space including fixed rate rent escalations over the applicable term of the lease agreements. Variable payments are received for short-term rental of space, variable rent escalations and reimbursement of operating costs related to the asset leased or subleased.

 

We recognize revenue from fixed payments on a straight-line basis over the applicable term of the lease agreements, whose lives range between one and 43 years. The excess of straight-line revenue recognized over the fixed payments received is recorded as deferred rent receivable in other assets on our condensed consolidated balance sheets. The deferred rent receivable balance was $9 million and $6 million as of December 31, 2024 and 2023, respectively. We recognize revenue from variable payments each period as earned.

 

Cash flow activities related to our lease activities for assets we lease to third parties are included in other assets and accounts receivable as presented in net cash provided by operating activities in our consolidated statement of cash flows.

 

The following table describes the nature of our lease revenue and classification of operating lease revenue recognized in the years ended December 31, 2024, 2023 and 2022, respectively (in millions):

 

  

Year Ended December 31,

 
  

2024

  

2023

  

2022

 

Operating lease revenue:

            

Fixed lease revenue

 $22  $8  $1 

Variable lease revenue

  15   15   14 

Total operating lease revenue

 $37  $23  $15 

 

The following table presents our future minimum rental receipts for non-cancelable leases and subleases as of December 31, 2024 (in millions):

 

Year:

    

2025

 $25 

2026

  24 

2027

  23 

2028

  23 

2029

  23 

Thereafter

  226 

Total lease receipts

  344 

  

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10.

Income Taxes

 

We recognize deferred tax assets and liabilities for future tax consequences attributable to differences between our financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. We recognize the effect on deferred tax assets and liabilities resulting from a change in tax rates in income in the period that includes the date of the change.

 

Under certain circumstances, we recognize liabilities in our financial statements for positions taken on uncertain tax issues. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others may be subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits on the balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as income tax expense in the statement of operations.

 

Federal and state and local income tax expense is summarized as follows (in millions):

 

  

Year Ended December 31,

 
  

2024

  

2023

  

2022

 

Current:

            

Federal

 $106  $73  $148 

State and local

  20   12   31 

Current income tax expense

  126   85   179 

Deferred:

            

Federal

  (6)  (76)  (21)

State and local

  (3)  (15)  1 

Deferred income tax benefit

  (9)  (91)  (20)

Total income tax (benefit) expense

 $117  $(6) $159 

 

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Significant components of our deferred tax liabilities and assets are as follows (in millions):

 

  

December 31,

 
  

2024

  

2023

 

Deferred tax liabilities:

        

Net book value of property and equipment

 $135  $149 

Broadcast licenses, goodwill and other intangible assets

  1,340   1,338 

Other

  6   3 

Total deferred tax liabilities

  1,481   1,490 
         

Deferred tax assets:

        

Liability for compensated absences

  6   6 

Liability for accrued bonus

  12   13 

Liability under health and welfare plan

  2   3 

State and local operating loss carryforwards

  11   7 

Unearned income

  4   2 

Restricted stock

  3   2 

Investments

  7   3 

Interest expense limitation

  76   88 
Other comprehensive income  8   6 

Other

  12   10 

Total deferred tax assets

  141   140 

Valuation allowance for deferred tax assets

  (7)  (9)

Net deferred tax assets

  134   131 
  $1,347  $1,359 

 

As of December 31, 2024, we have an aggregate of approximately $252 million of various state operating loss carryforwards, of which we expect that approximately one-third will be utilized. We expect that the unutilized portion of these state net operating loss carryforwards will not be utilized due to Internal Revenue Code section 382 limitations and those that will expire prior to utilization. After applying our state effective tax rate, this amount is included in our valuation allowance for deferred tax assets.

 

A reconciliation of income tax expense at the statutory federal income tax rate and income taxes as reflected in the consolidated financial statements for the years ended December 31, 2024, 2023 and 2022 is as follows (in millions):

 

  

Year Ended December 31,

 
  

2024

  

2023

  

2022

 

Statutory federal rate applied to income before income tax expense

 $103  $(17) $129 

Current year permanent items

  6   11   5 

State and local taxes, net of federal tax benefit

  21   (4)  26 

Change in valuation allowance

  (1)  (1)  - 
Reserve for uncertain tax positions  (14)  1   - 

Other items, net

  2   4   (1)

Income tax (benefit) expense as recorded

 $117  $(6) $159 
             

Effective income tax rate

  24%  7%  26%

 

Each year-end, we adjust our other comprehensive income on a net of tax basis. During 2024, we increased our recorded non-current pension asset by $1 million; we recorded an adjustment of the fair value of our interest rate caps of $8 million; and together, we recorded a $2 million tax benefit. During 2023, we increased our recorded non-current pension asset by $7 million; we recorded an adjustment of the fair value of our interest rate caps of $23 million; and together, we recorded a $5 million tax benefit. During 2022, we decreased our recorded non-current pension liability by $20 million and recognized other comprehensive income of $15 million, net of a $5 million tax provision.

 

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We made income tax payments (net of refunds) of $135 million, $50 million and $180 million during the years ended December 31, 2024, 2023 and 2022, respectively.

 

We prescribe a recognition threshold and measurement attribution for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

 

We file a federal consolidated income tax return in the United States and state or local consolidated income tax returns in various state or local jurisdictions. Certain of our subsidiaries file separate tax returns in other various state and local jurisdictions. With few exceptions, we are no longer subject to federal, state and local tax examinations by tax authorities for years before 2004.

 

The following table summarizes the activity related to our reserve for uncertain tax positions (in millions):

 

  

Year Ended December 31,

 
  

2024

  

2023

  

2022

 

Balance at beginning of period

 $14  $15  $15 

Statute expirations

  (14)  (1)  - 

Balance at end of period

 $-  $14  $15 

 

We recognize accrued interest and penalties related to uncertain tax positions in income tax expense in the accompanying Consolidated Statements of Operations and Consolidated Statements of Comprehensive (Loss) Income. During the years ended December 31, 2024, 2023 and 2022, our penalty and interest expense related to uncertain tax positions was not material. At December 31, 2024, 2023 and 2022, the total accrual for interest and penalties related to uncertain tax positions was not material.

 

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11.

Retirement Plans

 

We sponsor and contribute to defined benefit and defined contribution retirement plans. The Gray Pension Plan is a defined benefit pension plan. Benefits under the Gray Pension Plan are frozen and can no longer increase, and no new participants can be added to the Gray Pension Plan.

 

The Gray Pension Plan’s funding policy is consistent with the funding requirements of existing federal laws and regulations under the Employee Retirement Income Security Act of 1974. The measurement dates used to determine the benefit information for the Gray Pension Plan were December 31, 2024 and 2023, respectively. The following summarizes the Gray Pension Plan’s funded status and amounts recognized on our consolidated balance sheets at December 31, 2024 and 2023, respectively (in millions):

 

  

December 31,

 
  

2024

  

2023

 

Change in projected benefit obligation:

        

Projected benefit obligation at beginning of year

 $104  $102 

Interest cost

  4   5 

Actuarial (gain) loss

  (7)  2 

Benefits paid

  (5)  (5)

Projected benefit obligation at end of year

 $96  $104 
         

Change in plan assets:

        

Fair value of pension plan assets at beginning of year

 $117  $104 

Actual return on plan assets

  -   14 

Company contributions

  -   4 

Benefits paid

  (5)  (5)

Fair value of pension plan assets at end of year

  112   117 

Funded status of pension plan

 $16  $13 
         

Amounts recognized on our balance sheets consist of:

        

Accrued benefit cost

 $28  $26 

Accumulated other comprehensive loss

  (12)  (13)

Net asset recognized

 $16  $13 

 

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Because the Gray Pension Plan is a frozen plan, the projected benefit obligation and the accumulated benefit obligation are the same. The accumulated benefit obligation was $96 million and $104 million at December 31, 2024 and 2023, respectively. The long-term rate of return on assets assumption was chosen from a best estimate range based upon the anticipated long-term returns for asset categories in which the Gray Pension Plan is invested. An estimate of the rate of increase in compensation levels used to calculate the net periodic benefit cost is not required because of the Plan’s frozen status:

 

  

Year Ended December 31,

 
  

2024

  

2023

 

Weighted-average assumptions used to determine net periodic benefit cost for the Gray Pension Plan:

        

Discount rate

  4.79%  4.99%

Expected long-term rate of return on pension plan assets

  6.25%  6.25%

Estimated rate of increase in compensation levels

  N/A   N/A 

 

 

  

As of December 31,

 
  

2024

  

2023

 

Weighted-average assumptions used to determine benefit obligations:

        

Discount rate

  5.48%  4.79%

 

Pension expense is computed using the projected unit credit actuarial cost method. The net periodic pension cost for the Gray Pension Plan includes the following components (in millions):

 

  

Year Ended December 31,

 
  

2024

  

2023

  

2022

 

Components of net periodic pension cost:

            

Interest cost

 $4  $5  $4 

Expected return on plan assets

  (7)  (7)  (8)

Recognized net actuarial loss

  -   -   1 

Net periodic pension benefit

 $(3) $(2) $(3)

 

For the Gray Pension Plan, the estimated future benefit payments are as follows (in millions):

 

Years

  

Amount

 

2025

  $5 

2026

  $6 

2027

  $6 

2028

  $6 

2029

  $6 
2030-2034  $33 

 

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The Gray Pension Plan’s weighted-average asset allocations by asset category were as follows:

 

  

As of December 31,

 
  

2024

  

2023

 

Asset category:

        

Insurance general account

  13%  13%

Cash management accounts

  3%  4%

Equity accounts

  0%  50%

Fixed income accounts

  84%  30%

Real estate accounts

  0%  3%

Total

  100%  100%

 

The investment objective is to achieve a consistent total rate of return (income, appreciation, and reinvested funds) that will equal or exceed the actuarial assumption with aversion to significant volatility. The following is the target asset allocation:

 

  

Target Range

 
  

Strategic Allocation

  

Lower Limit

  

Upper Limit

 
Asset class:            

Equities:

            

Large Cap Blend

  27.0%  0.0%  50.0%

Mid Cap Blend

  10.0%  0.0%  40.0%

Small Cap Blend

  6.0%  0.0%  25.0%

Foreign Large Blend

  11.0%  0.0%  40.0%

Emerging Markets

  3.0%  0.0%  25.0%

Real Estate

  3.0%  0.0%  20.0%

Fixed Income:

            

U.S. Treasury Inflation Protected

  3.5%  0.0%  25.0%

Intermediate Core Plus Bond

  25.0%  0.0%  50.0%

Short-Term Bond

  3.0%  0.0%  25.0%

Bank Loan

  0.0%  0.0%  25.0%

High Yield Bond

  4.0%  0.0%  25.0%

Emerging Markets Bond

  3.0%  0.0%  20.0%

Money Market Taxable

  1.5%  0.0%  100.0%

 

Our equity portfolio contains securities of companies necessary to build a diversified portfolio that we believe are financially sound. Our fixed income portfolio contains obligations generally rated A or better with no maturity restrictions and an actively managed duration. The cash equivalents strategy uses securities of the highest credit quality.

 

Fair Value of Gray Pension Plan Assets. We calculate the fair value of the Gray Pension Plan’s assets based upon the observable and unobservable net asset value of its underlying investments. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized by the fair value hierarchy proscribed by ASU Topic 820, described in Note 5 “Fair Value Measurement.”

 

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The following table presents the fair value of the Gray Pension Plan’s assets and classifies them by level within the fair value hierarchy as of December 31, 2024 and 2023 (in millions):

 

  

As of December 31, 2024

 
  

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets:

                

Insurance general account

 $-  $14  $-  $14 

Cash management accounts

  4   -   -   4 

Equity accounts

  -   -   -   - 

Fixed income accounts

  94   -   -   94 

Real estate accounts

  -   -   -   - 

Total

 $98  $14  $-  $112 

 

  

As of December 31, 2023

 
  

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets:

                

Insurance general account

 $-  $15  $-  $15 

Cash management accounts

  5   -   -   5 

Equity accounts

  59   -   -   59 

Fixed income account

  35   -   -   35 

Real estate accounts

  3   -   -   3 

Total

 $102  $15  $-  $117 

 

Expected Pension Contributions. We do not expect to make a contribution to our frozen defined benefit pension plan during the year ending December 31, 2025.

 

401(k) Savings Plan. The Gray 401(k) Plan is a defined contribution plan intended to meet the requirements of Section 401(k) of the Internal Revenue Code. In 2024, employer contributions under The Gray 401(k) Plan include matching cash contributions at a rate of 100% of the first 1% of each employee’s salary deferral, and 50% of the next 5% of each employee’s salary deferral. For the years ended December 31, 2024, 2023 and 2022, our matching contributions to The Gray 401(k) Plan were $28 million, $26 million and $17 million, respectively. We estimate that our matching cash contributions to The Gray 401(k) Plan for 2025 will be approximately $24 million.

 

In addition, the Company, at its discretion, may make an additional profit-sharing contribution, based on annual Company performance, to those employees who meet certain criteria. For the year ended December 31, 2024, we did not record a profit-sharing contribution. For the years ended December 31, 2023 and 2022, we accrued contributions of approximately $10 million and $9 million, respectively, as discretionary profit-sharing contributions. Each of these discretionary profit-sharing contributions was subsequently made in the form of shares of our common stock. We may also make matching and discretionary contributions of our common stock under the The Gray 401(k) Plan. As of December 31, 2024, we had 10 million shares of common stock reserved for issuance under this plan.

 

Meredith Plan. In connection with the Meredith Transaction, On December 1, 2021, we assumed a defined benefit pension plan covering certain legacy Meredith bargaining class employees. At December 31, 2024, this plan had combined plan assets of $22 million and combined projected benefit obligations of $18 million. The net asset for this plan is recorded as an asset in our financial statements as of December 31, 2024.

 

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12.

Commitments and Contingencies

 

From time to time we may have various contractual and other commitments requiring future payments. These commitments may include amounts required to be paid for: the purchase of property and equipment; service and other agreements; commitments for various programs, including affiliation agreements with networks; and commitments under our accounts receivable securitization facility. Programming agreements include variable fee components such as percentage of revenue or rate per subscriber. Future estimated minimum payments for these commitments, in addition to the liabilities accrued for on our consolidated balance sheets as of December 31, 2024, were as follows (in millions):

 

  

Accounts

  

Service and

             
  

Receivable

  

Other

  

Assembly

  

Programming

     

Year

 

Securitization

  

Agreements

  

Development

  

Agreements

  

Total

 

2025

 $-  $55  $23  $731  $809 

2026

  300   35   -   117   452 

2027

  -   19   -   82   101 

2028

  -   15   -   73   88 

2029

  -   5   -   5   10 

Total

 $300  $129  $23  $1,008  $1,460 

 

 

Legal Proceedings and Claims. We are and expect to continue to be subject to legal actions, proceedings and claims that arise in the normal course of our business. In the opinion of management, the amount of ultimate liability, if any, with respect to these known actions, proceedings and claims will not materially affect our financial condition, results of operations or cash flows, although legal proceedings are subject to inherent uncertainties, and unfavorable rulings or events could result in materially adverse outcomes.

 

Local TV Advertising Antitrust Litigation. In 2018, several broadcasting companies, including Raycom Media (which the Company subsequently acquired in January 2019) and the Meredith Corporation (which the Company acquired in December 2021) agreed to enter into substantially identical consent decrees with the Department of Justice (the “DOJ”). This consent decree provided for the settlement of a confidential investigation by the DOJ into the alleged exchange of certain competitively sensitive information relating to advertising sales among certain stations in some local markets. The consent decree and related settlement were finalized on May 22, 2019. The consent decree is not an admission of any wrongdoing by the parties and does not subject the parties to any monetary damages or penalties. The consent decree requires the parties to adopt certain antitrust compliance measures, including the appointment of an Antitrust Compliance Officer, consistent with what the DOJ has required in previous consent decrees in other industries. The consent decree also requires the parties’ stations not exchange pacing and certain other information with other stations in their local markets, which aligns with Gray’s current policy. Gray Media, Inc. was not a subject of, or party to, any consent decree or settlement thereof, although certain of the Company’s operations that we later acquired from Raycom and Meredith do remain subject to the terms of such settlement.

 

Following published reports of the DOJ investigation and settlement, various putative class action lawsuits were filed against a number of owners of television stations. The cases have been consolidated in a single multidistrict litigation in the District Court for the Northern District of Illinois under the caption In re Local TV Advertising Litigation, and the plaintiffs’ operative complaint alleges price fixing and unlawful information exchange among the defendants’ advertisement sales teams. Gray is a defendant solely due to its acquisition of Raycom and Meredith, who were named defendants. The consolidated action seeks damages, attorneys’ fees, costs and interest, as well as injunctions against adopting practices or plans that would restrain competition in the ways the plaintiffs have alleged. The Company believes the lawsuits are without merit and continues to vigorously defend itself against all such claims.

 

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13.

Goodwill and Intangible Assets

 

During the years ended December 31, 2024 and 2023, we acquired, adjusted and disposed of various television broadcast stations and broadcast licenses. As a result of these transactions, our goodwill and intangible balances changed during each of these years. See Note 3 “Acquisitions and Divestitures” for more information regarding these transactions.

 

Several years ago, our Raycom Sports subsidiary sublicensed certain Atlantic Coast Conference (“ACC”) football and basketball games from ESPN to Fox Sports that were assumed by Diamond Sports Group, LLC (“Diamond”) upon its acquisition of Fox Sports. In March 2023, Diamond sought bankruptcy protection. On July 7, 2023, the bankruptcy court granted the request of Diamond (supported by us) for the early rejection, and therefore the termination, of the ACC sports rights agreements. On July 13, 2023, The CW Network (“CW”) announced that it had entered into an agreement with Raycom Sports for a similar package of sports rights related to the ACC games that had been included in the now-terminated agreement with Diamond. Concurrently, Raycom Sports and ESPN modified their license agreement to correspond with the terms of the CW sublicense agreement. The new agreements mitigate a portion of the losses caused by Diamond’s rejection of its ACC sports rights agreement with Raycom Sports. As a result of the bankruptcy filings and these new July 2023 agreements, our production companies segment recorded a non-cash charge of $43 million, for impairment of goodwill and other intangible assets.  

 

The following table presents a summary of changes in our goodwill and other intangible assets, on a net basis (in millions):

 

  

Net Balance at

  

Acquisitions

          

Net Balance at

 
  

December 31,

  

and

          

December 31,

 
  

2023

  

Adjustments, Net

  

Impairment

  

Amortization

  

2024

 

Goodwill

 $2,643  $(1) $-  $-  $2,642 

Broadcast licenses

  5,320   (9)  -   -   5,311 

Finite-lived intangible assets

  415   -   -   (125)  290 

Total intangible assets net of accumulated amortization

 $8,378  $(10) $-  $(125) $8,243 

 

  

Net Balance at

  

Acquisitions

          

Net Balance at

 
  

December 31,

  

and

          

December 31,

 
  

2022

  

Adjustments

  

Impairment

  

Amortization

  

2023

 

Goodwill

 $2,663  $(4) $(16) $-  $2,643 

Broadcast licenses

  5,331   (11)  -   -   5,320 

Finite-lived intangible assets

  636   -   (27)  (194)  415 

Total intangible assets net of accumulated amortization

 $8,630  $(15) $(43) $(194) $8,378 

 

92
 
 

The following table presents a summary of changes in our goodwill, on a gross basis (in millions):

 

 

      

Acquisitions

         
  

As of

  

and

      

As of

 
  

December 31, 2023

  

Adjustments

  

Impairment

  

December 31, 2024

 

Goodwill, gross

 $2,742  $(1) $-  $2,741 

Accumulated goodwill impairment

  (99)  -   -   (99)

Goodwill, net

 $2,643  $(1) $-  $2,642 

 

      

Acquisitions

         
  

As of

  

and

      

As of

 
  

December 31, 2022

  

Adjustments

  

Impairment

  

December 31, 2023

 

Goodwill, gross

 $2,762  $(4) $(16) $2,742 

Accumulated goodwill impairment

  (99)  -   -   (99)

Goodwill, net

 $2,663  $(4) $(16) $2,643 

 

The following table presents a summary of our intangible assets and related accumulated amortization (in millions):

 

 

  

As of December 31, 2024

  

As of December 31, 2023

 
      

Accumulated

          

Accumulated

     
  

Gross

  

Amortization

  

Net

  

Gross

  

Amortization

  

Net

 

Intangible assets not currently subject to amortization:

                        

Broadcast licenses

 $5,365  $(54) $5,311  $5,374  $(54) $5,320 

Goodwill

  2,642   -   2,642   2,643   -   2,643 
  $8,007  $(54) $7,953  $8,017  $(54) $7,963 
                         

Intangible assets subject to amortization:

                        

Network affiliation agreements

 $216  $(160) $56  $216  $(126) $90 

Other finite-lived intangible assets

  992   (758)  234   992   (667)  325 
  $1,208  $(918) $290  $1,208  $(793) $415 
                         

Total intangible assets

 $9,215  $(972) $8,243  $9,225  $(847) $8,378 

 

Based on our intangible assets subject to amortization as of December 31, 2024, we expect that amortization of intangible assets for the succeeding five years will be as follows: 2025, $113 million; 2026, $83 million; 2027, $47 million; 2028, $13 million; and 2029, $3 million. If and when acquisitions and dispositions occur in the future, actual amounts may vary from these estimates.

 

Impairment of Goodwill and Broadcast Licenses. We evaluate broadcast licenses and goodwill for impairment on an annual basis, or more often when certain triggering events occur. Goodwill is evaluated at the reporting unit level.

 

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Our broadcasting operating segment is comprised of a single reporting unit. Each of the distinct businesses within our production companies operating segment represent a reporting unit. Therefore, we evaluate our goodwill for impairment for five reporting units. One reporting unit for all of our broadcast television operations and four for each of the distinct businesses within our production companies. The Company has considered the requirements as stipulated within ASC 350. Management has identified the applicable assets and liabilities for each of the reporting units in accordance with ASC 350.

 

In the performance of our annual broadcast license and reporting unit impairment assessments, we have the option of performing a qualitative assessment to determine if it is more likely than not that the respective asset has been impaired. In 2024, we performed a qualitative assessment for 56 of our broadcast licenses and three of our reporting units. In 2023, we performed a qualitative assessment for 59 of our broadcast licenses and three of our reporting units.

 

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 broadcast license or reporting unit is impaired, or if we elect not to perform the optional qualitative assessment, we perform the quantitative assessment which involves comparing the estimated fair value of the broadcast license or reporting unit to its respective carrying value.

 

For our annual broadcast licenses impairment test in 2024 and 2023, for those broadcast licenses that we deemed to qualify for qualitative assessment, we concluded that it was more likely than not that all of our broadcast licenses that were evaluated were not impaired based upon our assessments. For the remaining broadcast licenses, we elected to perform a quantitative assessment and concluded that their fair values exceeded their carrying values. To estimate the fair value of our broadcast licenses, we considered assumptions related to historical market and station growth trends, third party market specific industry data, the anticipated performance of the stations and discount rates. Our valuation technique included theoretical assumptions of the costs that would be incurred to construct a station when the only owned asset is the broadcast license and theoretical assumptions for the associated revenues, operating margins and capital expenditures expected to be incurred in the start-up years. We also consider other relevant factors such as the technical qualities of the broadcast license and the number of competing broadcast licenses within that market.

 

For our annual goodwill impairment test in 2024 and 2023, we concluded that it was more likely than not that goodwill was not impaired based upon our qualitative assessments for one of our production company reporting units. We elected to perform a quantitative assessment for our broadcasting and remaining production company reporting units and concluded that their fair values exceeded their carrying values. To estimate the fair value of our reporting units, 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 our television stations.

 

94
 
 

We believe we have made reasonable estimates and utilized appropriate assumptions to evaluate whether the fair values of our broadcast licenses and reporting units were less than their carrying values. If future results are not consistent with our assumptions and estimates, including future events such as a deterioration of market conditions or significant increases in discount rates, we could be exposed to impairment charges in the future. Any resulting impairment loss could have a material adverse impact on our consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows.

 

See Note 1 “Description of Business and Summary of Significant Accounting Policies” for further discussion of our accounting policies regarding goodwill, broadcast licenses and other intangible assets.

 

95
 
  
 

14. Segment Information

 

The Company’s chief operating decision maker (“CODM”) is the chief executive officer (“CEO”). The CODM assesses segment performance and allocates resources to each segment by using each segment’s operating profit. The CODM uses operating profit for each segment in the annual budgeting and forecasting process as well as reviewing segment operating profit quarterly when making decisions about allocating capital and operating resources to segments. Disaggregated total assets and goodwill by segment are not regularly provided to the CODM. The following tables present our business segment information (in millions):

 

      

Production

         

As of and for the Year ended December 31, 2024:

 

Broadcasting

  

Companies

  

Other

  

Consolidated

 
                 

Revenue (less agency commissions)

 $3,539  $105  $-  $3,644 

Less:(1)

                

Payroll and employee benefits

  892   24   55   971 
Network affiliation fees  932   -   -   932 

Programming

  108   20   -   128 

Depreciation and amortization

  248   19   2   269 

Other segment items(2)

  403   41   49   493 

Segment operating income (loss)

 $956  $1  $(106) $851 

Other income (expense):

                

Miscellaneous income (expense), net

              117 

Impairment of investments

              (25)

Interest expense

              (485)

Gain on early extinguishment of debt

              34 

Income before income tax

             $492 
                 

Capital expenditures (excluding business combinations)

 $97  $46  $-  $143 

Goodwill

 $2,614  $28  $-  $2,642 

Investments in broadcasting and technology companies

 $49  $4  $13  $66 

Total assets

 $9,636  $681  $225  $10,542 

 

      

Production

         

As of and for the Year ended December 31, 2023:

 

Broadcasting

  

Companies

  

Other

  

Consolidated

 
                 

Revenue (less agency commissions)

 $3,195  $86  $-  $3,281 

Less:(1)

                

Payroll and employee benefits

  865   21   54   940 
Network affiliation fees  937   -   -   937 

Programming

  98   25   -   123 

Depreciation and amortization

  322   13   4   339 

Impairment of goodwill and other inangible assets

  -   43   -   43 

Other segment items(2)

  386   72   58   516 

Segment operating income (loss)

 $587  $(88) $(116) $383 

Other income (expense):

                

Miscellaneous income (expense), net

              7 

Impairment of investments

              (29)

Interest expense

              (440)

Loss on early extinguishment of debt

              (3)

Income before income tax

             $(82)
                 

Capital expenditures (excluding business combinations)

 $107  $240  $1  $348 

Goodwill

 $2,615  $28  $-  $2,643 

Investments in broadcasting and technology companies

 $68  $4  $13  $85 

Total assets

 $9,897  $658  $85  $10,640 

 

      

Production

         

As of and for the Year ended December 31, 2022:

 

Broadcasting

  

Companies

  

Other

  

Consolidated

 
                 

Revenue (less agency commissions)

 $3,583  $93  $-  $3,676 

Less:(1)

                

Payroll and employee benefits

  799   20   50   869 
Network affiliation fees  903   -   -   903 

Programming

  98   26   -   124 

Depreciation and amortization

  321   12   3   336 

Other segment items(2)

  363   37   54   454 

Segment operating income (loss)

 $1,099  $(2) $(107) $990 

Other income (expense):

                

Miscellaneous income (expense), net

              (4)

Impairment of investments

              (18)

Interest expense

              (354)

Income before income tax

             $614 
                 

Capital expenditures (excluding business combinations)

 $163  $267  $6  $436 

Goodwill

 $2,618  $45  $-  $2,663 

Investments in broadcasting and technology companies

 $86  $6  $13  $105 

Total assets

 $10,444  $535  $173  $11,152 

 

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.

(2) Other segment items for each reportable segment includes; (gain) loss on disposal of assets, professional services expense, repairs and maintenance expense, occupancy expense (including property tax expense), and certain overhead expenses.

96
 

  
 

15. Subsequent Events

  

In December 2024, we entered into a series of agreements through which we anticipate recieving approximately $35 million in return for (a) all of Gray’s interests in certain third-party leases for space at Gray-owned tower sites, and (b) the exclusive right to market and lease space at those Gray-owned tower sites to third parties. We will retain ownership and control of each such tower site and will not incur any additional operating costs with respect to the subject tower sites. We anticipate closing the transactions at various times during 2025, with the majority of closings occurring in the first half of 2025.
 

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

Item 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, including our CEO and Chief Financial Officer (“CFO), regularly perform an evaluation of our disclosure controls and procedures, which have been designed to permit us to record, process, summarize and report, within time periods specified by the SEC's rules and forms, information required to be disclosed.

 

Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives. The Company’s management, including the CEO and the CFO, does not expect that our disclosure controls and procedures can prevent all possible errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. Judgments in decision-making can be faulty and breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of one or more persons. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and while our disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in any control system, misstatements due to possible errors or fraud may nevertheless occur and not be detected.

 

Our CEO and CFO, with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of December 31, 2024, and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date.

 

Changes in Internal Control Over Financial Reporting

 

During the three months ended December 31, 2024, we did not make any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Management’s Report on Internal Control Over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies may deteriorate.

 

97
 

 

In connection with the preparation of our annual consolidated financial statements, management has undertaken an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013 framework”). Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls. Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2024.

 

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by RSM US LLP (“RSM”), an independent registered public accounting firm, which also audited our Consolidated Financial Statements for the year ended December 31, 2024. RSM's report on our internal control over financial reporting is set forth in Item 8. of the Annual Report on Form 10-K.

 

Item 9B. OTHER INFORMATION

 

None.

 

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTION

 

None.

 

PART III

 

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The information to be set forth under the headings “Election of Directors,” “Corporate Governance - Board Committees and Membership,” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders (to be filed within 120 days after December 31, 2024) is incorporated herein by reference. In addition, the information set forth under "Information about our Executive Officers" in Part I of this Report is incorporated herein by reference.

 

Item 11. EXECUTIVE COMPENSATION

 

The information to be set forth under the headings “Executive Compensation,” “Report of Compensation Committee” and “Compensation Committee Interlocks and Insider Participation” in our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders is incorporated herein by reference.

 

98
 

 

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The information to be set forth under the heading “Stock Ownership” in our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders is incorporated herein by reference.

 

Equity Compensation Plan Information

 

The following table gives information about the common stock and Class A common stock that may be issued upon the exercise of options, warrants and rights under all existing equity compensation plans as of December 31, 2024:

 

Equity Compensation Plan Information

 

                   

Number of securities remaining

  
   

Number of securities to

    

Weighted-average

    

available for future issuance

  
   

be issued upon exercise

    

exercise price of

    

under equity compensation

  
   

of outstanding options,

    

outstanding options,

    

plans (excluding securities

  

Plan Category

  

warrants and rights

    

warrants and rights

    

reflected in 1st column)

  
                         

Common Stock:

                        

Equity compensation plans approved by security holders

     1,229,390  (1)   $ -       2,539,392  (2)
                         

Equity compensation plans not approved by security holders

     -     $ -       -  

Total

     1,229,390               2,539,392  
                         

Class A Common Stock:

                        

Equity compensation plans approved by security holders

     -     $ -       1,234,827  (2)
                         

Equity compensation plans not approved by security holders

     -     $ -       -  

Total

     -               1,234,827  

 

(1)         Consists of shares of our common stock underlying our outstanding restricted stock units that are issuable under our 2022 EICP.

(2)         Consists of shares of our Class A common stock and common stock that are issuable under our 2022 EICP.

 

99
 

 

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The information to be set forth under the headings “Certain Relationships and Related Party Transactions” and “Corporate Governance” in our definitive Proxy Statement for the 2025 Annual Meeting of Shareholders is incorporated herein by reference.

 

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Our independent registered public accounting firm, RSM US, LLP (PCAOB ID: 49), has presented their opinion under Item 8. of this annual report on Form 10-K. No other independent registered public accounting firm has rendered an opinion as part of this annual report.

 

The information to be set forth under the heading “Ratification of the Company’s Independent Registered Public Accounting Firm for 2025” in our definitive Proxy Statement for the 2025 Annual Meeting of Shareholders concerning principal accountant fees and services is incorporated herein by reference.

 

PART IV

 

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a)

List of Financial Statements and Financial Statement Schedules:

 

 

(1)

Financial Statements. See Part II, Item 8. for the index to financial statements.

 

 

(2)

Financial statement schedules: The following financial statement schedule of Gray Media, Inc. is included in Item 15(c): Schedule II – Valuation and qualifying accounts.

 

All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable and therefore have been omitted.

 

(b)

Exhibits:

 

 

Exhibit

Number

Description of Documents
     
 

3.1

Amended and Restated Articles of Incorporation of Gray Media, Inc.
     
 

3.2

Bylaws of Gray Media, Inc. as amended
     
 

4.1

Indenture, dated as of June 14, 2016, by and among Gray Media, Inc., the guarantors signatory thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on June 15, 2016)
     
 

4.2

First Supplemental Indenture, dated as of September 14, 2016, by and among Gray Media, Inc., the guarantors signatory thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on September 14, 2016)

 

100
 

 

 

Exhibit

Number

 Description of Documents
     
 

4.3

Second Supplemental Indenture, dated as of January 2, 2019, by and among Gray Media, Inc., the guarantors signatory thereto and U.S. Bank National Association, as Trustee to the Indenture dated as of June 14, 2016 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on January 3, 2019)
     
 

4.4

Third Supplemental Indenture, dated as of December 1, 2021 by and among Gray Media, Inc., the guarantor signatory thereto and U.S. Bank National Association, as Trustee to the Indenture dated as of June 14, 2016 (incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed with the SEC on December 1, 2021)
     
 

4.5

Form of 5.875% Senior Note due 2026 (incorporated by reference to Exhibit A to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on June 15, 2016)
     
 

4.6

Indenture, dated as of November 16, 2018, by and among Gray Escrow, Inc., Gray Media, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on November 16, 2018)
     
 

4.7

First Supplemental Indenture, dated as of January 2, 2019, by and among Gray Media, Inc., the guarantors signatory thereto and U.S. Bank National Association, as Trustee to the Indenture dated as of November 16, 2018 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on January 3, 2019)
     
 

4.8

Second Supplemental Indenture, dated as of December 1, 2021 by and among Gray Media, Inc., the guarantor signatory thereto and U.S. Bank National Association, as Trustee to the Indenture dated as of November 16, 2018 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the SEC on December 1, 2021)
     
 

4.9

Form of 7.000% Senior Note due 2027 (incorporated by reference to Exhibit A to Exhibit 4.1 to our Current Report on form 8-K filed with the SEC on November 16, 2018)
     
 

4.10

Description of securities registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.11 to our Annual Report on Form 10-K filed with the SEC on February 27, 2020)
     
 

4.11

Indenture, dated as of October 19, 2020, by and among Gray Media, Inc., the Guarantors signatory thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on October 19, 2020)
     
 

4.12

First Supplemental Indenture, dated as of December 1, 2021 by and among Gray Media, Inc., the guarantor signatory thereto and U.S. Bank National Association, as Trustee to the Indenture dated as of October 19, 2020 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on December 1, 2021)

 

101
 

 

 

Exhibit

Number

 Description of Documents
     
  4.13 Form of 4.750% Senior Note due 2030 (incorporated by reference to Exhibit A to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC on October 19, 2020)
     
 

4.14

Indenture, dated as of November 9, 2021, by and among Gray Escrow II, Inc., Gray Media, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on November 9, 2021)
     
 

4.15

Form of 5.375% Senior Note due 2031 (incorporated by reference to Exhibit A to Exhibit 4.1 of our Current Report on Form 8-K filed with the SEC on November 9, 2021)
     
 

4.16

First Supplemental Indenture, dated as of December 1, 2021 by and among Gray Media, Inc., the guarantors signatory thereto and U.S. Bank National Association, as Trustee to the Indenture dated as of November 9, 2021 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on December 1, 2021)
     
 

4.17

Indenture, dated as of June 3, 2024, by and among Gray Media, Inc., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2024)
     
 

4.18

Form of 10.500% Senior Secured First Lien Note due 2029 (incorporated by reference to Exhibit A to Exhibit 4.1 of our Current Report on Form 8-K filed with the SEC on June 4, 2024)
     
  10.1 Third Restatement Agreement, dated as of December 1, 2021 by and among Gray Media, Inc., the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other lenders and agents party thereto. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 9, 2021)
     
 

10.2

Fifth Amended and Restated Credit Agreement, dated as of December 1, 2021, by and among Gray Media, Inc., the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other agents and lenders party thereto (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on November 9, 2021)
     
 

10.3

First Amendment to Fifth Amended and Restated Credit Agreement, dated as of December 1, 2020, among Gray Media, Inc., the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 21, 2023)

 

102
 

 

 

Exhibit

Number

 Description of Documents
     
 

10.4

Second Amendment to Fifth Amended and Restated Credit Agreement, dated as of February 16, 2024, among Gray Media, Inc., the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on February 20, 2024)
     
 

10.5

Third Amendment to Fifth Amended and Restated Credit Agreement, dated as of June 4, 2024, among Gray Media, Inc., the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on June 4, 2024)
     
 

10.6

Director Restricted Stock Plan (incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K (File No. 001-13796) for the year ended December 31, 2002)*
     
 

10.7

Form of Nonqualified Stock Option Award Agreement Pursuant to 2007 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012)*
     
 

10.8

Form of Restricted Stock Award Agreement Pursuant to 2007 Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012)*
     
 

10.9

Gray Media, Inc. 2017 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 99.1 to our Registration Statement on Form S-8 filed with the SEC on May 3, 2017)*
     
 

10.10

Form of Director Restricted Stock Award Agreement pursuant to the Gray Media, Inc. 2017 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017)*
     
 

10.11

Executive and Key Employee Change in Control Severance Plan (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017)*
     
 

10.12

Form of Employee Restricted Stock Award Agreement pursuant to the Gray Media, Inc. 2017 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017)*
     
 

10.13

Form of Employee Restricted Stock Units Award Agreement pursuant to the Gray Media, Inc. 2017 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017)*
     
 

10.14

Gray Media, Inc. 2022 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022)

 

103
 

 

 

Exhibit

Number

 Description of Documents
     
  10.15 Offer letter, dated June 22, 2018 (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on January 3, 2019)*
     
  10.16 Receivables Purchase Agreement, dated as of February 23, 2023, by and among Gray AR, LLC, as seller, the persons from time to time party thereto as Purchasers (as defined therein), Wells Fargo Bank, N.A., as administrative agent, and Gray Media, Inc., in its individual capacity and as initial Master Servicer (as defined therein) (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on February 27, 2023)
     
  10.17 First Amendment to the Receivables Purchase Agreement, dated as of June 18, 2024, by and among Gray AR, LLC, as seller, the persons from time to time party thereto as Purchasers (as defined therein), Wells Fargo Bank, N.A., as administrative agent, and Gray Media, Inc., in its individual capacity and as initial Master Servicer (as defined therein) (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on June 21, 2024)
     
  10.18 Second Amendment to the Receivables Purchase Agreement, dated as of July 19, 2024, by and among Gray AR, LLC, as seller, the persons from time to time party thereto as Purchasers (as defined therein), Wells Fargo Bank, N.A., as administrative agent, and Gray Television, Inc., in its individual capacity and as initial Master Servicer (as defined therein) (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024)
     
  10.19 Receivables Sale Agreement, dated as of February 23, 2023, among Gray Media Group, Inc., the various entities listed on schedule I thereto, Gray Media, Inc., and Gray AR, LLC (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on February 27, 2023)
     
 

10.20

Performance Undertaking, dated as of February 23, 2023, by Gray Media, Inc., in favor of Wells Fargo Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on February 27, 2023)
     
 

19.1

Insider Trading Policy
 

21.1

Subsidiaries of the Registrant
 

23.1

Consent of RSM US LLP
 

31.1

Rule 13a-14(a) Certificate of Chief Executive Officer
 

31.2

Rule 13a-14(a) Certificate of Chief Financial Officer
     
 

32.1

Section 1350 Certificate of Chief Executive Officer
     
 

32.2

Section 1350 Certificate of Chief Financial Officer
     
 

97.1

Compensation Clawback Policy
     
 

101.SCH

Inline XBRL Taxonomy Extension Schema Document
 

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

104
 

 

 

Exhibit

Number

 Description of Documents
     
 

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document
     
 

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document
     
 

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
 

104

The cover page from Gray Media, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 has been formatted in Inline XBRL.
 

*

Management contract or compensatory plan or arrangement.

 

 

(c)

Financial Statement Schedules – The response to this section is submitted as a part of Item 15(a) (1) and (2).

 

 

GRAY MEDIA, INC.

 

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

 

(in millions)

 

 

Col. A

 

Col. B

  

Col. C

  

Col. D

  

Col. E

 
      

Additions

         
      

(1)

  

(2)

         
  

Balance at

  

Charged to

  

Charged to

      

Balance at

 
  

Beginning

  

Costs and

  

Other

      

End of

 

Description

 

of Period

  

Expenses

  

Accounts (a) (b)

  

Deductions (b)

  

Period

 
                     

Year Ended December 31, 2024:

                    

Allowance for credit losses

 $17  $2  $-  $(4) $15 

Valuation allowance for deferred tax assets

 $9  $-  $(2) $-  $7 
                     

Year Ended December 31, 2023:

                    

Allowance for doubtful accounts

 $16  $21  $-  $(20) $17 

Valuation allowance for deferred tax assets

 $10  $-  $(1) $-  $9 
                     

Year Ended December 31, 2022:

                    

Allowance for doubtful accounts

 $16  $1  $-  $(1) $16 

Valuation allowance for deferred tax assets

 $22  $-  $(12) $-  $10 

 

 

(a)

The adjustment to the valuation allowance for deferred tax assets represents changes in estimates of our future taxable income and our estimated future usage of certain net operating loss carryforwards, as well as expiration of certain net operating loss carryforwards.

 

 

(b)

The adjustments to our allowance for credit losses include net adjustments related to write-offs of receivable balances not considered collectible less recoveries of amounts previously considered to be uncollectable.

 

Item 16. FORM 10-K SUMMARY

 

None

 

105
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

   

Gray Media, Inc.
     

Date: February 27, 2025

By:

/s/ Hilton H. Howell, Jr.
   

Hilton H. Howell, Jr.,
   

 Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

     

Date: February 27, 2025

By:

/s/Hilton H. Howell, Jr.
   

Hilton H. Howell, Jr., Executive Chairman and

Chief Executive Officer
     

Date: February 27, 2025

By

/s/ Donald P. LaPlatney
   

Donald P. LaPlatney, Director, President and

Co-Chief Executive Officer
     

Date: February 27, 2025

By:

/s/ Richard L. Boger
   

Richard L. Boger, Director
     

Date: February 27, 2025

By:

/s/ Luis A. Garcia
   

Luis A. Garcia, Director
     

Date: February 27, 2025

By:

/s/ Richard B. Hare
   

Richard B. Hare, Director
     

Date: February 27, 2025

By:

/s/ Robin R. Howell
   

Robin R. Howell, Director
     

Date: February 27, 2025

By:

/s/ Paul H. McTear
   

Paul H. McTear, Director
     

Date: February 27, 2025

By:

/s/ Howell W. Newton
   

Howell W. Newton, Director
     

Date: February 27, 2025

By:

/s/ Sterling A. Spainhour, Jr.
   

Sterling A Spainhour, Jr, Director
     

Date: February 27, 2025

By:

/s/ Lorraine McClain
   

Lorraine McClain, Director
     

Date: February 27, 2025

By:

/s/ Jeffrey R. Gignac
   

Jeffrey R. Gignac, Executive Vice President and

   

Chief Financial Officer
     

Date: February 27, 2025

By:

/s/ Jackson S. Cowart, IV
   

Jackson S. Cowart, IV, Senior Vice President and 

Chief Accounting Officer

 

106
0001437749-25-005406ex_782668.htm

Exhibit 3.1

RESTATED ARTICLES OF INCORPORATION
OF
GRAY TELEVISIONMEDIA, INC.

(As amended through January 31, 20192025)

 

 

1.

 

The name of the Corporation is Gray TelevisionMedia, Inc.

 

2.

 

The object of said Corporation shall be pecuniary gain and profit.

 

3.

 

(a) The general nature of the business to be engaged in by the Corporation shall be to publish a daily and weekly newspaper, to do a general publishing and printing business, to buy and sell paper and all types of stationery, and to acquire, own, lease, rent and operate television and radio broadcasting stations and community antenna cable television systems and other forms of communication services, utilizing any and all types of transmission facilities. The Corporation shall further have the right to apply for, receive and hold all licenses that may be necessary or required from any licensing agency, federal, state, local or foreign; to do any and all things incident to the operation of such facilities, including, but not limited to, contracting for transmission of programs and entering into such other contracts as the Board of Directors of the Corporation may from time to time deem proper and expedient. Further, the Corporation shall have the right of buying, taking, exchanging, leasing and otherwise acquiring real and personal property, and any interest or right therein, including the right to hold, own, operate, control, maintain, manage, develop, construct, alter and promote both real property, personal property, securities and evidences of indebtedness, including the right to sell, exchange, or hypothecate all forms of real and personal property, chattels, rights, choses in action, mortgages, bonds, and securities of all forms and kinds and wherever located.

 

(b) Without in any way limiting the foregoing, petitioner desires that said Corporation be vested with all the rights, powers, and privileges now or hereafter given to do any and all things which may be needful or proper in the operation of the above described business, and that said Corporation have all the powers enumerated in Sections 9 and 10 of the Act of the General Assembly of Georgia approved January 28, 1938 (Georgia Laws 1937-38, Ex. Sess., page 214), and codified as Sections 22-1827 and 22-1828 of the Code of Georgia Annotated, and such powers as are now, or may be hereafter, given by law.

 

(c) Without in any way limiting the above enumerating powers, the Corporation shall have the power to guarantee, become surety upon, or endorse the contracts or obligations of other corporations, firms, or individuals; including the right to become a purely accommodation guaranty, endorser or surety upon the contracts or obligations of any other corporation, firm or individual, and the further power to buy, sell, trade or purchase the contracts, negotiable instruments or obligations of any other corporation, firm or individual, or any part thereof, all of the foregoing powers to be granted this Corporation regardless of the fact that this Corporation may or may not have a direct interest in the subject matter of such contracts, negotiable instruments or obligations.

 

4.

 

The total number of shares of all classes which the Corporation shall have authority to issue is 245,000,000 shares, consisting of 25,000,000 shares of Class A Common Stock, no par value per share (“Class A Common Stock”); 200,000,000 shares of Common Stock, no par value per share (“Common Stock”); and 20,000,000 shares of Preferred Stock (“Preferred Stock”).

 

 
 

 

The designations and the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualification, and terms and conditions of redemptions of the shares of each class of stock are as follows:

 

PREFERRED STOCK

 

The Preferred Stock may be issued from time to time by the Board of Directors as shares of one or more series. The description of shares of each series of Preferred Stock, including any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption shall be as set forth in resolutions adopted by the Board of Directors, and articles of amendment shall be filed with the Georgia Secretary of State as required by law to be filed with respect to issuance of such Preferred Stock, prior to the issuance of any shares of such series.

 

The Board of Directors is expressly authorized, at any time, by adopting resolutions providing for the issuance of or providing for a change in the number of shares of any particular series of Preferred Stock and, if and to the extent from time to time as required by law, by filing articles of amendment which are effective without Shareholder action to increase or decrease the number of shares included in each series of Preferred Stock, but not below the number of shares then issued, and to set or change in any one or more respects the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms and conditions of redemption relating to the shares of each such series. Notwithstanding the foregoing, the Board of Directors shall not be authorized to change the right of holders of the Class A Common Stock of the Corporation to vote one vote per share on all matters submitted for shareholder action. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, setting or changing the following:

 

(a)

the annual dividend rate, if any, on shares of such series, the times of payment and the date from which dividends shall be accumulated, if dividends are to be cumulative;

 

(b)

whether the shares of such series shall be redeemable and, if so, the redemption price and the terms and conditions of such redemption;

 

(c)

the obligation, if any, of the Corporation to redeem shares of such series pursuant to a sinking fund;

 

(d)

whether the shares of such series shall be convertible into, or exchangeable for, shares of stock of any other class or classes and, if so, the terms and conditions of such conversion or exchange, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;

 

(e)

whether the shares of such series shall have voting rights, in addition to the voting rights provided by law, and, if so, the extent of such voting rights;

 

(f)

the rights of the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Corporation; and

 

(g)

any other relative rights, powers, preferences, qualifications, limitations or restrictions thereof relating to such series.

 

The shares of Preferred Stock of any one series shall be identical with each other in all respects except as to the dates from and after which dividends thereon shall cumulate, if cumulative.

 

 
 

 

SERIES A PERPETUAL PREFERRED STOCK

 

1.

Amount and Designation.

 

A total of 1.5 million shares of the authorized and unissued Preferred Stock of the Corporation are hereby designated as Series A Perpetual Preferred Stock, without par value (the “Series A Preferred Stock “). The Series A Preferred Stock shall have a liquidation preference of $1,000.00 per share (the “Liquidation Preference”). The Corporation may issue fractional interests in and/or fractional shares of Series A Preferred Stock. Each Holder of a fractional interest in and/or a fractional share of a share of Series A Preferred Stock shall be entitled, proportionately, to all the rights, preferences and privileges of a Holder of the Series A Preferred Stock. At all times the Corporation will have sufficient shares authorized and will take all actions necessary to authorize additional shares if required, in each case, to meet its obligations hereunder.

 

2.

Rank.

 

The Series A Preferred Stock shall, with respect to dividends, redemption and distributions upon liquidation, winding-up and dissolution of the Corporation, rank senior to all classes and series of common stock of the Corporation whether voting or non-voting, including without limitation the Class A Common Stock, no par value (the “Class A Common Stock”) and the Common Stock, no par value (the “Common Stock”), whether now or hereafter issued, and to each other class or series of Stock of the Corporation hereafter created (collectively referred to as “Junior Stock”). The Corporation may not issue any shares of, or any securities convertible into shares of, any class or series of Stock that ranks on a parity with the Series A Preferred Stock as to dividends, redemption or as to distributions upon liquidation, winding-up and dissolution (collectively referred to as “Parity Stock”), or senior to the Series A Preferred Stock as to dividends, redemption or as to distributions upon liquidation, winding-up and dissolution of the Corporation (collectively referred to as “Senior Stock”).

 

3.

Dividends.

 

 

(a)

The Holders of shares of Series A Preferred Stock shall be entitled to receive, to the fullest extent permitted by law, mandatory and cumulative dividends in an amount per quarter equal to the Dividend Rate or the PIK Dividend Rate, as applicable, multiplied by the Liquidation Preference for each of the then outstanding shares of Series A Preferred Stock, calculated on the basis of a 360-day year consisting of twelve 30-day months.

 

 

(b)

Dividends on each share of Series A Preferred Stock shall accrue on a daily basis from the original issue date of such share. To the extent any quarterly dividend is not paid in cash or by issuance of additional shares of Series A Preferred Stock as set forth in this Section 3, such dividend amount shall accumulate and compound on a quarterly basis, whether or not the Corporation has earnings and/or profits, whether or not payment of dividends is then permitted by law, and whether or not declared.

 

 

(c)

Dividends shall be paid in full, in cash (“Cash Dividends”) for each Dividend Period; provided, that, at the Corporation’s option and by notice to all Holders mailed no later than five Business Days prior to the applicable Dividend Record Date (the “PIK Election Notice”), the dividends due for any Dividend Period, in whole or in part, may be paid in kind by issuance of additional shares of Series A Preferred Stock (“PIK Election Dividends”), subject to Section 3(d). PIK Election Dividends shall be paid at the PIK Dividend Rate. Dividends shall be payable quarterly with respect to each Dividend Period in arrears on the first Dividend Payment Date after such Dividend Period.

 

 

(d)

If and to the extent that the Corporation does not for any reason pay the entire dividend payable for a particular Dividend Period either as Cash Dividends, PIK Election Dividends or a combination of Cash Dividends and PIK Election Dividends, on the applicable Dividend Payment Date for such period (whether or not the payment of dividends is permitted under applicable law or such dividends are declared by the Board of Directors of the Corporation), such unpaid dividends shall be paid in kind by issuance of additional Series A Preferred Stock (the “Additional PIK Dividends”) to the Holders of the Series A Preferred Stock as of the applicable Dividend Record Date, on the first date on which such Additional PIK Dividend can be paid in accordance with applicable law. Additional PIK Dividends shall be paid at the PIK Dividend Rate, subject to compounding pursuant to Section 3(b).

 

 

(e)

When a dividend or part thereof is paid in additional shares of Series A Preferred Stock, such number of additional shares shall be calculated by dividing the amount of such dividend or part thereof that would otherwise be paid in cash by the Liquidation Preference of a share of Series A Preferred Stock.

 

 
 

 

 

(f)

Dividends that are payable on the Series A Preferred Stock on any Dividend Payment Date will be payable to Holders of record on the applicable record date, which shall be the last day of the applicable Dividend Period (each such record date, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. All dividends paid pursuant to this Section 3 shall be paid ratably to the Holders of the Series A Preferred Stock.

 

 

(g)

The quarterly dividend periods with respect to dividends shall commence on and include January 1, April 1, July 1 and October 1 (other than the initial Dividend Period, which shall commence on and include the Closing Date) and shall end on and include the last calendar day of the calendar quarter ending March 31, June 30, September 30 and December 31 preceding the next Dividend Payment Date (each such period, a “Dividend Period”).

 

 

(h)

For purposes of determining whether funds are legally available for any dividends pursuant to this Section 3, the assets of the Corporation shall, to the fullest extent permitted by law, be valued at the highest amount permissible under applicable law.

 

 

(i)

In the event that the Corporation makes payment of any portion of the Dividends due pursuant to this Section 3 for any Dividend Period in the form of PIK Election Dividends, then effective for such Dividend Period for which any PIK Election Dividends are paid, from the date of the PIK Election Notice and continuing through the end of the next two succeeding Dividend Periods, the Corporation shall be prohibited from repurchasing, redeeming or paying dividends on any shares of Junior Stock other than Permitted Deemed Stock Repurchases (as defined below). Additionally, in the event that the Corporation does not make payment, pursuant to Section 3(d), of any portion of the dividends due pursuant to this Section 3 for any Dividend Period on the applicable Dividend Payment Date, then effective for such Dividend Period in which all or a portion of such dividends are not paid on the applicable Dividend Payment Date, from the Dividend Payment Date for such Dividend Period and continuing through the end of the two succeeding Dividend Periods following the payment in full of the Additional PIK Dividends, the Corporation shall be prohibited from repurchasing, redeeming or paying dividends on any shares of Junior Stock other than Permitted Deemed Stock Repurchases. As used herein, “Permitted Deemed Stock Repurchases” shall mean solely (i) the repurchase of any shares of Junior Stock deemed to occur in connection with satisfying the exercise or conversion price payable upon the exercise or conversion of outstanding stock options, warrants or other convertible securities or that are surrendered in connection with satisfying any income tax withholding obligation related to the exercise or vesting of outstanding equity awards under the Corporation’s shareholder approved compensation plans, and (ii) the payment of cash in lieu of the issuance of fractional shares of Junior Stock upon the exercise or conversion of securities exercisable or convertible into Junior Stock or arising out of stock dividends, splits or combinations or business combinations.

 

4.

Liquidation, Dissolution or Winding Up.

 

 

(a)

In the event of the liquidation, dissolution or winding-up of the affairs of the Corporation, whether voluntary or involuntary (each a “Liquidation Event”), the Holders at the time shall be entitled to receive liquidating distributions with respect to each share of Series A Preferred Stock in an amount equal to the Liquidation Preference plus an amount equal to any accrued but unpaid dividends thereon up to and including the date of such liquidation to the fullest extent permitted by law, before any distribution of assets is made to the holders of the Class A Common Stock, Common Stock or any other Junior Stock. After payment of the full amount of such liquidating distribution, the Series A Preferred Stock shall be deemed retired and Holders shall not be entitled to any further participation in any distribution of assets by the Corporation.

 

 

(b)

On the occurrence of a Liquidation Event, the Corporation shall make a liquidating distribution to the Holders of Series A Preferred Stock. In the event the assets of the Corporation available for distribution to stockholders upon any Liquidation Event shall be insufficient to pay in full the amounts payable with respect to all outstanding shares of the Series A Preferred Stock and the corresponding amounts payable on any Parity Stock, if any, Holders and the holders of such Parity Stock, if any, shall share ratably in any distribution of assets of the Corporation in proportion to the full respective liquidating distributions to which they would otherwise be respectively entitled.

 

 
 

 

 

(c)

To the maximum extent that any liquidating distribution is made in a combination of cash and property other than cash, the liquidating distributions to the Holders of the Series A Preferred Stock shall be made in cash to the maximum extent possible, in preference and priority to the liquidating distribution payable to any other Stock, other than Parity Stock, if any, (in which case, such distribution in cash shall be made pro rata) or Senior Stock, if any. Whenever the distribution provided for in this Section 4 shall be payable in property other than cash, the value of such distribution shall be the fair market value of such property as determined in good faith by the Board of Directors.

 

5.

Voting.

 

 

(a)

The Holders of Series A Preferred Stock will not have any voting rights, except as set forth in this Section 5 or as otherwise from time to time required under Georgia law, on any matter required or permitted to be voted upon by the stockholders of the Corporation.

 

 

(b)

Without the consent or affirmative vote of the Holders of at least a majority of the outstanding shares of Series A Preferred Stock, voting separately as a class, the Corporation will not (i) authorize, create or issue any shares of Senior Stock, (ii) reclassify any Junior Stock into shares of Parity Stock or Senior Stock, (iii) reclassify any Parity Stock into shares of Senior Stock, or (iv) authorize, create or issue any shares of Parity Stock, including, without limitation, any additional shares of Series A Preferred Stock other than for issuance as PIK Election Dividends and Additional PIK Dividends.

 

 

(c)

The affirmative vote or consent of the Holders of at least a majority of the outstanding shares of the Series A Preferred Stock, voting separately as a class, will be required for any amendment, alteration or repeal, whether by merger or consolidation or otherwise, of the Corporation’s Restated Articles of Incorporation, as amended from time to time, if the amendment, alteration or repeal adversely affects the powers, preferences or special rights of the Series A Preferred Stock (for the avoidance of doubt, any matters approved in accordance with Section 5(b) shall not be deemed to adversely affect the powers, preferences or special rights of the Series A Preferred Stock).

 

 

(d)

In any case in which the Holders of Series A Preferred Stock shall be entitled to vote or consent pursuant to this Section 5 or pursuant to Georgia law, each Holder of Series A Preferred Stock entitled to vote or consent with respect to such matter shall be entitled to one vote for each share of Series A Preferred Stock held.

 

 

(e)

Any action as to which a vote of the Holders of Series A Preferred Stock is required pursuant to the terms herein may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Holders of outstanding Stock of Series A Preferred Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Series A Preferred Stock entitled to vote thereon were present and voted and shall be delivered to the Corporation.

 

6.

Maturity.

 

The Series A Preferred Stock shall be perpetual unless redeemed in accordance with Section 7 or 8 hereof.

 

 
 

 

7.

Mandatory Redemption.

 

 

(a)

In connection with a Change of Control Transaction (a “Mandatory Redemption Event”), the Corporation shall, to the extent practicable at least 10 Business Days prior to, and in any event within five (5) Business Days of the Corporation obtaining knowledge of the occurrence of a Mandatory Redemption Event, provide written notice thereof (the “Redemption Notice”) to each Holder, and each Holder shall have the right, by the giving of a written notice delivered to the Corporation within five (5) Business Days of receipt of the Redemption Notice (an “Election Notice”), to the fullest extent permitted by law, to require the Corporation to redeem all or any portion of the then outstanding shares of Series A Preferred Stock held by such Holder at the Redemption Price on the date specified by the Corporation in the Redemption Notice, which date shall be not less than thirty (30) nor more than ninety (90) days following the date of the Mandatory Redemption Event (any such date, a “Mandatory Redemption Date”). The Redemption Price shall be payable in cash.

 

 

(b)

Upon each Mandatory Redemption Date, cash in an amount equal to the aggregate Redemption Price for all such shares of Series A Preferred Stock to be redeemed as a result of such Mandatory Redemption Event shall be segregated in a deposit account of the Corporation created and used solely for such purpose. Following the Mandatory Redemption Date, any remaining proceeds attributable to shares of Series A Preferred Stock that Holders have not elected to redeem shall be released from such account and shall be used for such purposes as the Corporation may determine.

 

 

(c)

Notwithstanding the foregoing or anything else herein to the contrary, the Corporation shall be required to redeem shares of Series A Preferred Stock pursuant to this Section 7 only to the extent such redemption is permitted by the Financing Documentation (including, without limitation, Section 4.05 of each of the 2024 Indenture and the 2026 Indenture, and Section 7.6 of the Credit Agreement).

 

8.

Mechanics of Mandatory Redemption.

 

 

(a)

Within five Business Days of the Corporation’s receipt of an Election Notice, the Corporation shall give written notice, first class postage prepaid and by electronic mail or transmission with receipt confirmed, to the Holder acknowledging the Mandatory Redemption Date and specifying the Redemption Price, the place at which payment may be obtained for redeemed shares and such other information as the Corporation may deem advisable to provide.

 

 

(b)

If the Corporation is able to redeem only part of the Series A Preferred Stock requested to be redeemed (the “Redemption Shares”), under applicable law or the Financing Documentation, then the Corporation shall redeem the maximum number of Redemption Shares that it is permitted to redeem on the Mandatory Redemption Date and shall redeem the remaining Redemption Shares on the first day it may do so unless the Holder thereof otherwise determines not to have such shares redeemed and provides the Corporation with written notice of such determination.

 

 

(c)

On or after the Mandatory Redemption Date, the Holder shall surrender the certificate or certificates evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price and thereupon the Corporation shall pay, or cause to be paid, the full Redemption Price for the shares so surrendered in cash, provided that if a certificate is not surrendered by a Holder of shares of Series A Preferred Stock represented by such certificate but such Holder delivers an affidavit to the Corporation stating that the certificate or certificates representing its shares of Series A Preferred Stock have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation to indemnify the Corporation for any loss incurred by it in connection with such lost, stolen or destroyed certificate(s), payment of the full Redemption Price shall be made to such Holder. If fewer than all the shares represented by any such surrendered certificate or certificates are redeemed, a new certificate shall be issued representing the unredeemed shares.

 

9.

Optional Redemption.

 

 

(a)

The Corporation shall have the right, but not the obligation, at any time and from time to time, to redeem, to the fullest extent permitted by law, all or any portion of the outstanding Series A Preferred Stock at the Redemption Price in cash only. The date of any such optional redemption elected by the Board of Directors is referred to herein as an “Optional Redemption Date.”

 

 
 

 

10.

Mechanics of Optional Redemption.

 

 

(a)

At least 30 and not more than 60 days prior to an Optional Redemption Date, the Corporation shall give written notice, first class postage prepaid and by electronic mail or transmission with receipt confirmed, to the Holders of the Series A Preferred Stock to be redeemed, addressed to such shareholders at their last addresses as shown on the books of the Corporation. Each such notice of redemption shall specify the Optional Redemption Date, the Redemption Price, the place or places of payment, that payment will be made upon presentation and surrender of the Series A Preferred Stock, and that on and after the redemption date, dividends will cease to accrue on such shares.

 

 

(b)

Any notice which is sent to a Holder as herein provided shall be conclusively presumed to have been duly given, whether or not the Holder of the Series A Preferred Stock receives such notice; and failure to give such notice, or any defect in such notice, to the Holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series A Preferred Stock.

 

 

(c)

On or after the Optional Redemption Date as stated in such notice, each Holder of the shares called for redemption shall surrender the certificate (or certificates) evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price and thereupon the Corporation shall pay, or cause to be paid, the full Redemption Price for the shares so surrendered in cash, provided that if a certificate representing shares of Series A Preferred Stock is not surrendered by a Holder of record, but such Holder delivers an affidavit to the Corporation stating that the certificate or certificates representing its shares of Series A Preferred Stock have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation to indemnify the Corporation for any loss incurred by it in connection with such lost, stolen or destroyed certificate or certificates, payment of the full Redemption Price shall be made to such Holder. If fewer than all the shares represented by any such surrendered certificate or certificates are redeemed, a new certificate shall be issued representing the unredeemed shares.

 

 

(d)

Notwithstanding the foregoing or anything else herein to the contrary, any notice of redemption delivered pursuant to this Section 10 shall be deemed to be conditioned upon such redemption being permitted under the Financing Documentation on the Optional Redemption Date, and the Corporation shall have no obligation to make payment of the Redemption Price to the extent such payment is not then permitted under the Financing Documentation.

 

11.

Transfer.

 

 

(a)

Subject to the restrictions set forth in this Section 11 and under applicable Law, shares of Series A Preferred Stock shall be freely transferable only upon the prior written consent of the Corporation, with such approval not to be unreasonably conditioned, delayed or withheld; provided that (i) any conditioning, delaying or withholding of consent to a proposed Transfer to an Activist Fund or any transferee that is primarily engaged in television broadcasting or digital media publishing will not be deemed to be unreasonable and (ii) no prior written consent would be required with respect to a Transfer to an Affiliate of the transferring Holder so long as such Affiliate is not primarily engaged in television broadcasting or digital media publishing (except that the requirements with respect to such businesses will not apply to the extent the Corporation and its Subsidiaries, taken as a whole, are not engaged in such businesses as of the time of the Transfer) and such Affiliate is not an Activist Fund. Transfers and assignments of shares of the Series A Preferred Stock may include Transfer or assignment of fractional interests in and fractional shares of Series A Preferred Stock.

 

 

(b)

The Initial Holders must at all times collectively maintain ownership of at least a majority of the outstanding shares of Series A Preferred Stock.

 

 
 

 

12.

Certain Definitions.

 

 

(a)

As used herein, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:

 

 

(i)

“2024 Indenture” means the Indenture, dated as of September 14, 2016 among the Corporation, the Subsidiaries of the Corporation party thereto, and U.S. Bank National Association, as trustee with respect to the 5.125% Senior Notes issued by the Corporation and due 2024, together with any amendments, amendments and restatements, replacements, supplements, extensions, refinancings or other modifications thereof.
 

(ii)

“2026 Indenture” means the Indenture, dated as of June 14, 2016 among the Corporation, the Subsidiaries of the Corporation party thereto, and U.S. Bank National Association, as trustee with respect to the 5.875% Senior Notes issued by the Corporation and due 2026, together with any amendments, amendments and restatements, replacements, supplements, extensions, refinancings or other modifications thereof.
 

(iii)

“2028 Indenture” means the Indenture, dated as of November 16, 2018 among Gray Escrow, Inc. (“Escrow Issuer”), the Corporation and U.S. Bank National Association, as trustee with respect to the 7.000% Senior Notes issued by Escrow Issuer and due 2027, together with any amendments, amendments and restatements, replacements, supplements, extensions, refinancings or other modifications thereof.
     
 

(iv)

“Activist Fund” means any Person identified on the most-recently available “SharkWatch 50” list or any publicly-disclosed Affiliate of any such Person.

 

 

(v)

“Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract or otherwise. Without limitation, any director, executive officer or beneficial owner of five percent (5%) or more of the Stock (either directly or through ownership of Stock Equivalents) of a Person shall be deemed to control the other Person.
     
 

(vi)

“Agreement and Plan of Merger” means that Agreement and Plan of Merger, dated as of June 23, 2018, by and among the Corporation, East Future Group, Inc., Raycom Media, Inc., and Tara Advisors, LLC, solely in its capacity as the Stockholders’ Representative (as defined in the Agreement and Plan of Merger), as it may be amended from time to time.
     
 

(vii)

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia are authorized or obligated to close.
     
 

(viii)

“Change of Control Transaction” means (a) the occurrence of a “Change of Control” or similar event under any of the Financing Documentation (as in effect on the Closing Date) if the effect of such occurrence is to cause, or (with the giving of notice or passage of time or both) to permit the holder or holders of such indebtedness (or a trustee or agent on behalf of such holder or holders) under any such Financing Documentation to cause, either alone or together with the occurrence of one or more additional events, such indebtedness to become due prior to its stated maturity or to permit the termination of the commitments to lend pursuant to any such Financing Documentation, or to cause the Corporation to make an offer to such holder or holders to prepay, repurchase or redeem such indebtedness prior to its stated maturity or (b) the sale or other disposition of all or substantially all of the assets of the Corporation and the Subsidiaries of the Corporation taken as a whole (whether directly or indirectly through the sale or other disposition of the equity interests in, or the assets of, the Corporation and the Subsidiaries of the Corporation, taken as a whole).

 

 

(ix)

“Closing” means the closing of the transactions contemplated by the Agreement and Plan of Merger.
   

 
 

(x)

“Closing Date” has the meaning given to such term in the Agreement and Plan of Merger.

 

 
 

 

 

(xi)

“Credit Agreement” means the Third Amended and Restated Credit Agreement dated as of February 7, 2017 among the Corporation, the lenders party thereto, and Wells Fargo Bank, National Association, as the administrative agent, together with any amendments, amendments and restatements, replacements, supplements, extensions, refinancings or other modifications thereof.
     
 

(xii)

“Dividend Payment Date” means January 15, April 15, July 15 and October 15 of each year, commencing on the first such date immediately following the Closing Date; provided that, if any such Dividend Payment Date would otherwise occur on a day that is not a Business Day, such Dividend Payment Date shall instead be the immediately succeeding Business Day.
     
 

(xiii)

“Dividend Rate” means 8% per annum;
 

(xiv)

“Financing Documentation” means the agreements, notes, bonds, debentures, indentures, credit agreements or similar instruments evidencing any indebtedness of the Corporation, including, without limitation, documentation governing the terms of the 2024 Indenture, the 2026 Indenture, the 2028 Indenture and the Credit Agreement, together with any amendments, amendments and restatements, replacements, extensions, refinancings or other modifications thereof.
     
 

(xv)

“Holder” means the Person in whose name the shares of the Series A Preferred Stock are registered, which may be treated by the Corporation as the absolute owner of the shares of Series A Preferred Stock for the purpose of making payment and for all other purposes.
     
 

(xvi)

“Governmental Authority” means any U.S. or foreign, federal, state, provincial, municipal, local or similar government or any agency, authority, board, body, bureau, commission, court, department, entity, official, political subdivision, tribunal or other instrumentality of any such government and will include any regulatory or trade body or organization and any arbitrator or arbitral body.
     
 

(xvii)

“Initial Holders” means The Employees’ Retirement System of Alabama, an instrumentality of the State of Alabama, The Teachers’ Retirement System of Alabama, an instrumentality of the State of Alabama, and the Judicial Retirement Fund, a retirement fund for members of the judiciary of the State of Alabama.
     
 

(xviii)

“Law” means any U.S. or foreign, federal, state, provincial, municipal or local law (including common law), statute, ordinate, rule, regulation, code, policy, directive, standard, treaty, judgment, order, injunction, decree or agency requirement of or undertaking to or agreement with any Governmental Authority.
     
 

(xix)

“Liquidation Event” has the meaning set forth in Section 4(a).
     
 

(xx)

“Liquidation Preference” has the meaning set forth in Section 1.
     
 

(xxi)

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.
     
 

(xxii)

“PIK Dividend Rate” means 8.5% per annum;
     
 

(xxiii)

“Redemption Price” means a price equal to the Liquidation Preference plus an amount equal to any accrued but unpaid dividends thereon up to and including the applicable date of redemption.
 

(xxiv)

“Stock” means all shares of capital stock (whether denominated as common stock, preferred stock or other stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.

 

 
 

 

 

(xxv)

“Stock Equivalents” means all securities convertible into or exchangeable for Stock or any other Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.
     
 

(xxvi)

“Subsidiary” means, with respect to any Person:
 

(1)

any corporation, association or other business entity of which more than 50% of the total voting power of shares of Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

 

 

(2)

any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

 

 

(xxvii)

“Transfer” means a sale, assignment, conveyance, license, transfer or other disposition to, or any exchange with, any Person, in one transaction or a series of transactions.
     
 

(xxviii)

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Stock of which is owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

 

13.

Miscellaneous.

 

 

(a)

Share Certificates. If any certificates representing shares of Series A Preferred Stock shall be mutilated, lost, stolen or destroyed, the Corporation shall issue, in exchange and in substitution for and upon cancellation of the mutilated certificate, or in lieu of and substitution for the lost, stolen or destroyed certificate, a new Series A Preferred Stock certificate of like tenor and representing an equivalent number of shares of Series A Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such certificate and indemnity by the Holder thereof, if requested, reasonably satisfactory to the Corporation.

 

 

(b)

Severability. If any right, preference, power or limitation of the Series A Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other rights, preferences, powers and limitations set forth herein which can be given effect without the invalid, unlawful or unenforceable right, preference, power or limitation shall, nevertheless, remain in full force and effect, and no right, preference, power or limitation herein set forth shall be deemed dependent upon any other such right, preference, power or limitation unless so expressed herein.

 

 

(c)

Headings. The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

 

 

(d)

Notices. Except as otherwise expressly provided in Section 8 and Section 10, all notices or communications in respect of Series A Preferred Stock shall be in writing and shall be deemed delivered (a) three Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (b) one Business Day after being sent via a reputable nationwide overnight courier service guaranteeing next Business Day delivery, (c) on the date of delivery if delivered personally, or (d) if by electronic mail or transmission, upon written confirmation of receipt by electronic mail or transmission.

 

 

(e)

Other Rights. The shares of Series A Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation or as provided by applicable law and regulation.

 

 
 

 

 

(f)

Waivers. Any term or provision herein may be waived, with the written consent of the Corporation and the vote or written consent of Holders of a majority of the shares of Series A Preferred Stock at the time outstanding (other than any shares of Series A Preferred Stock held by the Corporation); provided that, without the consent of all Holders of Series A Preferred Stock directly affected thereby, no such waiver shall (i) reduce the Liquidation Preference for or the amount of any dividend or other amount payable on or redemption of any Series A Preferred Stock, or (ii) postpone any date fixed herein for the payment of any Liquidation Preference, dividend or other amount payable on or redemption of Series A Preferred Stock. Any such waiver shall be binding upon all Holders of outstanding shares of Series A Preferred Stock (other than as set forth in the proviso in the immediately preceding sentence).

 

GRAY COMMON STOCK

 

The powers, preferences and rights of the Class A Common Stock and the Common Stock, and the qualifications, limitations and restrictions thereof, shall be as follows:

 

(a)

Voting. Holders of Class A Common Stock are entitled to ten (10) votes per share. Holders of Common Stock are entitled to one (1) vote per share. All actions submitted to a vote of shareholders are voted on by holders of Class A Common Stock and Common Stock voting together as a single class, except as otherwise provided herein or by law.

 

(b)

Dividends and Other Distributions. Holders of Class A Common Stock and holders of Common Stock are entitled to receive dividends and other distributions in cash, stock or property of the Corporation as may be declared thereon by the Board of Directors out of funds legally available therefore. Each share of Class A Common Stock and each share of Common Stock shall have identical rights with respect to dividends and distributions (including distributions in connection with any recapitalization, and upon liquidation, dissolution or winding up, either partial or complete, of the Corporation).

 

(c)

Common Stock Rights.

 

 

(1)

If, after the date the Articles of Amendment adding this provision to the Articles are filed with the Secretary of State of Georgia (the “Effective Date”), any person or group acquires beneficial ownership of 100% of the then issued and outstanding shares of Class A Common Stock (such acquisition making such person or group a “Significant Shareholder”), and such person or group does not immediately after such acquisition beneficially own an equal percentage of the then issued and outstanding Common Stock, such Significant Shareholder must, within a 90-day period beginning the day after becoming a Significant Shareholder, commence a public tender offer in compliance with all applicable laws and regulations to acquire additional shares of Common Stock (a “Common Stock Protection Transaction”) as provided in this subsection (c) of the section entitled “Gray Common Stock” of this Article 4.

 

 

(2)

In a Common Stock Protection Transaction, the Significant Shareholder must offer to acquire from all other holders of the Common Stock all of the issued and outstanding shares of Common Stock beneficially owned by them. The Significant Shareholder must acquire all shares validly tendered.

 

 

(3)

The offer price for any shares of Common Stock required to be purchased by a Significant Shareholder pursuant to a Common Stock Protection Transaction shall be the greater of (i) the highest price per share paid by the Significant Shareholder for any share of Class A Common Stock or Common Stock (whichever is higher) in the six month period ending on the date such person or group became a Significant Shareholder and (ii) the highest closing price of a share of Class A Common Stock or Common Stock (whichever is higher) on The New York Stock Exchange (or such other quotation system or securities exchange constituting the principal trading market for either class of Gray Common Stock) during the 30 calendar days preceding the date such person or group became a Significant Shareholder. If the Significant Shareholder has acquired Class A Common Stock or Common Stock in the six-month period ending on the date such person or group becomes a Significant Shareholder for consideration other than cash, the value of such consideration per share of Class A Common Stock or Common Stock shall be as determined in good faith by the Board of Directors.

 

 
 

 

 

(4)

The requirement to engage in a Common Stock Protection Transaction is satisfied by making the requisite offer and purchasing validly tendered shares, even if the number of shares tendered is less than the number of shares for which tender was sought in the required offer.

 

 

(5)

If a Significant Shareholder fails to make an offer required by this such section (c) of the section entitled “Gray Common Stock” of this Article 4, or to purchase shares validly tendered and not withdrawn, such Significant Shareholder shall not be entitled to vote any shares of Class A Common Stock beneficially owned by such Significant Shareholder and acquired by such Significant Shareholder after the Effective Date that exceeded such Significant Shareholder’s comparable percentage of Common Stock unless and until such requirements are complied with or unless and until all shares of Class A Common Stock which would require an offer to be made are, no longer owned by such Significant Shareholder. To the extent that the voting power of any shares of Class A Common Stock is so suspended, such shares will not be included in the determination of aggregate voting shares for any purpose under these Articles of Incorporation or the Georgia Business Corporation Code.

 

 

(6)

All calculations with respect to percentage ownership of issued and outstanding shares of either class of “Gray Common Stock” will be based upon the numbers of issued and outstanding shares reported by the Corporation on the last filed of (i) the Corporation’s most recent Annual Report on Form-10-K, (ii) its most recent definitive proxy statement, (iii) its most recent Quarterly Report on Form 10-Q, or (iv) if any, its most recent Current Report on Form 8-K.

 

 

(7)

For purposes of this subsection (c) of the section entitled “Gray Common Stock” of this Article 4, the term “person” means a natural person, company, government, or political subdivision, agency or instrumentality of a government, or other entity. The terms “beneficial ownership” and “group” have the same meanings as used in Regulation 13D promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subject to the following qualifications: (i) relationships by blood or marriage between or among any persons will not constitute any of such persons a member of a group with any other such persons, absent affirmative attributes of concerted action; (ii) any person acting in his official capacity as a director or officer of the Corporation shall not be deemed to beneficially own shares of Gray Common Stock where such beneficial ownership exists solely by virtue of such person’s status as a trustee (or similar position) with respect to shares of Gray Common Stock held by plans or trusts for the general benefit of employees or retirees of the Corporation, and actions taken or agreed to be taken by him in such official capacity or in any other official capacity will not be deemed to constitute such a person a member of a group with any other person; and (iii) formation of a group will not be deemed to be an acquisition by the group (or any member thereof) of beneficial ownership of any shares of Class A Common Stock then owned by a group member and acquired by such member from the Corporation, by operation of law, by will or the laws of descent or distribution, by charitable contribution or gift, or by foreclosure of a bona fide loan. Furthermore, for the purposes of calculating the number of shares of Common Stock beneficially owned by such shareholder or member of such group only if such gift is made in good faith and not for the purpose of circumventing the Common Stock Rights; (b) only shares of Common Stock owned of record by such shareholder or member of such group, or held by others as nominees of such shareholder or member and identified as such to the Corporation, shall be deemed to be beneficially owned by such shareholder or group (provided that shares with respect to which such shareholder or member has sole investment and voting power shall be deemed to be beneficially owned thereby); and (c) only shares of Common Stock acquired by such shareholder or member of such group for an “equitable price” shall be treated as being beneficially owned by such shareholder or group. An “equitable price” will be deemed to have been paid only when shares of Common Stock have been acquired at a price at least equal to the great of (i) the highest price per share paid by the Significant Shareholder in cash or in non-cash consideration for any shares of Class A Common Stock or Common Stock (whichever is higher) in the six-month period ending on the date such person or group became a Significant Shareholder and (ii) the highest closing price of a share of Class A Common Stock or Common Stock (whichever is higher) on The New York Stock Exchange (or such other quotation system or securities exchange constituting the principal trading market for either class of Common Stock) during the 30 calendar days preceding the date such person or group became a Significant Shareholder with the value of any non-cash consideration in either case being determined by the Board of Directors acting in good faith.

 

 
 

 

(d)

Preemptive Rights. The holders of the Class A Common Stock and Common Stock do not have preemptive rights enabling them to subscribe for or receive shares of any class of stock of the Corporation or any other securities convertible into shares of any class of stock of the Corporation.

 

(e)

Merger and Consolidation. In the event of a merger or consolidation of the Corporation with or into another entity (whether or not the Corporation is the surviving entity), or a statutory share exchange involving the Common Stock, the holders of Common Stock shall be entitled to receive the same amount and form of consideration per share as the per share consideration, if any, received by any holder of the Class A Common Stock in such merger or consolidation.

 

(f)

Subdivision of Shares. If the Corporation shall in any manner split, subdivide or combine the outstanding shares of Class A Common Stock or Common Stock, the outstanding shares of the other such class of Gray Common Stock shall be proportionally split, subdivided or combined in the same manner and on the same basis as the outstanding shares of the other class of Gray Common Stock have been split, subdivided, or combined.

 

(g)

Power to Sell and Purchase Shares. The Board of Directors shall have the power to cause the Corporation to issue and sell all or any part of any class of stock herein or hereafter authorized to such persons, firms, associations, or corporations, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine whether or not greater consideration could be received upon the issue or sale of the same number of shares of another class, and as otherwise permitted by law. The Board of Directors shall have the power to cause the Corporation to purchase any class of stock herein or hereafter authorized from such persons, firms, associations, or corporations, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not less consideration could be paid upon the purchase of the same number of shares of another class, and as otherwise permitted by law.

 

(h)

Amendments. In addition to any other vote provided for by law, by these Articles or by the By-Laws of the Corporation or by the Board of Directors, the affirmative vote of at least a majority of the vote cast by the holder of shares of Common Stock, voting as a separate group, at any meeting of shareholders shall be required to amend, alter, or repeal any provision of Article 4(e).

 

5.

 

The location of the principal office of the Corporation shall be in Dougherty County, Georgia, but the Corporation shall have the privilege of establishing branch offices and places of business both within and without the State of Georgia.

 

6.

 

The bylaws of the Corporation shall be adopted by the stockholders and such bylaws shall provide for the officers of the Corporation, the manner of their selection and such other rules appropriate to bylaws which have as their purpose the control and management of the Corporation, including provisions whereby the bylaws may be amended.

 

 
 

 

7.

 

No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of duty of care or other duty as a director; provided, however, that to the extent required by applicable law, this Paragraph 7 shall not eliminate or limit the liability of a director (i) for any appropriation, in violation of his duties, of any business opportunity of the Corporation; (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law; (iii) for the types of liability set forth in Section 14-2-832 of the Georgia Business Corporation Code; or (iv) for any transaction from which the director derived an improper personal benefit. If applicable law is amended to authorize corporate action further eliminating or limiting the liability of directors, then the liability of each director of the Corporation shall be eliminated or limited to the fullest extent permitted by applicable law, as amended. Neither the amendment nor repeal of this Paragraph 7 nor the adoption of any provision of these Articles of incorporation inconsistent with the Paragraph 7 shall eliminate or reduce the effect of this Paragraph 9 in respect of any acts or omissions occurring prior to such amendment, repeal or adoption of an inconsistent provision.

 

8.

 

The Corporation may acquire its own shares and any such shares that are reacquired shall become treasury shares.

 

 
0001437749-25-005406ex_782669.htm

Exhibit 3.2

 

GRAY MEDIA, INC.

 

BYLAWS

 

ARTICLE I

OFFICES

 

The corporation shall at all times maintain a registered office in the State of Georgia. The corporation may have such other offices, either within or without the State of Georgia, as the Board of Directors may designate or as the business of the corporation may require from time to time.

 

ARTICLE II

STOCKHOLDERS

 

Section 1. ANNUAL MEETING. The annual meeting of stockholders shall be held on such date, and at such hour as the Board of Directors may determine, for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting.

 

Section 2. SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chairman of the Board, or by the President, or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-third of all outstanding shares of the corporation entitled to vote at a meeting, which request shall state the purpose of purposes of the proposed meeting.

 

Section 3. PLACE OF MEETING. The Board of Directors may designate any place in or out of the State of Georgia as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Georgia.

 

Section 4. NOTICE OF MEETING. Written or printed notice stating the place, day and hour of meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board or the President, or the Secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid. Any stockholder may waive notice of any meeting, whether before or after said meeting.

 

Section 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period not to exceed in any case, seventy (70) days; provided notice of the closing of the stock transfer books is published prior to the commencement of the stated period in the manner, form and within such time limitations as now or hereafter may be required by law. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than seventy days, and, in case of a meeting of stockholders, not less than ten days prior to the date on which the particular action, requiring such determination of stockholders, is to be taken; provided notice is published prior to such date in the manner, form and within such time limitations as now or hereafter may be required by law. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors, as provided in this section, fixes a new stated period for closing of the stock transfer books or fixes a new record date for the adjourned meeting.

 

 
 

 

Section 6. VOTING LISTS. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof arranged in alphabetical order, with the address of, and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection of any stockholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are stockholders entitled to examine such list or transfer books or to vote at any meeting of stockholders.

 

Section 7. QUORUM. A majority of the shares outstanding of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

 

Section 8. PROXIES. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

 

Section 9. VOTING OF SHARES. All elections by stockholders shall be by ballot unless waived by the unanimous consent of those stockholders present in person or by proxy in the meeting. The vote on any questions, upon demand of a stockholder present in person or by proxy, shall be by a stock vote and by ballot. The stockholders shall have power by a majority vote at any meeting to remove any director or officer from office.

 

Section 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another corporation may be voted by such officer, agent, or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine.

 

Shares held by an administrator, executor, guardian, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

 

Shares standing in the name of receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

 

A stockholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

 

Shares of its own stock belonging to the corporation shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

 

Section 11. INSPECTORS OF ELECTION. At each meeting of the stockholders, the polls shall be opened and closed, the proxies and ballots shall be received and be taken in charge, and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes, shall be decided by an inspector of election, who shall be appointed by the Board of Directors.

 

 
 

 

ARTICLE III

BOARD OF DIRECTORS

 

Section 1. GENERAL POWERS. The business and affairs of the corporation shall be managed by its Board of Directors.

 

Section 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the Corporation shall be not less than 3 nor more than 15, the exact number of which may be established by the Board of Directors. Each Director shall hold office until the next annual meeting of stockholders and until his or her successor shall have been elected and qualified.

 

Section 3. CHAIRMAN OF BOARD OF DIRECTORS. The Chairman of the Board shall be a director and shall preside, when present, at all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors from time to time. The Board of Directors may appoint a Vice Chairman of the Board who shall perform such duties as may be prescribed by the Board of Directors from time to time.

 

Section 4. REGULAR MEETING. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of stockholders, or at such other time or place as the Board of Directors shall designate. The Board of Directors may provide, by resolution, the time and place either within or without the State of Georgia, for the holding of additional regular meetings without other notice than such resolution.

 

Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the President, or any three directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place within or without the State of Georgia as the place for holding any special meeting of the Board of Directors called by them.

 

Section 6. NOTICE. Notice of any special meeting shall be given at least two days prior thereto by written or oral notice delivered personally or mailed, including by electronic mail, to each director at his business or personal address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

 

Section 7. QUORUM. A majority of the Board of Directors for the time being in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

 

Section 8. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

 

Section 9. VACANCIES. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by an affirmative vote of a majority of the Board of Directors but only for a term of office continuing until the next election of directors by the stockholders and until the election and qualification of the successor.

 

Section 10. COMPENSATION OF DIRECTORS. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and the Board of Directors may from time to time establish appropriate compensation for services rendered to the corporation. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

 

Section 11. PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

 

 
 

 

ARTICLE IV

COMMITTEES

 

Section 1. GENERALLY. The Board of Directors may by resolution provide for one or more other committees, including an Executive Committee, each consisting of such Directors as are designated by the Board of Directors. To the extent specified by the Board of Directors, and subject to any limits prescribed by law, each committee may exercise all of the powers of the Board of Directors in the management of the business affairs of the corporation. Any vacancy on any committee shall be filled by the Board of Directors. Except as otherwise provided by law, by these bylaws, or by resolution of the full Board of Directors, the Executive Committee shall have and may exercise the full powers of the Board of Directors during the interval between the meetings of the Board of Directors and wherever by these bylaws, or by resolution of the shareholders, the Board of Directors is authorized to take action or to make a determination, such action or determination may be taken or made by such Executive Committee, unless these bylaws or such resolution expressly require that such action or determination be taken or made by the full Board of Directors. Each committee shall by resolution fix its own rules of procedure, and the time and place of its meetings, and the person or persons who may call, and the method of call, of its meetings.

 

Section 2. INTERPRETATION. In these bylaws, unless there is something in the context inconsistent therewith, the term “Board of Directors” shall include and embrace the committees herein provided for to the extent of their delegated authority.

 

ARTICLE V

OFFICERS

 

Section 1. NUMBER. The officers of the corporation shall include a president and a secretary and, if designated by the Board of Directors, may include, one or more vice presidents (the number thereof to be determined by the Board of Directors) and a treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary or appropriate may be elected or appointed, and shall have such power and authority as designated, by the Board of Directors. Any person may hold two or more offices, except that the president may not also be the secretary of the corporation.

 

Section 2. ELECTION AND TERM OF OFFICE. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board held after each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and qualified, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

 

Section 3. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby.

 

Section 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

 

Section 5. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

 

Section 6. PRESIDENT. The president shall preside, in the absence of the Chairman or Vice Chairman, at all meetings of the stockholders or the Board of Directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, policies of insurance, contracts, investment certificates, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

 

 
 

 

Section 7. VICE PRESIDENTS. In the absence of the President or in the event of his death or inability or refusal to act, if appointed or elected, the Vice President (or in the event there be more than one vice president, the vice presidents in the designated order of seniority) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice president may sign, with the Secretary or an assistant secretary, certificates for shares of the corporation, and shall perform such other duties as shall from time to time be assigned to him by the President or by the Board of Directors. The Board of Directors may from time to time add to the title of “Vice President” such additional descriptive prefix or suffix as may indicate his seniority, service, duty or duties.

 

Section 8. SECRETARY. The secretary shall:

 

(a) attend and keep the minutes of the stockholders’ meetings and of the Board of Directors’ meetings in one or more books provided for that purpose;

 

(b) see that all notices are duly given in accordance with the provisions of these bylaws as required by law;

 

(c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized;

 

(d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder,

 

(e) sign with the president, or a vice president, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors;

 

(f) have general charge of the stock transfer books of the corporation;

 

(g) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the Board of Directors.

 

Section 9. TREASURER. The treasurer, if appointed or elected, shall:

 

(a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VI of these bylaws; and

 

(b) in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the Board of Directors.

 

In the absence of a treasurer having been appointed, elected or designated, then the foregoing functions shall be fulfilled by the principal financial officer of the corporation.

 

Section 10. CONTROLLER. The controller, if appointed or elected, shall be the accounting officer of the corporation. He shall keep adequate and correct accounts of the corporation’s business transactions, including the accounts of its assets, liabilities, reserves, gains, losses, capital, surplus, and shares. It shall be his duty, in conjunction with other proper officers, to enforce budget rules and regulations and other measures and procedures; and he shall see to it that adequate internal audits are currently and accurately made. He shall, in general, perform all duties incident to the office of controller and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

 

Section 11. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the Board of Directors.

 

 
 

 

Section 12. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, subject to the control of the Board of Directors, shall be in general charge of the affairs of the corporation and in general manage, supervise and control all of its business activities and without limitation on the foregoing shall supervise all the public relations of the corporation. Any officer or agent of the corporation may be suspended and removed by the Chief Executive Officer, subject to ratification or reinstatement by the Board of Directors, whenever in his judgment the best interest of the corporation would be served thereby.

 

The Board of Directors may designate by resolution either the Chairman of the Board, the Vice Chairman of the Board (if one), or the President as the Chief Executive Officer, but in the absence of such a resolution the President shall be the Chief Executive Officer.

 

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

 

Section 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument, including contracts or policies of insurance, in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

 

Section 2. LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors, or in such other manner as the Board of Directors may designate.

 

Section 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors or in such other manner as the Board of Directors may designate.

 

Section 4. DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select or in such other manner as the Board of Directors may designate.

 

ARTICLE VII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

 

Section 1. CERTIFICATES FOR SHARES. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the president or vice president and by the secretary or an assistant secretary, but when such certificate is signed by a transfer agent and a registrar the signatures of such president, vice president, secretary or assistant secretary may be facsimiles. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificates shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

 

Section 2. TRANSFER OF SHARES. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereto authorized by power of attorney duly executed and filed with the secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

 

Section 3. REGULATIONS. The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient, concerning the issue, transfer and registration of certificates for shares of the capital stock of the corporation.

 

The Board of Directors may appoint one or more transfer agents or assistant transfer agents and one or more registrars of transfer, and may require all stock certificates to bear the signature of a transfer agent or assistant transfer agent and a registrar of transfer. The Board of Directors may at any time terminate the appointment of any transfer agent or any assistant transfer agent or any registrar of transfers.

 

 
 

 

ARTICLE VIII

FISCAL YEAR

 

The fiscal year of the corporation shall begin on the first day of January of each year, and end on the 31st day of December of the same year.

 

ARTICLE IX

DIVIDENDS

 

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law, its charter, and these bylaws.

 

ARTICLE X

ANNUAL STATEMENT

 

The Board of Directors shall publish and submit to the stockholders, at or in advance of the annual meeting of stockholders, a statement of the financial condition of the corporation, such statement to show the income of the corporation during the previous fiscal year and such statement to include a balance sheet showing the assets and liabilities of the corporation at the end of the preceding fiscal year.

 

ARTICLE XI

SEAL

 

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words “Corporate Seal”.

 

ARTICLE XII

WAIVER OF NOTICE

 

Whenever any notice is required to be given to any stockholder or director of the corporation under the provisions of these bylaws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE XIII

AMENDMENTS

 

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority vote of the stockholders at any regular or special meeting of the stockholders.

 

ARTICLE XIV

INDEMNIFICATION

 

Section 1. AUTHORITY TO INDEMNIFY. The corporation shall indemnify or obligate itself to indemnify an individual made a party to a proceeding because he or she is or was a director, officer, employee or agent of the corporation (or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) for reasonable expenses, judgments, fines, penalties and amounts paid in settlement (including attorneys’ fees), incurred in connection with the proceeding if the individual acted in the manner he or she believed in good faith to be in or not opposed to the best interests of the corporation and, in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. The termination of a proceeding by a judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director, officer, employee or agent did not meet the standard of conduct set forth above. No indemnification, however, shall be made in favor of any director, officer, employee or agent in connection with a proceeding by or in the right of the corporation in which the director, officer, employee or agent was adjudged liable to the corporation or in connection with any other proceeding in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her. Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

 

 
 

 

Section 2. MANDATORY INDEMNIFICATION. To the extent that a director, officer, employee or agent of the corporation has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party, or in defense of any claim, issue or matter therein, because he or she is or was a director, officer, employee or agent of the corporation, the corporation shall indemnify the director, employee or agent against reasonable expenses incurred by him or her in connection therewith.

 

Section 3. ADVANCE FOR EXPENSES. The corporation shall pay for or reimburse the reasonable expenses incurred by a director, officer, employee or agent of the corporation who is a party to a proceeding, and entitled to indemnification hereunder, in advance of final disposition of the proceeding if (a) he or she furnishes the corporation written affirmation of his or her good faith belief that he or she has met the standard of conduct set forth in Section 1 of this Article, and (b) he or she furnishes the corporation a written undertaking, executed personally or on his or her behalf, to repay any advances if it is ultimately determined that he or she is not entitled to indemnification. The undertaking required by this section must be an unlimited general obligation, but need not be secured and may be accepted without reference to financial ability to make repayment.

 

Section 4. COURT-ORDERED INDEMNIFICATION AND ADVANCES FOR EXPENSES. A director, officer, employee or agent of the corporation who is a party to a proceeding may apply for indemnification or advances for expenses to the court conducting the proceeding or to another court of competent jurisdiction.

 

Section 5. DETERMINATION OF INDEMNIFICATION. Except as provided in Section 2 and except as may be ordered by the court, the corporation may not indemnify a director, officer, employee or agent under Section 1 unless authorized thereunder and a determination has been made in the specific case that indemnification of the director, officer, employee or agent is permissible in the circumstances because he or she has met the standard of conduct set forth in Section 1. The determination shall be made:

 

(a) by the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;

 

(b) if a quorum cannot be obtained, by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;

 

(c) by special legal counsel:

 

(i) selected by the Board of Directors or its committee in the manner prescribed in paragraph (a) or (b) of this section; or

 

(ii) if a quorum of the Board of Directors cannot be obtained and committee cannot be designated, selected by majority vote of the full Board of Directors (in which selection directors who are parties may participate); or

 

(d) by the shareholders, but shares owned by or voted under the control of directors, who are at the time parties to the proceeding, may not be voted on the determination.

 

Section 6. AUTHORIZATION OF INDEMNIFICATION. Authorization of indemnification or determination of an obligation to indemnify and evaluation as to the reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by the special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (c) of Section 5 to select counsel.

 

 
 

 

Section 7. OTHER RIGHTS. The indemnification and advancement of expenses provided by or granted pursuant to this Article XIV shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, resolution, agreement or contract either specifically or in general terms approved by the affirmative vote of the holders of a majority of the share entitled to vote thereon taken at a meeting the notice of which specified that such bylaw, resolution or agreement would be placed before the stockholders, both as to action by a director, trustee, officer, employee or agent in his or her official capacity and as to action in another capacity while holding such office or position, except that no such other rights, in respect to indemnification or otherwise, may be provided or granted to a director, trustee, officer, employee or agent pursuant to this Section 7 by the corporation for liability for (a) any appropriation, in violation of his or her duties, of any business opportunity of the corporation; (b) acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) the types of liability set forth in Section 14-2-832 of the Georgia Business Corporation Code dealing with illegal or unauthorized distributions of corporate assets, whether as dividends or in liquidation of the corporation or otherwise; or (d) any transaction from which the director derived an improper material tangible personal benefit.

 

Section 8. INSURANCE. The corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee or agent whether or not the corporation would have power to indemnify him or her against the same liability under this Article XIV.

 

Section 9. CONTINUATION OF EXPENSES. The indemnification and advancement of expenses provided by or granted pursuant to this Article XIV shall continue as to a person who has ceased to be a director, trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

 

Section 10. LIMITATION OF LIABILITY. If applicable law is amended to authorize corporate action further eliminating or limiting the liability of directors, then the liability of each director of the corporation shall be eliminated or limited to the fullest extent permitted by applicable law, as amended. Neither the amendment nor repeal of this Article XIV, nor the adoption of any provision of these Bylaws inconsistent with this Article XIV, shall eliminate or reduce the effect of this Article XIV in respect of any acts of omission occurring prior to such amendment, repeal or adoption of any inconsistent provision.

 

 
0001437749-25-005406ex_782670.htm
  Exhibit 19.1
http://api.rkd.refinitiv.com/api/FilingsRetrieval3/.82460897.0001437749-25-005406graylogo.jpg.ashx
  

 

Gray Media, Inc.

 

Insider Trading Policy

 

 

In order to take an active role in the prevention of insider trading violations by its directors, officers and employees, Gray Media, Inc. and its subsidiaries (collectively, the “Company” or “Gray”) have adopted this Insider Trading Policy (this “Policy”) and the procedures described herein.

 

1.

Statement of Policy

 

Prohibition Against Insider Trading. Gray welcomes its employees to be long term investors in the Company’s securities. Employees who do trade in the Company’s securities should do so on an occasional basis consistent with an investment strategy that is not intended, nor appears, to be speculating in the Company’s securities or engaging in day trading.

 

On occasion, certain employees will possess information that is not readily available to the public. Such information may constitute material nonpublic information. In general, information is “material” if it would likely be considered important by an investor who is deciding whether to buy or sell a security, or if the information is likely to have a significant effect on the market price of the security. Both positive and negative information may be material. “Materiality” is different for different companies. Information that is not material to Gray may be material to another company. “Nonpublic” information means information that has not been previously disclosed to the general public and is otherwise not available to the general public.

 

No director, officer or employee of the Company shall buy or sell securities of the Company, any of its affiliates or any other company, such as competitors, suppliers or business partners, based on or while in possession of material non-public information about such entity.

 

Twenty-Twenty Hindsight. Remember, if your securities transactions become the subject of scrutiny, they will be viewed after-the-fact with the benefit of hindsight. As a result, before engaging in any transaction, you should carefully consider how regulators and others might view your transaction in hindsight.

 

Tipping Information to Others. Whether the information is proprietary information about Gray or information that could have an impact on Gray’s securities, you must not pass the information on to others or recommend the purchase or sale of securities about which you have material nonpublic information.

 

 

Gray Media, Inc.

Insider Trading Policy

 

 

Policy Applies to all Employees. Insider trading restrictions are not limited to directors and officers; they apply to anyone who comes into possession of material nonpublic information about Gray, our subsidiaries, or other companies, such as our customers, current and potential business partners and prospective acquisition candidates. As we pursue new business opportunities through acquisitions and divestitures, joint ventures, internal restructuring and new contracts, the parties involved in the planning process must be aware of their obligations under the federal securities laws, as well as under any confidentiality agreements that are in place with other parties to the transactions.

 

Transactions by Family Members. The very same restrictions apply to your family members and others living in your household. You are responsible for the compliance of your family members and others who live in your household, or other individuals (who may live elsewhere) or entities whose transactions in Gray securities are under your control or influence.

 

2.

Preclearance Group

 

For certain individuals within the Company, additional restrictions on trading will apply. These individuals, collectively the “Preclearance Group,” consist of:

 

 

(a)

Members of Gray’s Board of Directors (the “Board”);

 

 

(b)

“Executive Officers” of Gray as designated by the Board for purposes of Rule 3b-7 under the Securities Exchange Act of 1934 (the “Exchange Act”) and identified under Item 401(b) of Regulation S-K and any other officers from time to time determined to be subject to the reporting requirements of Section 16 (“Section 16”) of the Exchange Act;

 

 

(c)

Designated Gray employees as may be identified from time to time by Gray’s Chief Legal Officer; and

 

 

(d)

All family members of the Preclearance Group. The general definition of family members includes any child, step-child, grandchild, parent, step-parent, grandparent, spouse, sibling, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, and any adoptive relationships, where such family member is living in the same household with a member of the Preclearance Group or a member of the Preclearance Group has voting power or dispositive power over company stock held in the name of or for the benefit of the family member.

 

3.

Trading Rules/Blackout Periods for Preclearance Group

 

 

(a)

The Preclearance Group may not trade in Gray’s securities (other than as specified by this Policy) (i) during the period beginning on the day that is fourteen (14) calendar days prior to the end of any fiscal quarter or fiscal year end and ending at the start of the second full trading day following the public announcement of the Company’s earnings for that fiscal period by Gray or (ii) during any other “blackout period” as designated by Gray’s Chief Legal Officer.

 

 

(b)

The blackout period trading prohibition applies to all transactions involving Gray securities, including discretionary transactions in any Preclearance Group member’s 401(k) account that involve any class of Gray common stock.

 

2

Gray Media, Inc.

Insider Trading Policy

 

 

(c)

Note that at all times, the Preclearance Group remains subject to the prohibition against trading on the basis of material nonpublic information during periods outside of the blackout periods.

 

 

(d)

The Preclearance Group may only trade in Gray securities on an occasional basis consistent with an investment strategy such as not to appear to be speculating in the Company’s securities or engaging in day trading.

 

 

(e)

The Preclearance Group must not engage in short selling of or trading in puts and calls in respect of Gray securities or any other hedging strategies.

 

4.

Pre-Clearance Procedure

 

The Preclearance Group must pre-clear all securities transactions involving any class of Gray common stock pursuant to the Company’s pre-clearance process. This process requires the following:

 

 

(a)

Prior to commencing any transaction in the Company’s securities, each member of the Preclearance Group must contact the Chief Legal Officer (the “Clearance Agent”) to seek authorization to proceed. Such authorization request to the Clearance Agent must be in writing and must include the date of the proposed transaction, the nature of the transaction (purchase, sale, gift or other stock related transaction), the number of shares of the Company’s securities to be involved or the approximate value of the transaction.

 

 

(b)

The Clearance Agent will consider the request and respond in writing to the requesting party within two business days of receiving the request. Such response shall be a written authorization or denial of the requesting party’s proposed transaction.

 

Additionally, any Rule 10b5-1 plan (as defined below) that is intended to be entered into for the purpose of executing a securities transaction must be submitted to the Clearance Agent for approval prior to the entry into such Rule 10b5-1 plan.

 

5.

Exceptions to the Prohibitions on Trading

 

The only exceptions to this Policy’s prohibitions on trading in the Company’s securities as outlined above are the following:

 

 

(a)

Restricted Stock Awards – The acquisition of shares of any class of common stock upon vesting or granting of restricted stock or other stock awards or the exercise of a tax withholding right pursuant to which the Company withholds shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock or other stock awards; however, this exception does not include the subsequent sale of the shares acquired upon vesting of restricted stock or other stock awards;

 

 

(b)

Stock Option Exercises – Exercises of stock options for cash granted under the Company’s equity compensation plans; however, this exception does not include the subsequent sale of the shares acquired pursuant to the exercise of a stock option;

 

3

Gray Media, Inc.

Insider Trading Policy

 

 

(c)

Non-discretionary 401(k) Plan Transactions – Regularly scheduled purchases of any class of Gray common stock under the Company’s Capital Accumulation Plan or other Company savings plan pursuant to a standing payroll deduction election or other non-discretionary transactions in such plans.

 

 

(d)

Bona Fide Gifts – Bona fide gifts of securities shall be deemed to be an exempt transaction for the purposes of this Policy. However, during any blackout period, the Preclearance Group must pre-clear all bona fide gifts of securities with the Clearance Agent. Whether a gift is truly bona fide will depend on the circumstances surrounding the specific gift. The more unrelated the donee is to the donor, the more likely the gift would be considered “bona fide” and not a “transaction.” For example, gifts to charities, churches or non-profit organizations generally are not deemed to be “transactions.” However, gifts to dependent children followed by the sale of the gifted stock in close proximity to the time of the gift may imply some economic benefit to the donor and, therefore, may be deemed to be a non-exempt transaction and not a bona fide gift;

 

 

(e)

10b5-1 Plan Transactions – Transactions pursuant to a previously established contract, plan or instruction to trade in Gray’s securities (a “10b5-1 Plan”) entered in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and approved by the Clearing Agent;

 

 

(f)

Domestic Relations Order – Any acquisition or disposition of Gray securities pursuant to a domestic relations order, as defined in the Internal Revenue Code or Title I of the Employee Retirement Income Security Act, shall be deemed to be an exempt transaction for the purposes of this Policy.

 

 

(g)

Other Transactions – Any other purchase of Company Securities from the Company or sales of Company Securities to the Company.

 

While these types of transactions are exceptions to this Policy’s prohibitions on trading in the Company’s securities, a person subject to the reporting requirements of Section 16, or member of such person’s immediate family or household contemplating such a transaction must pre-clear the proposed transaction with the Clearance Agent.

 

6.

Certification of Policy by Preclearance Group

 

After reading this Policy, all members of the Preclearance Group must sign the certification attached to this Policy to indicate you have read this Policy and agree to comply with the rules set forth herein.

 

7.

Other Securities Matters

 

Officers, directors, and holders of 10 percent or more of the Company’s securities will be liable for “short-swing” profits from purchases and sales of the Company’s securities under Section 16(b) of the Exchange Act. That provision of the securities laws provides that any such person who makes both a purchase and sale or a sale and purchase of a company’s securities within a period of six months must pay to that company the excess of the sale price over the purchase price even if no real profits were made.

 

4

Gray Media, Inc.

Insider Trading Policy

 

If an employee holds restricted securities, i.e., securities that cannot be resold by that employee unless registered under the Securities Act of 1933 (the “Securities Act”), sold pursuant to Rule 144 under the Securities Act, or disposed of pursuant to another exception from the registration requirements of the Securities Act, or if the person is an officer, director, or the owner of 10 percent or more of the company’s equity securities, he or she should consult with the Chief Legal prior to effecting a purchase or sale of the Company’s securities.

 

8.

Company Matters

 

From time to time, Gray may engage in transactions in Gray securities. It is Gray’s policy to comply with all applicable federal and state securities laws when engaging in transactions in Gray securities.

 

9.

Policy Violations

 

The failure of any employee, or any Preclearance Group member, to comply with this Insider Trading Policy may result in disciplinary action up to and including termination of employment with the Company. Such failures may also subject the individual to significant civil or criminal penalties assessed by governmental agencies or courts of law for violations of federal, state or local law.

 

10.

Post Service or Employment Transactions

 

The portions of this policy relating to trading while in possession of material non-public information and the use or disclosure of that information will continue to apply to transactions in Gray securities even after termination of employment or association with Gray.

 

However, notwithstanding the preceding sentence, if you are a member of the Pre-Clearance Group who is not a director or officer subject to the reporting requirements of Section 16, the procedures set forth in this policy related to the Pre-Clearance Group will cease to apply to your transactions in Gray securities at the time your employment or other relationship with Gray ends. Directors will remain subject to procedures of the Pre-Clearance Group for a period of six months following the last day of service as a director of Gray, and officers subject to the reporting requirements of Section 16 will remain subject to procedures of the Pre-Clearance Group for a period of six months following the last day of employment with Gray.

 

 

Any questions regarding this policy should be directed to the Chief Legal Officer.

 

 

 

February 26, 2025

 

5
 

 

 

Gray Media, Inc.

 

Certification of Insider Trading Policy

 

 

 

I, __________________________________________ have read and understand the Gray Media, Inc. Insider Trading Policy. I agree to limit my securities trading activities to comply with the rules outlined in that policy. I further understand that violations of that policy may result in civil or criminal liability and/or disciplinary action up to and including the termination of employment.

 

 

 

   
Employee Signature  
   
   
Print Employee Name  
   
   
Job Title  
   
   
Date  

 

 
0001437749-25-005406ex_776865.htm

 

EXHIBIT 21.1

 

 

Significant Subsidiaries of the Registrant

As of December 31, 2024

 

Name of Subsidiary

  

Jurisdiction of Incorporation
     

Gray Local Media, Inc.

  

Delaware

Gray Television Licensee, LLC

  

Delaware

Raycom Sports Network, LLC

  

North Carolina

Tupelo Media Group, LLC

  

Delaware

PowerNation Studios, LLC

  

Delaware

Dynamic Captioning, LLC

  

Michigan
Assembly Atlanta, LLC   Delaware

Gray AR, LLC

  

Delaware

 

 
0001437749-25-005406ex_776866.htm

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-156012, 333-217639, 333-266597, 333-266600, 333-17773 and 333-280345) and on Form S-3 (No. 333-229162) of Gray Media, Inc. of our reports dated February 27, 2025, relating to the consolidated financial statements, the financial statement schedule and the effectiveness of internal control over financial reporting of Gray Media, Inc., appearing in this Annual Report on Form 10-K of Gray Media, Inc. for the year ended December 31, 2024.

 

/s/ RSM US LLP

 

Atlanta, Georgia

February 27, 2025

 
0001437749-25-005406ex_776867.htm

 

                                                                         EXHIBIT 31.1

 

I, Hilton H. Howell, Jr., certify that:

 

 

1.

I have reviewed this annual report on Form 10-K of Gray Media, Inc.;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 

d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 27, 2025

By:

/s/ Hilton H. Howell, Jr.

 

 

 

Executive Chairman and Chief

Executive Officer

 

 

 

 

 

 

 
0001437749-25-005406ex_776868.htm

 

EXHIBIT 31.2

 

I, Jeffrey R. Gignac, certify that:

 

 

1.

I have reviewed this annual report on Form 10-K of Gray Media, Inc.;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 

d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

 

 

 

Date: February 27, 2025

By:

/s/ Jeffrey R. Gignac

 

 

 

Executive Vice President and Chief

Financial Officer

 

 

 

 
0001437749-25-005406ex_776869.htm

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

 

In connection with the accompanying annual report on Form 10-K of Gray Media, Inc. (the “Company”) for the year ended December 31, 2024 (the “Periodic Report”), the undersigned Chief Executive Officer of the Company, hereby certifies pursuant to Title 18, Section 1350 United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his individual knowledge and belief, that the Periodic Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: February 27, 2025

 

 

/s/ Hilton H. Howell, Jr.
Hilton H. Howell, Jr.

Executive Chairman and Chief Executive Officer

 

 

A signed original of this written statement required by Section 906 has been provided to Gray Media, Inc. and will be retained by Gray Media, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

The foregoing certification is being furnished pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and it is not to be incorporated by reference into any filing of the Company, regardless of any general incorporation language in such filing.

 

 
0001437749-25-005406ex_776870.htm

EXHIBIT 32.2

 

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

 

In connection with the accompanying annual report on Form 10-K of Gray Media, Inc. (the “Company”) for the year ended December 31, 2024 (the “Periodic Report”), the undersigned Chief Financial Officer of the Company, hereby certifies pursuant to Title 18, Section 1350 United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his individual knowledge and belief, that the Periodic Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: February 27, 2025

 

/s/ Jeffrey R. Gignac
Jeffrey R. Gignac

Executive Vice President and Chief Financial Officer

 

A signed original of this written statement required by Section 906 has been provided to Gray Media, Inc. and will be retained by Gray Media, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

The foregoing certification is being furnished pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and it is not to be incorporated by reference into any filing of the Company, regardless of any general incorporation language in such filing.

 

 
0001437749-25-005406ex_781933.htm

Exhibit 97.1

 

GRAY TELEVISION, INC.

 

Compensation Recoupment Policy

Effective November 7, 2023

 

Purpose

 

As required pursuant to the listing standards of the New York Stock Exchange (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act, the Board of Directors (the “Board”) of Gray Television, Inc. (the “Company”) has adopted this Compensation Recoupment Policy (the “Policy”) to empower the Company to recover Covered Compensation (as defined below) erroneously awarded to a Covered Officer (as defined below) in the event of an Accounting Restatement (as defined below).

 

Notwithstanding anything in this Policy to the contrary, at all times, this Policy remains subject to interpretation and operation in accordance with the final rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “SEC”), the final listing standards adopted by the Stock Exchange, and any applicable SEC or Stock Exchange guidance or interpretations issued from time to time regarding such Covered Compensation recovery requirements (collectively, the “Final Guidance”). Questions regarding this Policy should be directed to the Company’s Chief Legal & Development Officer.

 

Policy Statement

 

Unless a Clawback Exception (as defined below) applies, the Company will recover reasonably promptly from each Covered Officer the Covered Compensation Received (as defined below) by such Covered Officer in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each, an “Accounting Restatement”). If a Clawback Exception applies with respect to a Covered Officer, the Company may forgo such recovery under this Policy from such Covered Officer.

 

Covered Officers

 

For purposes of this Policy, “Covered Officer” is defined as any current or former “Section 16 officer” of the Company within the meaning of Rule 16a-1(f) under the Exchange Act, as determined by the Board or the Compensation Committee of the Board (the “Committee”). Covered Officers include, at a minimum, “executive officers” as defined in Rule 3b-7 under the Exchange Act and identified under Item 401(b) of Regulation S-K.

 

 
 

 

 

Covered Compensation

 

For purposes of this Policy:

 

 

●

“Covered Compensation” is defined as the amount of Incentive-Based Compensation (as defined below) Received during the applicable Recovery Period (as defined below) that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received during such Recovery Period had it been determined based on the relevant restated amounts, and computed without regard to any taxes paid.

 

 

 

Incentive-Based Compensation Received by a Covered Officer will only qualify as Covered Compensation if: (i) it is Received on or after October 2, 2023; (ii) it is Received after such Covered Officer begins service as a Covered Officer; (iii) such Covered Officer served as a Covered Officer at any time during the performance period for such Incentive-Based Compensation; and (iv) it is Received while the Company has a class of securities listed on a national securities exchange or a national securities association.

 

 

 

For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded Covered Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount of such Incentive-Based Compensation that is deemed to be Covered Compensation will be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received, and the Company will maintain and provide to the Stock Exchange documentation of the determination of such reasonable estimate.

 

 

●

“Incentive-Based Compensation” is defined as any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure (as defined below). For purposes of clarity, Incentive-Based Compensation includes compensation that is in any plan, other than tax-qualified retirement plans, including long term disability, life insurance, and supplemental executive retirement plans, and any other compensation that is based on such Incentive-Based Compensation, such as earnings accrued on notional amounts of Incentive-Based Compensation contributed to such plans.

 

 

●

“Financial Reporting Measure” is defined as a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are also Financial Reporting Measures.

 

 

●

Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.

 

2
 

 

Recovery Period

 

For purposes of this Policy, the applicable “Recovery Period” is defined as the three completed fiscal years immediately preceding the Trigger Date (as defined below) and, if applicable, any transition period resulting from a change in the Company’s fiscal year within or immediately following those three completed fiscal years (provided, however, that if a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year comprises a period of nine to 12 months, such period would be deemed to be a completed fiscal year).

 

For purposes of this Policy, the “Trigger Date” as of which the Company is required to prepare an Accounting Restatement is the earlier to occur of: (i) the date that the Board, applicable Board committee, or officers authorized to take action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare the Accounting Restatement or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare the Accounting Restatement.

 

Clawback Exceptions

 

The Company is required to recover all Covered Compensation Received by a Covered Officer in the event of an Accounting Restatement unless (i) one of the following conditions are met and (ii) the Committee has made a determination that recovery would be impracticable in accordance with Rule 10D-1 under the Exchange Act (under such circumstances, a “Clawback Exception” applies):

 

 

●

the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered (and the Company has already made a reasonable attempt to recover such erroneously awarded Covered Compensation from such Covered Officer, has documented such reasonable attempt(s) to recover, and has provided such documentation to the Stock Exchange);

 

 

●

recovery would violate home country law that was adopted prior to November 28, 2022 (and the Company has already obtained an opinion of home country counsel, acceptable to the Stock Exchange, that recovery would result in such a violation, and provided such opinion to the Stock Exchange); or

 

 

●

recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code and regulations thereunder. For purposes of clarity, this Clawback Exception only applies to tax-qualified retirement plans and does not apply to other plans, including long term disability, life insurance, and supplemental executive retirement plans, or any other compensation that is based on Incentive-Based Compensation in such plans, such as earnings accrued on notional amounts of Incentive-Based Compensation contributed to such plans.

 

3
 

 

Prohibitions

 

The Company is prohibited from paying or reimbursing the cost of insurance for, or indemnifying, any Covered Officer against the loss of erroneously awarded Covered Compensation.

 

Administration and Interpretation

 

This Policy applies to Covered Compensation which is Received on or after October 2, 2023 and with respect to such Covered Compensation supersedes the Clawback Policy of Gray Television, Inc. effective January 1, 2018 (the “Prior Policy”). For the avoidance of doubt, the Prior Policy shall continue to apply to compensation Received prior to October 2, 2023.

 

The Committee will administer this Policy in accordance with the Final Guidance, and will have full and exclusive authority and discretion to supplement, amend, repeal, interpret, terminate, construe, modify, replace and/or enforce (in whole or in part) this Policy, including the authority to correct any defect, supply any omission or reconcile any ambiguity, inconsistency or conflict in the Policy, subject to the Final Guidance. The Committee will review the Policy from time to time and will have full and exclusive authority to take any action it deems appropriate.

 

The Committee will have the authority to offset any compensation or benefit amounts that become due to the applicable Covered Officers to the extent permissible under Section 409A of the Internal Revenue Code of 1986, as amended, and as it deems necessary or desirable to recover any Covered Compensation.

 

This Policy shall not preclude any other compensation recoupment or clawback policies, arrangements or provisions of the Company (“Other Recovery Provisions”); to the extent recovery of compensation is achieved by the Company under this Policy, there shall be no duplication of recovery under Other Recovery Provisions, except as may be required by law.

 

Each Covered Officer, upon being so designated or assuming such position, is required to execute and deliver to the Company’s Chief Legal & Development Officer an acknowledgment of and consent to this Policy, in a form reasonably acceptable to and provided by the Company from time to time, (i) acknowledging and consenting to be bound by the terms of this Policy, (ii) agreeing to fully cooperate with the Company in connection with any of such Covered Officer’s obligations to the Company pursuant to this Policy, and (iii) agreeing that the Company may enforce its rights under this Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under this Policy. For the avoidance of doubt, each Covered Officer will be fully bound by, and must comply with, this Policy, whether or not such Covered Officer has executed and returned such acknowledgement and consent form to the Company.

 

4
 

 

Disclosure

 

This Policy, and any recovery of Covered Compensation by the Company pursuant to this Policy that is required to be disclosed in the Company’s filings with the SEC, will be disclosed as required by the Securities Act of 1933, as amended, the Exchange Act, and related rules and regulations, including the Final Guidance.

 

5
 
 

GRAY TELEVISION, INC.

 

Compensation Recoupment Policy Acknowledgment and Consent

 

The undersigned hereby acknowledges that he or she has received and reviewed a copy of the Compensation Recoupment Policy (the “Policy”) of Gray Television, Inc. (the “Company”), effective as of November 7, 2023, as adopted by the Company’s Board of Directors.

 

Pursuant to such Policy, the undersigned hereby:

 

 

●

acknowledges that he or she has been designated as (or assumed the position of) a “Covered Officer” as defined in the Policy;

 

 

●

acknowledges and consents to the Policy;

 

 

●

acknowledges and consents to be bound by the terms of the Policy;

 

 

●

agrees to fully cooperate with the Company in connection with any of the undersigned’s obligations to the Company pursuant to the Policy; and

 

 

●

agrees that the Company may enforce its rights under the Policy through any and all reasonable means permitted under applicable law as the Company deems necessary or desirable under the Policy.

 

 

ACKNOWLEDGED AND AGREED:

 
     

 

 

 

 

 

 

 

Name: [NAME]

 

 

 

 
     
  Date: [DATE]  

 

 

 

[Compensation Recoupment Policy Acknowledgment and Consent]