Gray Media, Inc 10-Q for FY2025 Q1
Gray Media, Inc (GTN)
About this 10-Q
Gray Media, Inc filed this 10-Q on May 8, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $782M
- down 5.0% from $823M a year earlier
- Net loss
- $9M
- compared with net income of $88M a year earlier
- Diluted EPS
- -$0.23
- compared with $0.79 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark one)
| | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|
| For the quarterly period ended |
| | 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:
| Gray Media, Inc. |
| (Exact name of registrant as specified in its charter) |
| | | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
| | | |
| (Address of principal executive offices) | (Zip code) |
| ( |
| (Registrant's telephone number, including area code) |
| Not Applicable |
| (Former name, former address and former fiscal year, if changed since last report.) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered |
| | | |
| | | |
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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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).
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 ☐
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 is a shell company (as defined in Rule 12b-2 of the Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.
| Common Stock (No Par Value) | Class A Common Stock (No Par Value) | |
| | |
INDEX
GRAY MEDIA, INC.
| PART I. |
FINANCIAL INFORMATION |
PAGE |
| Item 1. |
Financial Statements |
|
| Condensed consolidated balance sheets (Unaudited) – March 31, 2025 and December 31, 2024 |
3 |
|
| Condensed consolidated statements of operations (Unaudited) – three-months ended March 31, 2025 and 2024 |
5 |
|
| Condensed consolidated statements of comprehensive income (loss) (Unaudited) – three-months ended March 31, 2025 and 2024 |
6 |
|
| Condensed consolidated statement of stockholders' equity (Unaudited) – three-months ended March 31, 2025 and 2024 |
7 |
|
| Condensed consolidated statements of cash flows (Unaudited) – three-months ended March 31, 2025 and 2024 |
8 |
|
| Notes to condensed consolidated financial statements (Unaudited) |
9 |
|
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
23 |
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
30 |
| Item 4. |
Controls and Procedures |
30 |
| PART II. |
OTHER INFORMATION |
|
| Item 1. |
Legal Proceedings |
30 |
| Item 1A. |
Risk Factors |
30 |
| Item 5. |
Other Information |
31 |
| Item 6. |
Exhibits |
31 |
| SIGNATURES |
32 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
| GRAY MEDIA, INC. | ||||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) | ||||||||
| (in millions) | ||||||||
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets: | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, less allowance for credit losses of $ and $, respectively | ||||||||
| Current portion of program broadcast rights, net | ||||||||
| Income tax refunds receivable | ||||||||
| Prepaid income taxes | ||||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right of use asset | ||||||||
| Broadcast licenses | ||||||||
| Goodwill | ||||||||
| Other intangible assets, net | ||||||||
| Investment in broadcasting and technology companies | ||||||||
| Deferred pension assets | ||||||||
| Other | ||||||||
| Total assets | $ | $ | ||||||
See notes to condensed consolidated financial statements.
| GRAY MEDIA, INC. | ||||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) | ||||||||
| (in millions except for share data) | ||||||||
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Liabilities and stockholders’ equity: | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Employee compensation and benefits | ||||||||
| Accrued interest | ||||||||
| Accrued network programming fees | ||||||||
| Other accrued expenses | ||||||||
| Federal and state income taxes | ||||||||
| Current portion of program broadcast obligations | ||||||||
| Deferred revenue | ||||||||
| Dividends payable | ||||||||
| Current portion of operating lease liabilities | ||||||||
| Current portion of long-term debt | ||||||||
| Total current liabilities | ||||||||
| Long-term debt, less current portion and less deferred financing costs | ||||||||
| Deferred income taxes | ||||||||
| Operating lease liabilities, less current portion | ||||||||
| Other | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 9) | ||||||||
| Series A Perpetual Preferred Stock, par value; cumulative; redeemable; designated shares, issued and outstanding shares at each date and $ aggregate liquidation value, at each date | ||||||||
| Stockholders’ equity: | ||||||||
| Common stock, par value; authorized shares, issued shares and shares, respectively, and outstanding shares and shares, respectively | ||||||||
| Class A common stock, par value; authorized shares, issued shares and shares, respectively, and outstanding shares and shares, respectively | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Treasury stock at cost, common stock, shares and shares, respectively | ( | ) | ( | ) | ||||
| Treasury stock at cost, Class A common stock, shares and shares, respectively | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See notes to condensed consolidated financial statements.
| GRAY MEDIA, INC. |
||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) |
||||||||
| (in millions, except for per share data) |
||||||||
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2025 |
2024 |
|||||||
| Revenue (less agency commissions): |
||||||||
| Broadcasting |
$ | $ | ||||||
| Production companies |
||||||||
| Total revenue |
||||||||
| Operating expenses before depreciation, amortization and loss on disposal of assets, net: |
||||||||
| Broadcasting |
||||||||
| Production companies |
||||||||
| Corporate and administrative |
||||||||
| Depreciation |
||||||||
| Amortization of intangible assets |
||||||||
| Gain on disposal of assets, net |
( |
) | ||||||
| Operating expenses |
||||||||
| Operating income |
||||||||
| Other income (expense): |
||||||||
| Miscellaneous income, net |
||||||||
| Interest expense |
( |
) | ( |
) | ||||
| Gain on early extinguishment of debt |
||||||||
| (Loss) income before income taxes |
( |
) | ||||||
| Income tax (benefit) expense |
( |
) | ||||||
| Net (loss) income |
( |
) | ||||||
| Preferred stock dividends |
||||||||
| Net (loss) income attributable to common stockholders |
$ | ( |
) | $ | ||||
| Basic per share information: |
||||||||
| Net (loss) income attributable to common stockholders |
$ | ( |
) | $ | ||||
| Weighted average common shares outstanding |
||||||||
| Diluted per share information: |
||||||||
| Net (loss) income attributable to common stockholders |
$ | ( |
) | $ | ||||
| Weighted average common shares outstanding |
||||||||
| Dividends declared per common share |
$ | $ | ||||||
See notes to condensed consolidated financial statements.
| GRAY MEDIA, INC. | ||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) | ||||||||
| (in millions) | ||||||||
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Other comprehensive loss: | ||||||||
| Adjustment - fair value of interest rate caps | ( | ) | ||||||
| Income tax benefit | ||||||||
| Other comprehensive loss, net | ( | ) | ||||||
| Comprehensive (loss) income | $ | ( | ) | $ | ||||
See notes to condensed consolidated financial statements.
GRAY MEDIA, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
(in millions, except for number of shares)
| Accumulated | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Common Stock | Retained | Treasury Stock | Treasury Stock | Comprehensive | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Earnings | Shares | Amount | Shares | Amount | Loss | Total | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||
| Net income | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Preferred stock dividends | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Common stock dividends | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock: | ||||||||||||||||||||||||||||||||||||||||||||
| 401(k) Plan | ||||||||||||||||||||||||||||||||||||||||||||
| 2022 Equity and Incentive Compensation Plan: | ||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock awards | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Restricted stock unit awards | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Preferred stock dividends | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Common stock dividends | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Adjustment to fair value of interest rate cap | - | - | - | - | - | - | - | - | - | (1 | ) | (1 | ) | |||||||||||||||||||||||||||||||
| Issuance of common stock: | ||||||||||||||||||||||||||||||||||||||||||||
| 2022 Equity and Incentive Compensation Plan: | ||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock awards | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Restricted stock unit awards | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
| GRAY MEDIA, INC. |
||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) |
||||||||
| (in millions) |
||||||||
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2025 |
2024 |
|||||||
| Operating activities |
||||||||
| Net (loss) income |
$ | ( |
) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||
| Depreciation |
||||||||
| Amortization of intangible assets |
||||||||
| Amortization of deferred loan costs |
||||||||
| Amortization of stock based compensation |
||||||||
| Amortization of program broadcast rights |
||||||||
| Payments on program broadcast obligations |
( |
) | ( |
) | ||||
| Deferred income taxes |
( |
) | ( |
) | ||||
| Gain on disposal of property and equipment, net |
( |
) | ||||||
| Loss (gain) on sale of investment |
( |
) | ||||||
| Gain on early extinguishment of debt |
( |
) | ||||||
| Other |
( |
) | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable, net |
( |
) | ||||||
| Income tax receivable or prepaid |
||||||||
| Other current assets |
( |
) | ( |
) | ||||
| Accounts payable |
( |
) | ||||||
| Employee compensation, benefits and pension cost |
( |
) | ( |
) | ||||
| Accrued network fees and other expenses |
||||||||
| Accrued interest |
( |
) | ||||||
| Income taxes payable |
||||||||
| Deferred revenue |
( |
) | ||||||
| Net cash provided by operating activities |
||||||||
| Investing activities |
||||||||
| Acquisitions of television businesses and licenses, net of cash acquired |
( |
) | ||||||
| Purchases of property and equipment |
( |
) | ( |
) | ||||
| Proceeds from asset sales |
||||||||
| Proceeds from sale of investment |
||||||||
| Investments in broadcast, production and technology companies |
( |
) | ( |
) | ||||
| Other |
( |
) | ||||||
| Net cash (used in) provided by investing activities |
( |
) | ||||||
| Financing activities |
||||||||
| Proceeds from borrowings on long-term debt |
||||||||
| Repayments of borrowings on long-term debt |
( |
) | ( |
) | ||||
| Payment of common stock dividends |
( |
) | ( |
) | ||||
| Payment of preferred stock dividends |
( |
) | ( |
) | ||||
| Deferred and other loan costs |
( |
) | ||||||
| Payment for taxes related to net share settlement of equity awards |
( |
) | ( |
) | ||||
| Net cash used in financing activities |
( |
) | ( |
) | ||||
| Net increase in cash |
||||||||
| Cash at beginning of period |
||||||||
| Cash at end of period |
$ | $ | ||||||
See notes to condensed consolidated financial statements.
GRAY MEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
| 1. | Basis of Presentation |
The accompanying condensed consolidated balance sheet of Gray Media, Inc. (and its consolidated subsidiaries, except as the context otherwise provides, “Gray,” the “Company,” “we,” “us,” and “our”) as of December 31, 2024, which was derived from the Company’s audited financial statements as of December 31, 2024, and our accompanying unaudited condensed consolidated financial statements as of March 31, 2025 and for the three-month periods ended March 31, 2025 and 2024, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. We manage our business on the basis of operating segments: broadcasting and production companies. Unless otherwise indicated, all station rank, in-market share and television household data herein are derived from reports prepared by The Nielsen Company, 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. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Our financial condition as of, and operating results for the three-months ended March 31, 2025, are not necessarily indicative of the financial condition or results that may be expected for any future interim period or for the year ending December 31, 2025.
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
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. 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 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.
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, in the diluted weighted-average shares outstanding calculation, unless their inclusion would be antidilutive.
The following table reconciles basic weighted-average common shares outstanding to diluted weighted-average common shares outstanding for the three-months ended March 31, 2025 and 2024, respectively (in millions):
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Weighted-average common shares outstanding-basic | ||||||||
| Common stock equivalents for stock options and restricted stock | ||||||||
| Weighted-average common shares outstanding-diluted | ||||||||
Accumulated Other Comprehensive Loss. Our accumulated other comprehensive loss balances as of March 31, 2025 and December 31, 2024, consist of adjustments to our pension liability and changes in the fair value of our interest rate cap, each net of tax. Our comprehensive loss for the three-months ended March 31, 2025 and 2024 consisted of our net (loss) income and recognition of the fair value adjustment related to our interest rate caps, and the related income tax benefit. As of March 31, 2025 and December 31, 2024, the balances were as follows (in millions):
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Items included in accumulated other comprehensive loss: | ||||||||
| Adjustment to pension liability | $ | ( | ) | $ | ( | ) | ||
| Adjustment to fair value of interest rate caps | ( | ) | ( | ) | ||||
| Income tax benefit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | $ | ( | ) | $ | ( | ) | ||
Property and Equipment. Property and equipment are carried 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 | |||||||||||||
| March 31, | December 31, | Useful Lives | |||||||||||
| 2025 | 2024 | (in years) | |||||||||||
| Property and equipment: | |||||||||||||
| Land | $ | $ | |||||||||||
| Buildings and improvements | to | ||||||||||||
| Equipment | to | ||||||||||||
| Construction in progress | |||||||||||||
| Accumulated depreciation | ( | ) | ( | ) | |||||||||
| Total property and equipment, net | $ | $ | |||||||||||
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 each of the first quarters of 2025 and 2024, we received a total of $
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Proceeds from asset sold | ||||||||
| Proceeds for reimbursement of development costs | ||||||||
| Total proceeds received from CID | $ | $ | ||||||
The following tables provide additional information related to gain on disposal of property and equipment, net included in our condensed consolidated statements of operations and purchases of property and equipment included in our condensed consolidated statements of cash flows (in millions):
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Gain on disposal of property and equipment, net: | ||||||||
| Proceeds from disposal of assets | $ | ( | ) | $ | ( | ) | ||
| Net book value of assets disposed | ||||||||
| Total | $ | ( | ) | $ | ||||
| Purchase of property and equipment: | ||||||||
| Recurring purchases - operations | $ | $ | ||||||
| Assembly Atlanta development | ||||||||
| Total | $ | $ | ||||||
Accounts Receivable and Allowance for Credit Losses. We record accounts receivable from sales and service transactions in our condensed consolidated balance sheets at amortized cost adjusted for any write-offs and net of 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.
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 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.
On February 23, 2023, we, certain of our subsidiaries and a wholly-owned special purpose subsidiary (the “SPV”), entered into a 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”). On March 31, 2025, we amended the terms of this agreement. As amended, the Securitization Facility permits the SPV to draw up to a total of $
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 (“”) plus a margin (
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.
The amount sold to the Purchasers was $
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 condensed consolidated balance sheets (in millions):
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Beginning balance | $ | $ | ||||||
| Provision for credit losses | ||||||||
| Amounts written off | ( | ) | ( | ) | ||||
| Ending balance | $ | $ | ||||||
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.
| 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 Condensed Consolidated Balance Sheets.
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 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 Condensed Consolidated Balance Sheets. 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 $
The following table presents our deferred revenue by type (in millions):
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Advertising deposit liabilities | $ | $ | ||||||
| Other deposit liabilities | ||||||||
| Total deferred revenue | $ | $ | ||||||
Disaggregation of Revenue. Revenue from our production companies segment is generated through our direct sales channel. Revenue from our broadcasting segment is generated through both our direct and advertising agency intermediary sales channels. The following table presents our revenue from contracts with customers disaggregated by type of service and sales channel (in millions):
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Market and service type: | ||||||||
| Broadcast advertising: | ||||||||
| Core advertising | $ | $ | ||||||
| Political | ||||||||
| Total advertising | ||||||||
| Retransmission consent | ||||||||
| Production companies | ||||||||
| Other | ||||||||
| Total revenue | $ | $ | ||||||
| Sales Channel: | ||||||||
| Direct | $ | $ | ||||||
| Advertising agency intermediary | ||||||||
| Total revenue | $ | $ | ||||||
| 3. | Long-term Debt |
As of March 31, 2025 and December 31, 2024, long-term debt consisted of obligations under our 2019 Senior Credit Agreement (as defined below), our
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Long-term debt: | ||||||||
| 2019 Senior Credit Facility: | ||||||||
| 2021 Term Loan (matures December 1, 2028) | $ | $ | ||||||
| 2024 Term Loan (matures June 4, 2029) | ||||||||
| 2026 Notes (matures July 15, 2026) | ||||||||
| 2027 Notes (matures May 15, 2027) | ||||||||
| 2029 Notes (matures July 15, 2029) | ||||||||
| 2030 Notes (matures October 15, 2030) | ||||||||
| 2031 Notes (matures November 15, 2031) | ||||||||
| Total outstanding principal, including current portion | ||||||||
| Unamortized deferred loan costs - Senior Credit Facility | ( | ) | ( | ) | ||||
| Unamortized deferred loan costs - 2027 Notes | ( | ) | ( | ) | ||||
| Unamortized deferred loan costs - 2029 Notes | ( | ) | ( | ) | ||||
| Unamortized deferred loan costs - 2030 Notes | ( | ) | ( | ) | ||||
| Unamortized deferred loan costs - 2031 Notes | ( | ) | ( | ) | ||||
| Less current portion | ( | ) | ( | ) | ||||
| Long-term debt, less deferred financing costs | $ | $ | ||||||
| Borrowing availability under Revolving Credit Facility | $ | $ | ||||||
Revolving Credit Facility. On March 31, 2025, we entered into a fourth amendment (the “Fourth Amendment”) of our Senior Credit Agreement. The Fourth Amendment, among other things, increases the aggregate commitments under the Revolving Credit Facility (the “Revolving Credit Facility”) by $
Because of their relationship to the interest rate caps, described below, borrowings under the 2021 Term Loan and 2019 Term Loan bear interest at the 1-month SOFR rate, plus applicable margin. As of March 31, 2025, the interest rate on the balance outstanding under the 2024 Term Loan and the 2021Term Loan were
Repurchase of Debt. On May 6, 2024, our Board of Directors authorized us to use up to $
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 March 31, 2025 and December 31, 2024, the caps had a combined notional value of approximately $
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 $
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 $
For all of our interest bearing obligations, we made interest payments of approximately $
As of March 31, 2025, the aggregate minimum principal maturities of our long-term debt for the remainder of 2025 and the succeeding five years were as follows (in millions):
| Minimum Principal Maturities | ||||||||||||||||||||||||||||
| Year | 2019 Senior Credit Agreement | 2026 Notes | 2027 Notes | 2029 Notes | 2030 Notes | 2031 Notes | Total | |||||||||||||||||||||
| Remainder of 2025 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| 2026 | ||||||||||||||||||||||||||||
| 2027 | ||||||||||||||||||||||||||||
| 2028 | ||||||||||||||||||||||||||||
| 2029 | ||||||||||||||||||||||||||||
| 2030 | ||||||||||||||||||||||||||||
| Thereafter | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
As of March 31, 2025, there were no significant restrictions on the ability of our subsidiaries to distribute cash to us or to the guarantor subsidiaries. The 2019 Senior Credit Agreement contains affirmative and restrictive covenants with which we must comply. The 2026 Notes, the 2027 Notes, the 2029 Notes, the 2030 Notes and the 2031 Notes also include covenants with which we must comply. As of March 31, 2025 and December 31, 2024, we were in compliance with all required covenants under all our debt obligations.
| 4. | 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 March 31, 2025 and December 31, 2024.
At each of March 31, 2025 and December 31, 2024, the carrying amount of our long-term debt was $
The fair value of our interest rate caps are based on observable estimates provided by the counterparties and, as such, are classified within Level 2 of the fair value hierarchy. At March 31, 2025, the fair value of the interest caps was a liability of $
| 5. | Stockholders’ Equity |
We are authorized to issue
Our common stock and Class A common stock are entitled to receive cash dividends if declared, on an equal per-share basis. The Board of Directors declared a quarterly cash dividend of $
Under our various employee benefit plans, we may, at our discretion, issue authorized and unissued shares, or previously issued shares held in treasury, of our Class A common stock or common stock. As of March 31, 2025, we had reserved
| 6. | Retirement Plans |
The components of our net periodic pension benefit are included in miscellaneous income (expense) in our Condensed Consolidated Statements of Operations. During the three-months ended March 31, 2025 and 2024, the amount recorded as a benefit was not material, and we did make a contribution to our defined benefit pension plans. During the remainder of 2025, we do expect to make a contribution to these plans.
During the three-months ended March 31, 2025, we contributed $
| 7. | Stock-based Compensation |
We recognize compensation expense for stock-based payment awards made to our employees, consultants and directors. Our current stock-based compensation plan is the 2022 EICP. Our stock-based compensation expense and related income tax benefit for the three-months ended March 31, 2025 and 2024, respectively (in millions).
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Stock-based compensation expense, gross | $ | $ | ||||||
| Income tax benefit at our statutory rate associated with stock-based compensation | ( | ) | ( | ) | ||||
| Stock-based compensation expense, net | $ | $ | ||||||
All shares of common stock and Class A common stock underlying Restricted stock, restricted stock units and performance awards are counted as issued at target levels under the 2022 EICP for purposes of determining the number of shares available for future issuance.
A summary of restricted common stock and Class A common stock activities for the three-months ended March 31, 2025 and 2024, respectively, is as follows:
| Three Months Ended March 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Weighted- | Weighted- | |||||||||||||||
| Average | Average | |||||||||||||||
| Number | Grant Date | Number | Grant Date | |||||||||||||
| of | Fair Value | of | Fair Value | |||||||||||||
| Shares | Per Share | Shares | Per Share | |||||||||||||
| Restricted common stock: | ||||||||||||||||
| Outstanding - beginning of period | $ | $ | ||||||||||||||
| Granted (1) | ||||||||||||||||
| Vested | ( | ) | ( | ) | ||||||||||||
| Outstanding - end of period | $ | $ | ||||||||||||||
| Restricted Class A common stock: | ||||||||||||||||
| Outstanding - beginning of period | $ | $ | ||||||||||||||
| Granted (1) | ||||||||||||||||
| Vested | ( | ) | ( | ) | ||||||||||||
| Outstanding - end of period | $ | $ | ||||||||||||||
| Restricted stock units - common stock: | ||||||||||||||||
| Outstanding - beginning of period | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Vested | ( | ) | ( | ) | ||||||||||||
| Forfeited | ( | ) | ( | ) | ||||||||||||
| Outstanding - end of period | $ | $ | ||||||||||||||
| (1) | For awards subject to future performance conditions, amounts assume target performance. |
| 8. | Leases |
As a Lessee. We determine if an arrangement is a lease at its inception. We lease land, facilities and equipment from third parties primarily through operating leases. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. Right-of-use (“ROU”) assets related to our operating lease liabilities are measured at lease inception based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives. Our lease terms that are used in determining our operating lease liabilities at lease inception may include options to extend or terminate the leases when it is reasonably certain that we will exercise such options. We amortize our ROU assets as operating lease expense generally on a straight-line basis over the lease term and classify both the lease amortization and imputed interest as operating expenses. We have lease agreements with lease and non-lease components, and in such cases, we generally account for the components separately with only the lease component included in the calculation of the right of use asset and lease liability.
As of March 31, 2025, our operating leases for assets leased from third parties substantially have remaining terms of year to
Cash flow movements related to our lease activities for assets leased from third parties are included in other assets and accounts payable and other liabilities as presented in net cash provided by operating activities in our condensed consolidated statement of cash flows for the three-months ended March 31, 2025 and 2024.
As of March 31, 2025, the weighted average remaining term of our operating leases was
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Lease expense | ||||||||
| Operating lease expense | $ | $ | ||||||
| Short-term lease expense | ||||||||
| Total lease expense | $ | $ | ||||||
The maturities of operating lease liabilities as of March 31, 2025, for the remainder of 2025 and the succeeding five years were as follows (in millions):
| Year Ending December 31, | Operating Leases | |||
| Remainder of 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: Imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
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 and
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 condensed consolidated statement of cash flows.
The following table describes the nature of our lease revenue and classification of operating lease revenue recognized in the three-months ended March 31, 2025 and 2024 (in millions):
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Operating lease revenue: | ||||||||
| Fixed lease revenue | $ | $ | ||||||
| Variable lease revenue | ||||||||
| Total operating lease revenue | $ | $ | ||||||
The following table presents our future minimum rental receipts for non-cancelable leases and subleases as of March 31, 2025 (in millions):
| Year Ending December 31, | ||||
| Remainder of 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total lease receipts | $ |
| 9. | Commitments and Contingencies |
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 actions, proceedings and claims will not materially affect our financial position, results of operations or cash flows, although legal proceedings are subject to inherent uncertainties, and unfavorable rulings or events could have a material adverse impact on our financial position, results of operations or cash flows.
| 10. | Goodwill and Intangible Assets |
As of March 31, 2025 and December 31, 2024, our intangible assets and related accumulated amortization consisted of the following (in millions):
| As of March 31, 2025 | As of December 31, 2024 | |||||||||||||||||||||||
| Accumulated | Accumulated | |||||||||||||||||||||||
| Gross | Amortization | Net | Gross | Amortization | Net | |||||||||||||||||||
| Intangible assets not currently subject to amortization: | ||||||||||||||||||||||||
| Broadcast licenses | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Goodwill | ||||||||||||||||||||||||
| $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||
| Intangible assets subject to amortization: | ||||||||||||||||||||||||
| Network affiliation agreements | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Other finite-lived intangible assets | ( | ) | ( | ) | ||||||||||||||||||||
| $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||
| Total intangible assets | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
Amortization expense for the three-months ended March 31, 2025 and 2024 was $
| 11. | Income Taxes |
For the three-months ended March 31, 2025 and 2024, our income tax (benefit) expense and effective income tax rates were as follows (dollars in millions):
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Income tax (benefit) expense | $ | ( | ) | $ | ||||
| Effective income tax rate | % | % | ||||||
We estimate our differences between taxable income or loss and recorded income or loss on an annual basis. Our tax provision for each quarter is based upon these full year projections, which are revised each reporting period. These projections incorporate estimates of permanent differences between GAAP income or loss and taxable income or loss, state income taxes and adjustments to our liability for unrecognized tax benefits to adjust our statutory Federal income tax rate of
During the first quarter of 2025, we made
| 12. | 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 regularly provided to the CODM. The following tables present our business segment information (in millions):
| Production | ||||||||||||||||
| As of and for the three months ended March 31, 2025: | Broadcasting | Companies | Other | Consolidated | ||||||||||||
| Revenue (less agency commissions) | $ | $ | $ | $ | ||||||||||||
| Less:(1) | ||||||||||||||||
| Payroll and employee benefits | ||||||||||||||||
| Network affiliation fees | ||||||||||||||||
|
| ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Other segment items(2) | ||||||||||||||||
| Segment operating income (loss) | $ | $ | $ | ( | ) | $ | ||||||||||
| Other income (expense): | ||||||||||||||||
| Miscellaneous income (expense), net | ||||||||||||||||
| Interest expense | ( | ) | ||||||||||||||
| Gain on early extinguishment of debt | ||||||||||||||||
| Income before income tax | $ | ( | ) | |||||||||||||
| Capital expenditures (excluding business combinations) | $ | $ | $ | $ | ||||||||||||
| Goodwill | $ | $ | $ | $ | ||||||||||||
| Investments in broadcasting and technology companies | $ | $ | $ | $ | ||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| For the three months ended March 31, 2024: | ||||||||||||||||
| Revenue (less agency commissions) | $ | $ | $ | $ | ||||||||||||
| Less:(1) | ||||||||||||||||
| Payroll and employee benefits | ||||||||||||||||
| Network affiliation fees | ||||||||||||||||
|
| ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Other segment items(2) | ||||||||||||||||
| Segment operating income (loss) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
| Other income (expense): | ||||||||||||||||
| Miscellaneous income (expense), net | ||||||||||||||||
| Interest expense | ( | ) | ||||||||||||||
| Income before income tax | $ | |||||||||||||||
| Capital expenditures (excluding business combinations) | $ | $ | $ | $ | ||||||||||||
| As of December 31, 2024: | ||||||||||||||||
| Goodwill | $ | $ | $ | $ | ||||||||||||
| Investments in broadcasting and technology companies | $ | $ | $ | $ | ||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
(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.
Item 2. 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 unaudited condensed consolidated financial statements and notes thereto included elsewhere herein, as well as with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) filed with the SEC.
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. 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 internet 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 three-months ended March 31, 2025 and 2024, we generated revenue of $782 million and $823 million, 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 internet 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.
Our broadcast and internet 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 core 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 three-months ended March 31, 2025 and 2024 approximately 27% and 25%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector. During the three-months ended March 31, 2025 and 2024 approximately 17% and 18%, 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.
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.
Revenue
Set forth below are the principal types of revenue, less agency commissions, earned by us for the periods indicated and the percentage contribution of each type of revenue to our total revenue (dollars in millions):
| Three Months Ended March 31, |
||||||||||||||||
| 2025 |
2024 |
|||||||||||||||
| Percent |
Percent |
|||||||||||||||
| Amount |
of Total |
Amount |
of Total |
|||||||||||||
| Revenue: |
||||||||||||||||
| Core advertising |
$ | 344 | 44 | % | $ | 372 | 45 | % | ||||||||
| Political |
13 | 2 | % | 27 | 3 | % | ||||||||||
| Retransmission consent |
379 | 48 | % | 381 | 46 | % | ||||||||||
| Production companies |
27 | 3 | % | 24 | 3 | % | ||||||||||
| Other |
19 | 3 | % | 19 | 3 | % | ||||||||||
| Total |
$ | 782 | 100 | % | $ | 823 | 100 | % | ||||||||
Results of Operations
Three-Months Ended March 31, 2025 (“the 2025 three-month period”) Compared to Three-Months Ended March 31, 2024 (“the 2024 three-month period”)
Revenue. Total revenue decreased $41 million, or 5%, to $782 million in the 2025 three-month period. During the 2025 three-month period:
| ● |
Core advertising revenue decreased by $28 million. In the 2025 three-month period, we earned approximately $9 million of net revenue from the broadcast of the Super Bowl on our 33 FOX channels compared to an aggregate of $18 million of net revenue relating to the broadcast of the Super Bowl on our 54 CBS channels during the 2024 three-month period. We were very pleased that our Super Bowl advertising revenue on our FOX channels increased to $9 million in 2025, compared to $6 million on our FOX channels in 2023. Our first quarter was also negatively impacted by one less selling day due to Leap Day, which we estimate impacted core revenue by $4 million. |
| ● |
Political advertising revenue decreased by $14 million, resulting primarily from 2025 being the “off-year” of the two-year election cycle. |
| ● |
Retransmission consent revenue decreased by $2 million due to the net effect of a decrease in subscriptions offset, in part, by an increase in rates. |
| ● |
Production company revenue increased by $3 million in the 2025 three-month period due to the start-up of our operations at Assembly Atlanta offset, in part, by decreases in revenue at our event production businesses. |
Broadcasting Expenses. Broadcasting expenses (before depreciation, amortization and gain or loss on disposal of assets) decreased $6 million, or 1%, to $577 million in the 2025 three-month period:
| ● |
Payroll broadcasting expenses decreased by $11 million in the 2025 three-month period primarily as a result of reductions in incentive compensation. Non-cash stock-based compensation was $1 million in each of the 2025 and 2024 three-month periods. |
| ● |
Non-payroll broadcasting expenses increased by $6 million primarily because of increases in internet expenses, consistent with increases in related revenues and sports programming expenses. |
Production Company Expenses. Production company operating expenses (before depreciation, amortization and gain or loss on disposal of assets) were $20 million in the 2025 three-month period, a decrease of $1 million compared to $21 million in the 2024 three-month period.
Corporate and Administrative Expenses. Corporate and administrative expenses (before depreciation, amortization and gain or loss on disposal of assets) increased $4 million to $32 million in the 2025 three-month period. These increases were primarily the result of increases in non-cash stock-based compensation expenses of $7 million in the 2025 three-month period, compared to $5 million in the 2024 three-month period.
Depreciation. Depreciation of property and equipment totaled $34 million for the 2025 three-month period and $36 million for the 2024 three-month period.
Amortization. Amortization of intangible assets totaled $29 million in the 2025 three-month period and $31 million in the 2024 three-month period. The decrease in amortization expense of $2 million was the result of finite-lived intangible assets becoming fully amortized.
Miscellaneous Income, Net. On February 8, 2024, we recorded a gain of $110 million from the sale of our investment in BMI.
Interest Expense. Interest expense increased $3 million to $118 million for the 2025 three-month period compared to $115 million in the 2024 three-month period. This increase was primarily attributable to several factors including: increases in average interest rates on all of our debt to 7.4% in 2025 compared to 6.6% in 2024, partially offset by a decrease in the outstanding principal balances of our debt.
Gain on Early Extinguishment of debt. During the 2025 three-month period, we reported a gain on early extinguishment of debt of $1 million as a result of the repurchase of a portion of our outstanding debt in the open market at a discount.
Income Tax (Benefit) Expense. During the 2025 three-month period, we recognized income tax benefit of $15 million. During the 2024 three-month period, we recognized income tax expense of $31 million. For the 2025 and 2024 three-month periods, our effective income tax rates were 63% and 26%, respectively. We estimate our differences between taxable income or loss and recorded income or loss on an annual basis. Our tax provision for each quarter is based upon these full-year projections which are revised each reporting period. These projections incorporate estimates of permanent differences between GAAP income or loss and taxable income or loss, state income taxes and adjustments to our liability for unrecognized tax benefits. For the 2025 three-month period, these estimates increased our statutory Federal income tax rate of 21% to our effective income tax rate of 63% as follows: state income taxes that added 15%; permanent differences added 39%; restricted stock differences resulted in a decrease of 12%.
Liquidity and Capital Resources
General. The following table presents data that we believe is helpful in evaluating our liquidity and capital resources (in millions):
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2025 |
2024 |
|||||||
| Net cash provided by operating activities |
$ | 132 | $ | 68 | ||||
| Net cash (used in) provided by investing activities |
(15 | ) | 80 | |||||
| Net cash used in financing activities |
(42 | ) | (35 | ) | ||||
| Net increase in cash |
$ | 75 | $ | 113 | ||||
| As of |
||||||||
| March 31, |
December 31, |
|||||||
| 2025 |
2024 |
|||||||
| Cash |
$ | 210 | $ | 135 | ||||
| Long-term debt, including current portion, less deferred financing costs |
$ | 5,609 | $ | 5,621 | ||||
| Series A Perpetual Preferred Stock |
$ | 650 | $ | 650 | ||||
| Borrowing availability under the Revolving Credit Facility |
$ | 692 | $ | 674 | ||||
Net Cash Provided By (Used In) Operating, Investing and Financing Activities. Net cash provided by operating activities was $132 million in the 2025 three-month period compared to net cash provided by operating activities of $68 million in the 2024 three-month period. The net increase of $64 million was primarily the result of an increase in non-cash charges of $101 million, offsetting a decrease in net income of $97 million and an increase in net working capital of $60 million.
Net cash used in investing activities was $15 million in the 2025 three-month period compared to net cash provided by investing activities of $80 million in the 2024 three-month period. The net decrease was largely due to a reduction in proceeds received from the sale of our investment in BMI in the 2024 three-month period.
Net cash used in financing activities was approximately $42 million and $35 million in the 2025 and 2024 three-month periods, respectively. The increase was primarily due to the use, in the 2025 three-month period, of cash to repay amounts outstanding under our 2021 Term Loan and 2024 Term Loan under our 2019 Senior Credit Agreement.
Liquidity. We estimate that we will make approximately $456 million in debt interest payments over the twelve months immediately following March 31, 2025. 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 foreseeable 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 foreseeable future.
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 March 31, 2025 and 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 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 March 31, 2025 and 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 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 April 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 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.
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 “Total Secured Leverage Ratio” as defined in our Senior Credit Agreement as of March 31, 2025:
| Eight Quarters Ended |
||||
| March 31, 2025 |
||||
| (in millions) |
||||
| Net income |
$ | 322 | ||
| Adjustments to reconcile from net income to Leverage Ratio |
||||
| Denominator as defined in our Senior Credit Agreement: |
||||
| Depreciation |
288 | |||
| Amortization of intangible assets |
298 | |||
| Non-cash stock-based compensation |
47 | |||
| Non-cash 401(k) expense |
10 | |||
| Loss on disposal of assets, net |
29 | |||
| Gain on disposal of investment, not in the ordinary course |
(110 | ) | ||
| Interest expense |
939 | |||
| Gain on early extinguishment of debt |
(35 | ) | ||
| Income tax expense |
106 | |||
| Impairment of investments, goodwill and other intangible assets |
97 | |||
| Amortization of program broadcast rights |
62 | |||
| Payments for program broadcast rights |
(63 | ) | ||
| Pension gain |
(4 | ) | ||
| Contributions to pension plans |
(4 | ) | ||
| Adjustments for unrestricted subsidiaries |
14 | |||
| Adjustments for stations acquired or divested, financings and expected synergies during the eight quarter period |
(1 | ) | ||
| Transaction Related Expenses |
1 | |||
| Other |
(1 | ) | ||
| Total eight quarters ended March 31, 2025 |
$ | 1,995 | ||
| Leverage Ratio Denominator (total eight quarters ended March 31, 2025, divided by 2) |
$ | 998 | ||
| March 31, 2025 |
||||
| (dollars in millions) |
||||
| Total outstanding principal, including current portion |
$ | 5,673 | ||
| Letters of credit outstanding |
8 | |||
| Cash |
(210 | ) | ||
| Adjusted Total Indebtedness |
$ | 5,471 | ||
| Leverage Ratio (maximum permitted incurrence is 7.00 to 1.00) |
5.48 | |||
| Total outstanding principal secured by a first lien |
$ | 3,126 | ||
| Cash |
(210 | ) | ||
| First Lien Adjusted Total Indebtedness |
$ | 2,916 | ||
| First Lien Leverage Ratio (maximum permitted incurrence is 3.5 to 1.00) (1) |
2.92 | |||
| Total outstanding principal secured by a lien |
$ | 3,126 | ||
| Cash |
(210 | ) | ||
| Secured Adjusted Total Indebtedness |
$ | 2,916 | ||
| Secured Leverage Ratio (maximum permitted incurrence is 5.50 to 1.00) |
2.92 | |||
| (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. |
Debt. As of March 31, 2025, long-term debt consisted of obligations under our 2019 Senior Credit Agreement, our $10 million in aggregate principal amount of senior notes due 2026, our $528 million in aggregate principal amount of senior notes due 2027, our $1.25 billion in aggregate principal amount of senior notes due 2029, our $790 million in aggregate principal amount of senior notes due 2030 and our $1.2 billion in aggregate principal amount of senior notes due 2031. As of March 31, 2025, the 2019 Senior Credit Agreement provided total commitments of $2.6 billion, consisting of a $1.4 billion term loan facility, a $496 million term loan facility and $692 million available under our revolving credit facility. We were in compliance with the covenants in these debt agreements at March 31, 2025.
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. On November 20, 2024, our Board of Directors replenished and extended the repurchase authorization 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. We currently have approximately $240 million of availability to repurchase our outstanding indebtedness remaining under this authorization.
Capital Expenditures. Including capital expenditures related to our Assembly Atlanta project, we currently expect that our routine capital expenditures will be in a range of approximately $70 million to $75 million for the remainder of 2025. 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 received reimbursements totaling $5 million in the 2025 three-month period and we expect reimbursements of approximately $20 million during the remainder of 2025, and that our capital expenditures in 2025 will approximate 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.
Other. We file a consolidated federal income tax return and such state and local tax returns as are required. During the first quarter of 2025, we made no material federal or state income tax payments. During the remainder of 2025, we anticipate making income tax payments within a range of $48 million to $68 million. As of March 31, 2025, we have an aggregate of approximately $252 million of various state operating loss carryforwards, of which we expect that approximately $173 million will not be utilized due to 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.
During the 2025 three-month period, we did not make a contribution to our defined benefit pension plan. During the remainder of 2025, we do not expect to contribute to this pension plan.
Critical Accounting Policies
The preparation of financial statements in conformity with GAAP requires management to make judgments and estimations that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. We consider our accounting policies relating to intangible assets to be critical policies that require judgments or estimations in their application where variances in those judgments or estimations could make a significant difference to future reported results. These critical accounting policies and estimates are more fully discussed in our 2024 Form 10-K.
Cautionary Note Regarding Forward-Looking Statements
This quarterly report on Form 10-Q 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, the economy in general, 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, future interest expenses under our Securitization Facility, future interest expense under our interest rate caps, 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 our Annual Report and the other factors described from time to time in our SEC filings. The forward-looking statements included in this quarterly 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.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
We believe that the market risk of our financial instruments as of March 31, 2025 has not materially changed since December 31, 2024. Our market risk profile on December 31, 2024 is disclosed in our 2024 Annual Report on Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report, an evaluation was carried out under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, the CEO and CFO have concluded that our controls and procedures were effective as of March 31, 2025.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As of the date of this filing, there have been no additional material legal proceedings or material developments in the legal proceedings disclosed in Part 1, Item 3, of our Annual Report on Form 10-K for the year ended December 31, 2024. For more information, see Note 9 "Commitments and Contingencies" within the accompanying condensed consolidated financial statements.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors that affect our business and financial results that are discussed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report. There have been no material changes to such risk factors.
Item 5. Other Information
of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as defined in Item 408 of Regulation S-K, during the Company’s fiscal quarter ended March 31, 2025.
Item 6. Exhibits
The following exhibits are filed as part of this Quarterly Report:
| Exhibit Number |
Description of Document |
| 10.1 |
|
| 10.2 |
|
| 10.3* | Form of Cash-Based Unit Award Agreement pursuant to the 2022 Equity and Incentive Compensation Plan |
| 31.1 |
|
| 31.2 |
|
| 32.1 |
|
| 32.2 |
|
| 101.SCH |
XBRL Taxonomy Extension Schema Document |
| 101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB |
XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 |
The cover page from Gray Media, Inc.’s Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2025 has been formatted in Inline XBRL and contained in Exhibit 101. |
| * | Management contract or compensatory plan or arrangement |
SIGNATURES
Pursuant to the requirements of the Securities 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. (Registrant) |
|||
| Date: May 8, 2025 | By: | /s/ Jeffrey R. Gignac | |
| Jeffrey R. Gignac | |||
| Executive Vice President and Chief Financial Officer | |||
Exhibit 10.3
EMPLOYEE CASH-BASED UNIT AWARD AGREEMENT
2022 EQUITY AND INCENTIVE COMPENSATION PLAN
Gray Media, Inc. (the “Company”) hereby grants to Participant (the “Award”) the target number of cash-based performance units and the right to earn additional cash-based performance units (collectively, the “Cash-Based Performance Units” or “CPUs”) in the amounts and on the vesting date indicated below or otherwise provided herein, subject to (i) the Participant’s continuous employment with the Company and/or its Subsidiaries through the applicable vesting date (such date, the “Vesting Date” and such period, the “Vesting Period”) and (ii) the Company’s Compensation Committee of the Board (the “Committee”) determining, in its discretion, that the performance criteria set forth on Attachment A hereto have been satisfied and the resulting applicable amount of the CPUs earned thereunder (the “Performance Criteria”). Participant shall be entitled to receive $1 in cash for each CPU which becomes earned and vested. The Award is subject to the terms and conditions set forth on this page and in Attachments A and B hereto (collectively, this “Agreement”), as well as those in the Company’s 2022 Equity and Incentive Compensation Plan (the “Plan”), which is incorporated herein.
| Participant: | [ ] |
| Date of Grant: | [ ] |
| Vesting Date: | [ ] |
| Target Number of CPUs: | [ ] |
The CPUs on the Date of Grant shall be stated as a target number of CPUs. The actual number of CPUs earned shall be determined based on the achievement of the Performance Criteria.
The Participant acknowledges that he or she (a) has received a copy of the Plan and the prospectus for the Plan, (b) has had an opportunity to review the terms of this Agreement, the Plan, and the prospectus for the Plan, and (c) understands and agrees to the terms and conditions of this Agreement and the Plan.
As of the Date of Grant, this Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the Award and supersede all prior oral and written agreements on the terms of the Award. Capitalized terms not explicitly defined herein are defined in the Plan. In the event of any conflict between the terms of the Award and the Plan, the terms of the Plan will control.
| GRAY MEDIA, INC. | PARTICIPANT: | ||||
| By: | By: | ||||
| [ ] | [ ] | ||||
| [ ] | [ ] | ||||
| [ , ] | [ , ] | ||||
GRAY MEDIA, INC.
EMPLOYEE CASH-BASED PERFORMANCE UNIT AWARD AGREEMENT
2022 EQUITY AND INCENTIVE COMPENSATION PLAN
ATTACHMENT A
Performance Criteria:
The CPUs evidenced by this Award shall vest, and the final number of CPUs earned as of the Vesting Date shall be calculated, upon the Committee’s determining the number of CPUs actually earned, as a percentage of the target number of CPUs specified in the table above, ranging from 0% to 200% of the target, by averaging the percentage of target payout achieved by the Participant under the Plan for each year of the Vesting Period. Subject to Attachment B, all such earned CPUs shall fully vest as of the Vesting Date.
GRAY MEDIA, INC.
CASH-BASED PERFORMANCE UNIT AWARD AGREEMENT
2022 EQUITY AND INCENTIVE COMPENSATION PLAN
ATTACHMENT B
|
1. |
Grant of CPUs. Each CPU represents the right to receive a cash amount equal to $1 for each CPU which becomes earned and vested. |
|
2. |
Vesting of CPUs. |
|
(a) |
The CPUs covered by this Agreement shall become nonforfeitable (“Vest” or similar terms) as provided on the first page of this Agreement. Any CPU that does not so Vest will be forfeited, including, except as provided in Section 2(b) below, if the Participant ceases to be continuously employed by the Company or a Subsidiary prior to the end of the Vesting Period. For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any termination of the Participant’s employment with the Company and/or a Subsidiary. |
|
(b) |
Notwithstanding Section 2(a) above, the target number of CPUs to the extent they have not previously Vested or been forfeited shall Vest (i) upon the Participant’s death or Disability prior to the end of the Vesting Period; provided, that the Participant was continuously employed by the Company or any of its Subsidiaries through the date of death or Disability; or (ii) upon a termination of the Participant’s employment with the Company or a Subsidiary (or any of their successors) (as applicable, the “Successor”) by reason of a termination of the Participant’s employment by the Successor without Cause (and not due to death or Disability) or by the Participant for Good Reason, in either case within a period of 12 months after a Change in Control; provided, that such termination of the Participant’s employment occurs prior to the end of the Vesting Period. |
|
(c) |
For purposes of this Agreement: |
|
(i) |
“Cause” shall mean any of the following: (A) a material breach by the Participant of any agreement then in effect between the Participant and the Successor; (B) the Participant’s conviction of or plea of “guilty” or “no contest” to a felony under the laws of the United States or any state thereof; (C) any material violation or breach by the Participant of the Company’s Code of Ethics as in effect immediately prior to the Change in Control, as determined by the Board (or the board of directors of the Successor); or (D) the Participant’s willful and continued failure to substantially perform the duties associated with the Participant’s position (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness), which failure has not been cured within 30 days after a written demand for substantial performance is delivered to the Participant by the Board (or the board of directors of the Successor), which demand specifically identifies the manner in which the Board (or the board of directors of the Successor) believes that the Participant has not substantially performed his duties. |
|
(ii) |
“Disability,” or similar terms, shall mean (A) the Participant is unable to engage in any substantial gainful activity due to medically determinable physical or mental impairment expected to result in death or to last for a continuous period of not less than 12 months, or (B) due to any medically determinable physical or mental impairment expected to result in death or last for a continuous period of not less than 12 months, the Participant has received income replacement benefits for a period of not less than three months under an accident and health plan sponsored by the Company. |
|
(iii) |
“Good Reason” shall mean (A) a material and permanent diminution in the Participant’s authority, duties or responsibilities; (B) a material diminution in the aggregate base salary or annual incentive opportunity provided to the Participant by the Successor; or (C) a permanent reassignment of the Participant to another primary office more than 50 miles from the Participant’s current office location. The Participant must (x) notify the Successor of the Participant’s intention to invoke the right to terminate for Good Reason within 60 days after the Participant has knowledge of such event, (y) provide the Successor with a 30-day cure period, and (z) actually terminate employment for Good Reason within 60 days following the end of the Successor’s 30-day cure period, or such event shall not constitute Good Reason. The Participant may not invoke termination for Good Reason if Cause exists at the time the Participant invokes such right to terminate employment for Good Reason, or at any time between such date and the date the Participant actually terminates employment for Good Reason pursuant to the preceding sentence. |
3. Payment of CPUs. With respect to any CPUs that become vested, payment of the cash amount as determined in Section 1 above shall be made as soon as practical following the date of Vesting and in all cases within the “short-term deferral period” determined under Treasury Regulation Section 1.409A-1(b)(4). The Participant shall have no rights to interest or earnings with respect to any CPUs covered by this Agreement.
4. Transferability. Subject to Section 15 of the Plan, the CPUs shall not be transferable other by will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance in violation of this Section shall be void, and the other party to any such purported transaction shall not obtain any rights to or in interest in such CPUs.
5. Adjustments. The number of CPUs subject to this Agreement and the other terms and conditions of the grant evidenced by this Agreement are subject to adjustment as provided in Section 11 of the Plan.
6. Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with the issuance or Vesting of the CPUs, any payment to the Participant pursuant to Section 3 or any other payment or vesting event under this Agreement, and the amounts available to the Company for such withholding are insufficient, the Participant shall pay such taxes or make arrangements satisfactory to the Company for payment of such taxes.
7. Compliance With Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws.
8. No Right to Future Awards or Employment. The grant of the CPUs under this Agreement to the Participant is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards. Nothing contained in this Agreement shall confer upon the Participant any right to be employed or remain employed by the Company or any of its Subsidiaries, nor limit or affect in any manner the right of the Company or any of its Subsidiaries to terminate the employment or adjust the compensation of the Participant.
9. Relation to Other Benefits. The grant of the CPUs and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. Any economic or other benefit to the Participant under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Participant may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or any of its Subsidiaries and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or any of its Subsidiaries.
10. Clawback. Notwithstanding anything in this Agreement to the contrary, Participant acknowledges and agrees that this Agreement and the Award are subject to the terms and conditions of the Company’s clawback policy (if any) as may be in effect from time to time specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the shares of Stock may be traded).
11. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that (a) no amendment shall impair the rights of the Participant under this Agreement without the Participant’s written consent, and (b) the Participant’s consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 10D of the Exchange Act.
12. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
13. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein or in the Plan, have the right to determine any questions that arise in connection with this Agreement.
14. Disclosures. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prevents the Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations.
15. Governing Law. This Agreement shall be governed by and construed with the internal substantive laws of the State of Georgia, without giving effect to any principle of law that would result in the application of the law of any other jurisdiction.
16. Successors and Assigns. Without limiting Section 5 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Participant, and the successors and assigns of the Company.
EXHIBIT 31.1
CERTIFICATION
I, Hilton H. Howell, Jr., certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of Gray Media, Inc.; |
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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; |
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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; |
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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: |
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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; |
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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; |
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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 |
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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 |
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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): |
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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 |
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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: May 8, 2025 | By: | /s/ Hilton H. Howell, Jr. | |
| Hilton H. Howell, Jr. | |||
| Executive Chairman and Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION
I, Jeffrey R. Gignac, certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of Gray Media, Inc.; |
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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; |
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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; |
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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; |
|
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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 |
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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 |
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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: May 8, 2025 | By: | /s/ Jeffrey R. Gignac | |
| Jeffrey R. Gignac | |||
| Executive Vice President and | |||
| Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying quarterly report on Form 10-Q of Gray Media, Inc. (the “Company”) for the quarterly period ended March 31, 2025 (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.
Dated: May 8, 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 SEC or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying quarterly report on Form 10-Q of Gray Media, Inc. (the “Company”) for the quarterly period ended March 31, 2025 (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.
Dated: May 8, 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 SEC or its staff upon request.