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What changed in GRAY MEDIA, INC's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of GRAY MEDIA, INC's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+250 added−245 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-23)

Top changes in GRAY MEDIA, INC's 2024 10-K

250 paragraphs added · 245 removed · 194 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe value our employees and are committed to providing a safe and healthy workplace. All employees are required to comply with Company safety rules and expectations and are expected to actively contribute to making our Company a safer place to work.
Biggest changeAll employees are required to comply with Company safety rules and expectations and are expected to actively contribute to making our Company a safer place to work. Employees As of February 21, 2025, we had 9,118 full-time employees and 384 part-time employees, of which, 510 full-time and 23 part-time employees at 17 stations were represented by various unions.
These additional restrictions will apply to transactions entered into after December 26, 2023. Existing combinations will be grandfathered, but may not be transferred or assigned except in compliance with the new rule.
These additional restrictions apply to transactions entered into after December 26, 2023. Existing combinations will be grandfathered, but may not be transferred or assigned except in compliance with the new rule.
Our stations compete for advertising revenues in their respective markets with other television stations, digital platforms including Google and YouTube, Facebook and Instagram, TikTok, local cable and other MVPD systems, as well as local newspapers, radio stations, magazines, outdoor advertising, transit advertising, yellow page directories and direct mail. 8 Federal Regulation of the Television Broadcast Industry General.
Our stations compete for advertising revenues in their respective markets with other television stations, digital platforms including Google and YouTube, Facebook and Instagram, local cable and other MVPD systems, as well as local newspapers, radio stations, magazines, outdoor advertising, transit advertising, yellow page directories and direct mail. 8 Federal Regulation of the Television Broadcast Industry General.
A Code of Ethics (“Code”) applies to all of our directors, executive officers and employees. The Code is available on our website in the Investor Relations section under the subheading Governance Documents. If any waivers of the Code are granted to an executive officer or director, the waivers will be disclosed in an SEC filing on Form 8-K.
A Code of Ethics (“Code”) applies to all of our directors, executive officers and employees. The Code is available on our website in the Investor Relations section under the subheading Governance Documents. If any waivers of the Code are granted to an executive officer or director, the waivers will be disclosed in an SEC filing on Form 8-K. 13
Recent developments by many companies, including internet streaming service providers and internet website operators, have expanded, and are continuing to expand, the variety and quality of broadcast and non-broadcast video programming available to consumers via the internet. Internet companies have developed business relationships with companies that have traditionally provided syndicated programming, network television and other content.
Recent developments by many companies, including digital streaming service providers and internet website operators, have expanded, and are continuing to expand, the variety and quality of broadcast and non-broadcast video programming available to consumers via the internet. Internet companies have developed business relationships with companies that have traditionally provided syndicated programming, network television and other content.
The sizes of advertisers’ budgets, which can be affected by broad economic trends, can affect the broadcast industry in general and the revenues of individual broadcast television stations. 4 Strategy Our success is based on the following strategies: Grow by Leveraging our Diverse National Footprint. We serve a diverse and national footprint of television stations.
The sizes of advertisers’ budgets, which can be affected by broad economic trends, can affect the broadcast industry in general and the revenues of individual broadcast television stations. Strategy Our success is based on the following strategies: Grow by Leveraging our Diverse National Footprint. We serve a diverse and national footprint of television stations.
From our largest market in Atlanta, Georgia (DMA 7) to our smallest in North Platte, Nebraska (DMA 209), as tabulated by Nielsen, we inform, educate, entertain and connect each of these communities to their state, the nation and the whole world. Nearly all stations have a local studio, tower, sales, technical and administrative personnel dedicated to their community.
From our largest market in Atlanta, Georgia (DMA 7) to our smallest in North Platte, Nebraska (DMA 209), as tabulated by Nielsen, we inform, educate, entertain and connect each of these communities to their state, the nation and the whole world. Nearly all markets have a local studio, tower, sales, technical and administrative personnel dedicated to their community.
Although no single customer represented more than 5% of our broadcast advertising revenue for the years ended December 31, 2023, 2022 or 2021, 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.
Although no single customer represented more than 5% of our broadcast advertising revenue for the years ended December 31, 2024, 2023 or 2022, we derived a material portion of our non-political broadcast advertising revenue from advertisers in a limited number of industries, particularly the services sector, comprising financial, legal and medical advertisers, and the automotive industry.
This note also describes the stations we acquired in each of 2023, 2022 and 2021, which we may also refer to collectively as our “acquisitions,” our “recent acquisitions” or “the acquisitions.” 5 Continue to Monetize Digital Spectrum. In addition to each station’s primary channel, we also broadcast a number of secondary channels.
This note also describes the stations we acquired in each of 2024, 2023 and 2022, which we may also refer to collectively as our “acquisitions,” our “recent acquisitions” or “the acquisitions.” 5 Continue to Monetize Digital Spectrum. In addition to each station’s primary channel, we also broadcast a number of secondary channels.
We believe that our market position and our strong local teams have enabled us to maintain more stable revenues compared to many of our peers. We are diversified across our markets and network affiliations. In 2023 and 2022, our largest market, by revenue, was Phoenix, Arizona, which contributed 4% and 5% of our revenue, respectively.
We believe that our market position and our strong local teams have enabled us to maintain more stable revenues compared to many of our peers. We are diversified across our markets and network affiliations. In 2024 and 2023, our largest market, by revenue, was Phoenix, Arizona, which contributed 5% and 4% of our total revenue, respectively.
During the years ended December 31, 2023, 2022 and 2021 approximately 20%, 17% and 17%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers.
During the years ended December 31, 2024, 2023 and 2022 approximately 20%, 20% and 17%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers.
Broadcast stations also compete for exclusive news stories and features. Cable networks and internet service providers compete with local stations for programming. Advertising. Advertising revenues comprise the primary source of revenues for our stations.
Broadcast stations also compete for exclusive news stories and features. Cable networks, streaming services and internet service providers compete with local stations for programming. Advertising. Advertising revenues comprise the primary source of revenues for our stations.
Consistent with this strategy, we have completed several acquisition and divestiture transactions, including some that had a material impact on our results of operations, between late 2013 and early 2023. For more information on these transactions, see Note 3 “Acquisitions and Divestitures” of our audited consolidated financial statements included elsewhere herein.
Consistent with this strategy, we have completed several acquisition and divestiture transactions, including some that had a material impact on our results of operations, between late 2013 and mid 2024. For more information on these transactions, see Note 3 “Acquisitions and Divestitures” of our audited consolidated financial statements included elsewhere herein.
Our top 10 markets by revenue contributed approximately 25% and 26% of our total revenue in the years ended December 31, 2023 and 2022, respectively.
Our top 10 markets by revenue contributed approximately 26% and 25% of our total revenue in the years ended December 31, 2024 and 2023, respectively.
With competitive wages, healthcare benefits, a defined contribution retirement program and opportunities for job training and advancement, our employees develop skills and expertise necessary to build careers. ● Driving a diverse and inclusive culture. We are committed to diversity and inclusion in every aspect of our business.
With competitive wages, healthcare benefits, a defined contribution retirement program and opportunities for job training and advancement, our employees develop skills and expertise necessary to build careers. ● Driving a diverse and inclusive culture. We are committed to a welcoming and inclusive environment in every aspect of our business.
The services sector has become an increasingly important source of advertising revenue over the past few years. During the years ended December 31, 2023, 2022 and 2021 approximately 27%, 28% and 29%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector.
The services sector has become an increasingly important source of advertising revenue over the past few years. During the years ended December 31, 2024, 2023 and 2022 approximately 23%, 27% and 28%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector.
These rule changes will take effect in March 2024. First, the FCC extended the top-four prohibition to low power television (“LPTV”) stations and multicast streams.
These rule changes took effect in March 2024. First, the FCC extended the top-four prohibition to low power television (“LPTV”) stations and multicast streams.
For the years ended December 31, 2023, 2022 and 2021 our total revenue was $3.3 billion, $3.7 billion and $2.4 billion, respectively. 3 Markets and Stations We believe a key driver for our strong market position is our focus on strong local news and information programming.
For the years ended December 31, 2024, 2023 and 2022 our total revenue was $3.6 billion, $3.3 billion and $3.7 billion, respectively. Markets and Stations We believe a key driver for our strong market position is our focus on strong local news and information programming.
Each network affiliation agreement provides the affiliated station with the right to broadcast all programs transmitted by the affiliated network. Our network affiliation agreements with the Big Four broadcast networks currently expire at various dates through January 1, 2026. Television Industry Background The Federal Communications Commission (“FCC”) grants broadcast licenses to television stations.
Each network affiliation agreement provides the affiliated station with the right to broadcast all programs transmitted by the affiliated network. Our network affiliation agreements with the Big Four broadcast networks currently expire at various dates through December 31, 2028. Television Industry Background The Federal Communications Commission (“FCC”) grants broadcast licenses to television stations.
Advertising rates are typically driven by: (i) the size of a station’s market; (ii) a station’s overall ratings; (iii) a program’s popularity among targeted viewers; (iv) the number of advertisers competing for available time; (v) the demographic makeup of the station’s market; (vi) the availability of alternative advertising media in the market; (vii) the presence of effective sales forces; and (viii) the development of projects, features and programs that tie advertiser messages to programming and/or digital content on a station’s website or mobile applications.
Advertising rates are typically driven by: (i) the size of a station’s market; (ii) a station’s overall ratings; (iii) a program’s popularity among targeted viewers; (iv) the number of advertisers competing for available time; (v) the demographic makeup of the station’s market; (vi) the availability of alternative advertising media in the market; (vii) the presence of effective sales forces; and (viii) the development of projects, features and programs that tie advertiser messages to programming and/or digital content on a station’s website or mobile applications. 4 Because broadcast stations rely on advertising revenues, they are sensitive to cyclical changes in the economy.
For the year ended December 31, 2023, our CBS-affiliated channels accounted for approximately 39% of total revenue; our NBC-affiliated channels accounted for approximately 27% of total revenue; our FOX-affiliated channels accounted for approximately 14% of total revenue; and our ABC-affiliated channels accounted for approximately 11% of total revenue.
For the year ended December 31, 2024, our CBS-affiliated channels accounted for approximately 38% of total revenue; our NBC-affiliated channels accounted for approximately 27% of total revenue; our FOX-affiliated channels accounted for approximately 14% of total revenue; and our ABC-affiliated channels accounted for approximately 11% of total revenue.
The FCC also regulates broadcast indecency and profanity and the statutory maximum fine for broadcasting indecent material is nearly $500,000 per incident. The FCC has sought comment on whether it should modify its indecency policies but has not yet issued a decision in this proceeding.
The FCC also regulates broadcast indecency and profanity and the statutory maximum fine for broadcasting indecent material is approximately $0.5 million per incident. The FCC has sought comment on whether it should modify its indecency policies but has not yet issued a decision in this proceeding.
Certain secondary channels are simultaneously affiliated with more than one network. Our strategy includes expanding upon our digital offerings and sales. We continuously evaluate opportunities to use spectrum for future delivery of data to mobile devices using a new transmission standard. Continue to Maintain Prudent Cost Management. Historically, we have closely managed costs to maintain and improve our margins.
Certain secondary channels are simultaneously affiliated with more than one network. Our strategy includes expanding upon our digital offerings and sales. We continuously evaluate opportunities to use spectrum for future delivery of data to mobile devices using a new transmission standard called NextGen TV. Continue to Maintain Prudent Cost Management.
According to Nielsen, during 2023, our owned and operated television stations achieved the #1 ranking in overall audience in 79 of our 113 markets. In addition, our stations achieved the #1 and/or #2 ranking in overall audience in 102 of our 113 markets.
According to Nielsen, during 2024, our owned and operated television stations achieved the #1 ranking in overall audience in 78 of our 113 markets. In addition, our stations achieved the #1 and/or #2 ranking in overall audience in 99 of our 113 markets.
Our network affiliations include the Big Four networks and many more smaller networks. Nearly all stations also provide content through digital platforms including a local station website and one or more digital apps. For more information about our stations please visit our corporate website at www.gray.tv.
Our network affiliations include the Big Four networks and many more smaller networks. Nearly all stations also provide content through digital platforms including a local station website and one or more digital apps and/or Free Ad-Supported Television (“FAST”) channels. For more information about our stations please visit our corporate website at www.graymedia.com .
However, the FCC previously requested comment on whether local news service agreements and/or shared services agreements should be considered attributable for purposes of applying the media ownership rules.
However, the FCC previously requested comment on whether local news service agreements and/or shared services agreements should be considered attributable for purposes of applying the media ownership rules, and the FCC has recently provided additional scrutiny to such arrangements.
We also believe that our local market leadership positions help us in negotiating more beneficial terms in our major network affiliation agreements, which currently expire at various dates through January 1, 2026, and in our syndicated programming agreements.
We also believe that our local market leadership positions help us in negotiating more beneficial terms in our major network affiliation agreements which currently expire at various dates through December 31, 2028, as well as our syndicated programming and local sports programming agreements.
We believe that our market leadership position provides additional negotiating leverage that enables us to lower, on a relative basis, our syndicated programming costs. We are pursuing opportunities to use spectrum more efficiently for content and sales by transitioning our stations to the new transmission standard called NextGen TV. Further Strengthen our Balance Sheet.
Historically, we have closely managed costs to maintain and improve our margins. We believe that our market leadership position provides additional negotiating leverage that enables us to lower, on a relative basis, our programming costs. We are pursuing opportunities to use spectrum more efficiently for content and sales by transitioning our stations to NextGen TV. Further Strengthen our Balance Sheet.
We also own video program companies Raycom Sports, Tupelo Media Group, PowerNation Studios, as well as the studio production facilities Assembly Atlanta and Third Rail Studios. Our operating revenues are derived primarily from broadcast and internet advertising and from retransmission consent fees.
Our additional media properties include video production companies Raycom Sports, Tupelo Media Group, and PowerNation Studios, and studio production facilities Assembly Atlanta and Third Rail Studios. 3 Our operating revenues are derived primarily from broadcast and digital advertising and from retransmission consent fees.
As we strive to deliver high-quality products and services that exceed expectations, we embrace the unique perspectives and experiences of our employees and partners and the communities we serve. We are striving to enhance diversity at every level of our organization, including among our senior leaders. ● Focusing on a safe and healthy workplace.
As we strive to deliver high-quality products and services that exceed expectations, we embrace the unique perspectives and experiences of our employees and partners and the communities we serve. ● Focusing on a safe and healthy workplace. We value our employees and are committed to providing a safe and healthy workplace.
Item 1. BUSINESS In this annual report on Form 10-K (“Annual Report”), unless otherwise indicated or the context otherwise requires, the words “Gray,” “the Company,” “we,” “us,” and “our” refer to Gray Television, Inc. and its consolidated subsidiaries.
As such, in this Annual Report, unless otherwise indicated or the context otherwise requires, the words “Gray,” “Gray Media,” “the Company,” “we,” “us,” and “our” refer to Gray Media, Inc. and its consolidated subsidiaries.
We are the nation’s largest owner of top-rated local television stations and digital assets in the United States. Our television stations serve 113 television markets that collectively reach approximately 36 percent of US television households. This portfolio includes 79 markets with the top-rated television station and 102 markets with the first and/or second highest rated television station.
We are the nation’s largest owner of top-rated local television stations and digital assets in the United States. Our television stations serve 113 television markets that collectively reach approximately 37% of US television households.
Each DMA is an exclusive geographic area consisting of all counties (and in some cases, portions of counties) in which the home-market commercial television stations receive the greatest percentage of total viewing hours. Television station revenue is derived primarily from local, regional and national advertising revenue (together, but excluding political advertising revenue, “Core”) and retransmission consent fees.
Each DMA is an exclusive geographic area consisting of all counties (and in some cases, portions of counties) in which the home-market commercial television stations receive the greatest percentage of total viewing hours.
For more information regarding acquisition transactions, see Note 3 “Acquisitions and Divestitures” of our audited consolidated financial statements included elsewhere herein. Stations Our television stations serve local communities across the country.
For more information regarding our payment, refinancing and debt purchase activities, see Note 4 “Long-term Debt” of our audited consolidated financial statements included herein. Stations Our television stations serve local communities across the country.
Television station revenue is also derived to a much lesser extent from studio and tower space rental fees and production activities.
Television station revenue is derived primarily from local, regional and national advertising revenue, including digital advertising revenue, (together, but excluding political advertising revenue, “Core”) and retransmission consent fees. Television station revenue is also derived to a much lesser extent from studio and tower space rental fees and production activities.
The information on our website is not incorporated by reference or part of this or any other report we file with or furnish to the Securities and Exchange Commission (“SEC”).
Our executive offices are located at 4370 Peachtree Road, NE, Atlanta, Georgia 30319, and our telephone number at that location is (404) 504-9828. Our website address is http://www.graymedia.com. The information on our website is not incorporated by reference or part of this or any other report we file with or furnish to the Securities and Exchange Commission (“SEC”).
During the last several years, we have leveraged our strong cash flow and efficient operating model to grow our diverse national footprint. In 2023 and 2022, we made net principal payments totaling $310 million and $315 million reducing the balance outstanding under our Senior Credit Facility including both voluntary and required payments.
During the last several years, we have leveraged our strong cash flow and efficient operating model to grow our diverse national footprint.
Corporate Information Gray Television, Inc. is a Georgia corporation, incorporated in 1897 initially to publish the Albany Herald in Albany, Georgia. We entered the broadcast industry in 1953. Our executive offices are located at 4370 Peachtree Road, NE, Atlanta, Georgia 30319, and our telephone number at that location is (404) 504-9828. Our website address is http://www.gray.tv.
We consider our relations with our employees to be good. Corporate Information Gray Media, Inc. is a Georgia corporation, incorporated in 1897 initially to publish the Albany Herald in Albany, Georgia. We entered the broadcast industry in 1953.
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Advertising rates can also be determined in part by the station’s ratings and market share among particular demographic groups that an advertiser may be targeting. Because broadcast stations rely on advertising revenues, they are sensitive to cyclical changes in the economy.
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Item 1. BUSINESS On January 1, 2025, we changed our corporate name from Gray Television, Inc. to Gray Media, Inc. We will not distinguish between our prior and current corporate name and will refer to our current corporate name throughout this Annual Report.
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In 2021 and in other recent years, we acted to improve the terms of our debt by amending or replacing our long-term debt to secure favorable terms while interest rates were at historically low levels. During 2021, we completed the acquisition of all the equity interests of Meredith Corporation (“Meredith”) and of Quincy Media, Inc.
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This portfolio includes 78 markets with the top-rated television station and 99 markets with the first and/or second highest rated television station, as well as the largest Telemundo Affiliate group with 44 markets totaling over 1.5 million Hispanic TV Households.
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(“Quincy”), and other transactions including divestitures resulting from the Meredith and Quincy acquisitions (collectively, the “2021 Acquisitions”) using a financing plan composed of our cash on hand, attractively priced fixed rate debt, proceeds from divestitures, and amended our Senior Credit Facility. We continually evaluate opportunities to improve our balance sheet.
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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.
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Employees As of February 16, 2024, we had 9,374 full-time employees and 549 part-time employees, of which 527 full-time and 23 part-time employees at 12 stations were represented by various unions. We consider our relations with our employees to be good.
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In 2024 and 2023, we made net principal payments totaling $520 million and $310 million reducing the balance outstanding under our Senior Credit Agreement and Senior Notes (in each case as defined below), including both voluntary and required payments, strategic refinancing activities as well as open-market purchases of portions of our debt at prices below the face value of the instruments purchased.
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A proposal adopted in January 2025 will require MVPDs to report to the FCC any service disruptions resulting from failed retransmission consent negotiations that last longer than 24 hours.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSecond, the FCC modified its methodology for determining a station’s audience share for purposes of the top-four prohibition (and failing station waiver requests) to (i) consider audience share data over a 12-month period immediately preceding the date the application is filed, (ii) expanding the relevant daypart for audience share data significantly, and (iii) requiring the inclusion of audience share data for all free-to-consumer, non-simulcast multicast streams. 26 In November 2022, the FCC issued a Forfeiture Order finding that Gray’s acquisition of CBS programming from another broadcaster in the Anchorage market for Gray’s station KYES-TV was inconsistent with the local television ownership rule’s “top-four” prohibition given Gray’s ownership of KTUU-TV in the same market (a top-four ranked station) and imposed a fine of $518,283.
Biggest changeSecond, the FCC modified its methodology for determining a station’s audience share for purposes of the top-four prohibition (and failing station waiver requests) to (i) consider audience share data over a 12-month period immediately preceding the date the application is filed, (ii) expanding the relevant daypart for audience share data significantly, and (iii) requiring the inclusion of audience share data for all free-to-consumer, non-simulcast multicast streams.
These covenants place, or will place, restrictions on our ability to, among other things: ● incur additional debt, subject to certain limitations; ● declare or pay dividends, redeem stock or make other distributions to stockholders; 21 ● make investments or acquisitions; ● create liens or use assets as security in other transactions; ● issue guarantees; ● merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets; ● amend our articles of incorporation or bylaws; ● engage in transactions with affiliates; and ● purchase, sell or transfer certain assets.
These covenants place, or will place, restrictions on our ability to, among other things: ● incur additional debt, subject to certain limitations; ● declare or pay dividends, redeem stock or make other distributions to stockholders; ● make investments or acquisitions; ● create liens or use assets as security in other transactions; ● issue guarantees; ● merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets; ● amend our articles of incorporation or bylaws; ● engage in transactions with affiliates; and ● purchase, sell or transfer certain assets.
As a result of their significant stockholdings and positions on the Board of Directors, the Howell-Robinson Family is able to exert significant influence over our policies and management, potentially in a manner which may not be consistent with the interests of our other stockholders. 25 Risks Related to Regulatory Matters Federal broadcasting industry regulations limit our operating flexibility.
As a result of their significant stockholdings and positions on the Board of Directors, the Howell-Robinson Family is able to exert significant influence over our policies and management, potentially in a manner which may not be consistent with the interests of our other stockholders. Risks Related to Regulatory Matters Federal broadcasting industry regulations limit our operating flexibility.
The FCC’s ownership rules generally prohibit us from acquiring an “attributable interest” in two television stations that are located in the same market unless at least one of the stations is not ranked among the top-four stations in the market (the “top-four” prohibition). In December 2023, the FCC adopted two modifications to the top-four prohibition that make it more restrictive.
The FCC’s ownership rules generally prohibit us from acquiring an “attributable interest” in two television stations that are located in the same market unless at least one of the stations is not ranked among the top-four stations in the market (the “top-four” prohibition). 26 In December 2023, the FCC adopted two modifications to the top-four prohibition that make it more restrictive.
In addition, any future decreases in the discount rate used to determine pension obligations could result in an increase in the valuation of pension obligations, which could affect the reported funding status of our pension plans and future contributions. 23 Risks Related to the Ownership of Our Equity Securities The price and trading volume of our equity securities may be volatile.
In addition, any future decreases in the discount rate used to determine pension obligations could result in an increase in the valuation of pension obligations, which could affect the reported funding status of our pension plans and future contributions. Risks Related to the Ownership of Our Equity Securities The price and trading volume of our equity securities may be volatile.
Our ability to maintain and increase this advertising revenue is largely dependent upon the number of users actively visiting the internet sites, digital apps, and platforms and our arrangements that allow us to sell and service such inventory.
Our ability to maintain and increase this advertising revenue is largely dependent upon the number of users actively visiting the digital sites, digital apps, and platforms and our arrangements that allow us to sell and service such inventory.
Any of these restrictions and limitations could make it more difficult for us to execute our business strategy. The Existing Indentures and our Senior Credit Facility require us to comply with certain financial ratios or other covenants; our failure to do so would result in a default thereunder, which would have a material adverse effect on us.
Any of these restrictions and limitations could make it more difficult for us to execute our business strategy. The Existing Indentures and our Senior Credit Agreement require us to comply with certain financial ratios or other covenants; our failure to do so would result in a default thereunder, which would have a material adverse effect on us.
Upon a default under any of our debt agreements, the lenders or debtholders thereunder could have the right to declare all amounts outstanding, together with accrued and unpaid interest, to be immediately due and payable, which could, in turn, trigger defaults under other debt obligations and could result in the termination of commitments of the lenders to make further extensions of credit under our Senior Credit Facility.
Upon a default under any of our debt agreements, the lenders or debtholders thereunder could have the right to declare all amounts outstanding, together with accrued and unpaid interest, to be immediately due and payable, which could, in turn, trigger defaults under other debt obligations and could result in the termination of commitments of the lenders to make further extensions of credit under our Senior Credit Agreement.
The cases have been consolidated in a single multidistrict litigation in the District Court for the Northern District of Illinois and the plaintiffs’ operative complaint alleges price fixing and unlawful information exchange among the defendants’ advertisement sales teams. We are unable to predict the outcome of these proceedings. For more information on these proceedings, see “Item 3. Legal Proceedings.”
The cases have been consolidated in a single multidistrict litigation in the District Court for the Northern District of Illinois and the plaintiffs’ operative complaint alleges price fixing and unlawful information exchange among the defendants’ advertisement sales teams. We are unable to predict the outcome of these proceedings. For more information on these proceedings, see “Item 3.
Although no single customer represented more than 5% of our broadcast advertising revenue for the years ended December 31, 2023 and 2022, we derived a material portion of non-political broadcast advertising revenue from advertisers in a limited number of industries, particularly the services sector, comprising financial, legal and medical advertisers, and the automotive industry.
Although no single customer represented more than 5% of our broadcast advertising revenue for the years ended December 31, 2024 and 2023, we derived a material portion of non-political broadcast advertising revenue from advertisers in a limited number of industries, particularly the services sector, comprising financial, legal and medical advertisers, and the automotive industry.
For the years ended December 31, 2023 and 2022, we derived approximately 2% and 14%, respectively, of our total revenue from political broadcast advertisers. If political broadcast advertising revenues declined, especially in an even-numbered year, our results of operations and financial condition could also be materially adversely affected.
For the years ended December 31, 2024 and 2023, we derived approximately 14% and 2%, respectively, of our total revenue from political broadcast advertisers. If political broadcast advertising revenues declined, especially in an even-numbered year, our results of operations and financial condition could also be materially adversely affected.
We cannot assure you that our business will generate cash flow from operations, that future borrowings will be available to us under our Senior Credit Facility or any other credit facilities, or that we will be able to complete any necessary financings, in amounts sufficient to enable us to fund our operations or pay our debts and other obligations, or to fund other liquidity needs.
We cannot assure you that our business will generate cash flow from operations, that future borrowings will be available to us under our Senior Credit Agreement or any other credit facilities, or that we will be able to complete any necessary financings, in amounts sufficient to enable us to fund our operations or pay our debts and other obligations, or to fund other liquidity needs.
We are required to comply with certain financial or other covenants under the Existing Indentures and our Senior Credit Facility. Our ability to comply with these requirements may be affected by events affecting our business, but beyond our control, including prevailing general economic, financial and industry conditions.
We are required to comply with certain financial or other covenants under the Existing Indentures and our Senior Credit Agreement. Our ability to comply with these requirements may be affected by events affecting our business, but beyond our control, including prevailing general economic, financial and industry conditions.
These covenants could have an adverse effect on us by limiting our ability to take advantage of financing, investment, acquisition or other corporate opportunities. The breach of any of these covenants or restrictions could result in a default under the Existing Indentures or our Senior Credit Facility.
These covenants could have an adverse effect on us by limiting our ability to take advantage of financing, investment, acquisition or other corporate opportunities. The breach of any of these covenants or restrictions could result in a default under the Existing Indentures or our Senior Credit Agreement.
The timing and amount of any future dividend is at the discretion of our Board of Directors, and they may be subject to limitations or restrictions in our Senior Credit Facility and other financing agreements, including our Series A Perpetual Preferred Stock, we may be, or become, party to.
The timing and amount of any future dividend is at the discretion of our Board of Directors, and they may be subject to limitations or restrictions in our Senior Credit Agreement and other financing agreements, including our Series A Perpetual Preferred Stock, we may be, or become, party to.
We are required to pay aggregate fees in connection with the interest rate caps of approximately $34 million that is due and payable at maturity on December 31, 2025. In 2023, we received $4 million of cash payments from the counterparties that we reclassify to reduce interest expense from the interest rate caps in our consolidated statement of operations.
We are required to pay aggregate fees in connection with the interest rate caps of approximately $34 million that is due and payable at maturity on December 31, 2025. We received $6 million and $4 million of cash payments from the counterparties 2024 and 2023, respectively, that we reclassify to reduce interest expense in our consolidated statement of operations.
During the years ended December 31, 2023, 2022 and 2021 approximately 20%, 17% and 17%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers.
During the years ended December 31, 2024, 2023 and 2022 approximately 20%, 20% and 17%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers.
As of December 31, 2023, the book value of our broadcast licenses was $5.3 billion and the book value of our goodwill was $2.6 billion, in comparison to total assets of $10.6 billion.
As of December 31, 2024, the book value of our broadcast licenses was $5.3 billion and the book value of our goodwill was $2.6 billion, in comparison to total assets of $10.5 billion.
Notwithstanding that the Gray Pension Plan is frozen with regard to any future benefit accruals, the funded status of our pension plans is dependent upon many factors, including returns on invested assets, the level of certain market interest rates and the discount rate used to determine pension obligations.
We have funded obligations under our defined benefit pension plans. Notwithstanding that the Gray Pension Plan is frozen with regard to any future benefit accruals, the funded status of our pension plans is dependent upon many factors, including returns on invested assets, the level of certain market interest rates and the discount rate used to determine pension obligations.
Some of the factors that could cause fluctuation in the stock price or trading volume of our equity securities include: ● general market and economic conditions and market trends, including in the television broadcast industry and the financial markets generally, including levels of key interest rates; ● the political, economic and social situation in the United States; ● actual or anticipated variations in operating results, including audience share ratings and financial results; ● inability to meet projections in revenue; ● announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments or other business developments; ● technological innovations in the television broadcast industry; ● adoption of new accounting standards affecting our industry; ● operations of competitors and the performance of competitors’ common stock; ● litigation or governmental action involving or affecting us or our subsidiaries; ● changes in financial estimates and recommendations by securities analysts; ● recruitment or departure of key personnel; ● purchases or sales of blocks of our common stock; and ● operating and stock performance of the companies that investors may consider to be comparable.
Some of the factors that could cause fluctuation in the stock price or trading volume of our equity securities include: ● general market and economic conditions and market trends, including in the television broadcast industry and the financial markets generally, including levels of key interest rates; ● the political, economic and social situation in the United States; ● actual or anticipated variations in operating results, including audience share ratings and financial results; ● inability to meet projections in revenue; ● announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments or other business developments; ● technological innovations in the television broadcast industry; ● adoption of new accounting standards affecting our industry; ● operations of competitors and the performance of competitors’ common stock; ● litigation or governmental action involving or affecting us or our subsidiaries; ● changes in financial estimates and recommendations by securities analysts; ● recruitment or departure of key personnel; ● purchases or sales of blocks of our common stock; and ● operating and stock performance of the companies that investors may consider to be comparable. 24 There can be no assurance that the price of our equity securities will not fluctuate or decline significantly.
The services sector has become an increasingly important source of advertising revenue over the past few years. During the years ended December 31, 2023, 2022 and 2021 approximately 27%, 28% and 29%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector.
The services sector has become an increasingly important source of advertising revenue over the past few years. During the years ended December 31, 2024, 2023 and 2022 approximately 23%, 27% and 28%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector.
These rule changes will take effect in March, 2024. First, the FCC extended the top-four prohibition to low power television (“LPTV”) stations and multicast streams.
These rule changes took effect in March 2024. First, the FCC extended the top-four prohibition to low power television (“LPTV”) stations and multicast streams.
Item 1A. RISK FACTORS In addition to the other information contained in, incorporated by reference into or otherwise referred to in this annual report on Form 10-K, you should consider carefully the following factors when evaluating our business.
Item 1A. RISK FACTORS In addition to the other information contained in, incorporated by reference into or otherwise referred to in this Annual Report, you should consider carefully the following factors when evaluating our business.
The interest rate caps protect us against adverse fluctuations in interest rates by reducing our exposure to variability in cash flows on a portion of our variable-rate debt. The interest rate caps effectively limit the annual interest charged on our Senior Credit Facility’s current term loans to a maximum of 1-month Term SOFR of 4.97% and 5.015%.
The interest rate caps protect us against adverse fluctuations in interest rates by reducing our exposure to variability in cash flows on a portion of our variable-rate debt. The interest rate caps effectively limit the annual interest charged on our Senior Credit Agreement’s current term loans to a maximum of 1-month Term SOFR of 4.96% and 5.047%.
Continued uncertain financial and economic conditions may have an adverse impact on our business, results of operations or financial condition. Financial and economic conditions continue to be uncertain over the longer term and the continuation or worsening of such conditions could reduce consumer confidence and have an adverse effect on our business, results of operations and/or financial condition.
Uncertain financial and economic conditions may have an adverse impact on our business, results of operations or financial condition. Uncertainty of financial and economic conditions over the longer term and the continuation or worsening of such conditions could reduce consumer confidence and have an adverse effect on our business, results of operations and/or financial condition.
Our inability or failure to broadcast popular programs, or otherwise maintain viewership for any reason, including as a result of increases in programming alternatives, or our loss of advertising due to technological changes, could result in a lessening of advertisers, or a reduction in the amount advertisers are willing to pay us to advertise, which could have a material adverse effect on our business, financial condition and results of operations.
Our inability or failure to broadcast popular programs, or otherwise maintain viewership for any reason, including as a result of increases in programming alternatives, or our loss of advertising due to technological changes, could result in a lessening of advertisers, or a reduction in the amount advertisers are willing to pay us to advertise, which could have a material adverse effect on our business, financial condition and results of operations. 20 Risks Related to Our Indebtedness We have substantial debt and have the ability to incur significant additional debt.
While we have experienced a cybersecurity incident in the past, and may experience additional cybersecurity incidents in the future, we are not aware of any cybersecurity incident having a material adverse effect on our business, results of operations or financial condition to date.
While we have experienced cybersecurity incidents in the past, and may experience additional cybersecurity incidents in the future, we are not aware of any cybersecurity incident having a material adverse effect on our business, results of operations or financial condition to date. However, there can be no assurance that we will not experience future cybersecurity incidents that may be material.
If we are unable to implement one or more of these alternatives, we may not be able to service our debt or other obligations, which could result in us being in default thereon, in which circumstances our lenders could cease making loans to us, and lenders or other holders of our debt could accelerate and declare due all outstanding obligations due under the respective agreements, which could have a material adverse effect on us.
If we are unable to implement one or more of these alternatives, we may not be able to service our debt or other obligations, which could result in us being in default thereon, in which circumstances our lenders could cease making loans to us, and lenders or other holders of our debt could accelerate and declare due all outstanding obligations due under the respective agreements, which could have a material adverse effect on us. 21 The agreements governing our various debt obligations impose restrictions on our operations and limit our ability to undertake certain corporate actions.
The terms of the indenture (the “2031 Notes Indenture”) governing our outstanding 5.375% senior notes due 2031 (the “2031 Notes”), the indenture (the “2030 Notes Indenture”) governing our outstanding 4.750% senior notes due 2030 (the “2030 Notes”), the indenture (the “2027 Notes Indenture”) governing our outstanding 7.0% senior notes due 2027 (the “2027 Notes”) and the indenture (the “2026 Notes Indenture”) governing our outstanding 5.875% senior notes due 2026 (the “2026 Notes”) and, together with the 2031 Notes Indenture, the 2030 Notes Indenture and the 2027 Notes Indenture, the “Existing Indentures” or the “Indentures” also permit us to incur additional indebtedness, subject to our ability to meet certain borrowing conditions. 20 Our substantial debt may have important consequences.
The terms of the indenture (the “2031 Notes Indenture”) governing our outstanding 5.375% senior notes due 2031 (the “2031 Notes”), the indenture (the “2030 Notes Indenture”) governing our outstanding 4.750% senior notes due 2030 (the “2030 Notes”), the indenture (the “2029 Notes Indenture”) governing our outstanding 10.5% senior secured first lien notes due 2029 (the “2029 Notes”), the indenture (the “2027 Notes Indenture”) governing our outstanding 7.0% senior notes due 2027 (the “2027 Notes”) and the indenture (the “2026 Notes Indenture”) governing our outstanding 5.875% senior notes due 2026 (the “2026 Notes” and, together with the 2031 Notes Indenture, the 2030 Notes Indenture, the 2029 Notes Indenture, the 2027 Notes Indenture and the 2026 Notes Indenture, the “Existing Indentures” or the “Indentures”) also permit us to incur additional indebtedness, subject to our ability to meet certain borrowing conditions.
However, there can be no assurance that we will not experience future cybersecurity incidents that may be material. Although we have systems and processes in place to try to protect against risks associated with cybersecurity incidents in the future, depending on the nature of an cybersecurity incident, these protections may not be fully sufficient.
Although we have systems and processes in place to try to protect against risks associated with cybersecurity incidents in the future, depending on the nature of an cybersecurity incident, these protections may not be fully sufficient.
In December 2017, the FCC issued an NPRM seeking comment on whether it should modify or eliminate the national cap, including the UHF Discount. This proceeding remains pending. This rule may constrain our ability to expand through additional station acquisitions.
In December 2017, the FCC issued an NPRM seeking comment on whether it should modify or eliminate the national cap, including the UHF Discount. This proceeding remains pending. This rule may constrain our ability to expand through additional station acquisitions. Currently our station portfolio reaches approximately 37% of total United States television households.
A cybersecurity incident may not be detected until well after it occurs and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered. 19 Industry Risks We operate in a highly competitive environment.
A cybersecurity incident may not be detected until well after it occurs and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered.
Each affiliation agreement provides the affiliated station with the right to broadcast all programs transmitted by the affiliated network during the term of the related agreement. Our affiliation agreements generally expire at various dates between year-end 2024 and January 1, 2026 (with respect to Big Four networks).
Each affiliation agreement provides the affiliated station with the right to broadcast all programs transmitted by the affiliated network during the term of the related agreement. Our affiliation agreements generally expire at various dates through December 31, 2028 (with respect to Big Four networks).
If we are subject to a cybersecurity incident, it could result in business interruption, disclosure of nonpublic information, decreased advertising revenues, misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, litigation or investigations, financial consequences and reputational damage adversely affecting customer or investor confidence, among other things, any or all of which could materially adversely affect our business.
If we are subject to a cybersecurity incident or a similar attack, it could result in business interruption, disclosure of nonpublic information, alteration or corruption of data or systems, decreased advertising revenues, misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, litigation or investigations, including individual claims or consumer class actions, commercial litigation, administrative, and civil or criminal investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation costs, financial consequences and reputational damage adversely affecting customer or investor confidence, among other things, any or all of which could materially adversely affect our business.
Any default resulting in an acceleration of outstanding indebtedness, a termination of commitments under our financing arrangements or lenders proceeding against the collateral securing such indebtedness would likely result in a material adverse effect on our business, financial condition and results of operations.
Any default resulting in an acceleration of outstanding indebtedness, a termination of commitments under our financing arrangements or lenders proceeding against the collateral securing such indebtedness would likely result in a material adverse effect on our business, financial condition and results of operations. 22 Our variable rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly.
Cybersecurity incidents impacting our information technology infrastructure or those of our third-party service providers could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer. We rely on technology and data owned or controlled by us or our third-party service providers in substantially all aspects of our business operations.
Increased cybersecurity threats, attacks, and cybersecurity incidents impacting our information technology infrastructure or those of our third-party service providers could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer.
Holders of our Class A common stock have the right to 10 votes per share on all matters to be voted on by our stockholders and, consequently, the ability to exert significant influence over us.
The terms of any such preferred stock, if issued, may materially adversely affect the dividend and liquidation rights of holders of our common stock. 25 Holders of our Class A common stock have the right to 10 votes per share on all matters to be voted on by our stockholders and, consequently, the ability to exert significant influence over us.
Various governmental agencies, including the DOJ, have authority to enforce the antitrust laws of the United States in the broadcast television industry. The DOJ has increased its enforcement activities within the industry.
The Company is subject to governmental oversight regarding compliance with antitrust law as well as related civil litigation. Various governmental agencies, including the DOJ, have authority to enforce the antitrust laws of the United States in the broadcast television industry. The DOJ has increased its enforcement activities within the industry.
During 2023, as a result of the bankruptcy of Diamond Sports Group, LLC (“Diamond”), our production companies segment recorded a non-cash charge of $43 million, for impairment of goodwill and other intangible assets. Also, during the years ended December 31, 2023 and 2022, we have recognized impairment charges of $29 million and $18 million, respectively, related to investments.
During 2023, as a result of the bankruptcy of Diamond Sports Group, LLC (“Diamond”), our production companies segment recorded a non-cash charge of $43 million, for impairment of goodwill and other intangible assets.
(the “Raycom Merger”), our Articles allow our Board of Directors to issue up to 20 million shares of preferred stock and set forth the terms of such preferred stock. The terms of any such preferred stock, if issued, may materially adversely affect the dividend and liquidation rights of holders of our common stock.
(the “Raycom Merger”), our Articles allow our Board of Directors to issue up to 20 million shares of preferred stock and set forth the terms of such preferred stock.
Our revenues are increasingly dependent on digital products and access to systems and data. Such use exposes us to cybersecurity threats arising from a variety of causes, including from deliberate attacks or unintentional events.
We rely on technology and data owned or controlled by us or our third-party service providers in substantially all aspects of our business operations. Our revenues are increasingly dependent on digital products and access to systems and data. Such use exposes us to cybersecurity threats arising from a variety of causes and forms, including from deliberate attacks or unintentional events.
To the extent a potential investor ascribes value to a dividend paying stock, the value of our stock may be correspondingly affected. Our Board of Directors reinstated a cash or stock dividend on both classes of our common stock beginning in the first quarter of 2021.
Our Board of Directors reinstated a cash or stock dividend on both classes of our common stock beginning in the first quarter of 2021.
Over the past several years, the FCC has increased its enforcement efforts regarding broadcast indecency and profanity and the statutory maximum fine for broadcasting indecent material is nearly $500,000 per incident, up to a maximum of more than $4 million for a continuing violation.
The FCC has pursued several enforcement matters regarding broadcast indecency and profanity and the statutory maximum fine for broadcasting indecent material is approximately $0.5 million per incident, up to a maximum of approximately $4.7 million for a continuing violation.
Our defined benefit pension plan obligations are currently funded, however, if certain factors worsen, we may have to make significant cash payments, which could reduce the cash available for our business. We have funded obligations under our defined benefit pension plans.
If we are unable to obtain sufficient funds from our subsidiaries to fund our obligations, our financial condition and ability to meet our obligations may be materially adversely affected. 23 Our defined benefit pension plan obligations are currently funded, however, if certain factors worsen, we may have to make significant cash payments, which could reduce the cash available for our business.
If the rates on which our borrowings are based were to increase from current levels, our debt service obligations on our variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash available to service our other obligations would decrease. 22 To partially mitigate this risk, we have entered into interest rate caps pursuant to an International Swaps and Derivatives Association ("ISDA") Master Agreement with two counterparties.
If the rates on which our borrowings are based were to increase from current levels, our debt service obligations on our variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash available to service our other obligations would decrease.
Currently, we have a $6.2 billion in aggregate principal amount of outstanding indebtedness, excluding intercompany debt and deferred financing costs. Subject to our ability to meet certain borrowing conditions under our Fifth Amended and Restated Credit Agreement (the “Senior Credit Facility”), we have the ability to incur significant additional debt, including secured debt under our $625 million revolving credit facility.
Subject to our ability to meet certain borrowing conditions under our Fifth Amended and Restated Credit Agreement (the “Senior Credit Agreement”), we have the ability to incur significant additional debt, including secured debt under our $680 million revolving credit facility.
Furthermore, stockholders may initiate securities class action lawsuits if the market price of our equity securities were to decline significantly, which may cause us to incur substantial costs and could divert the time and attention of our management. 24 We currently pay cash dividends on our common stock and Class A common stock but this is subject to approval by our Board each quarter.
Stock price volatility might be worse if the trading volume of shares of our equity securities is low. Furthermore, stockholders may initiate securities class action lawsuits if the market price of our equity securities were to decline significantly, which may cause us to incur substantial costs and could divert the time and attention of our management.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly. Borrowings under our Senior Credit Facility are at variable rates of interest and expose us to interest rate risk.
Borrowings under our Senior Credit Agreement are at variable rates of interest and expose us to interest rate risk.
The agreements governing our various debt obligations impose restrictions on our operations and limit our ability to undertake certain corporate actions. The agreements governing our various debt obligations, including our Senior Credit Facility and the Existing Indentures, include covenants imposing significant restrictions on our operations.
The agreements governing our various debt obligations, including our Senior Credit Agreement and the Existing Indentures, include covenants imposing significant restrictions on our operations. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise.
Risks Related to Our Indebtedness We have substantial debt and have the ability to incur significant additional debt. The principal and interest payment obligations on such debt may restrict our future operations and impair our ability to meet our long-term obligations.
The principal and interest payment obligations on such debt may restrict our future operations and impair our ability to meet our long-term obligations. Currently, we have a $5.7 billion in aggregate principal amount of outstanding indebtedness, excluding intercompany debt and deferred financing costs.
Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including the occurrence of one or more of the following risk factors. 13 Risks Related to Our Business Operating Risks The success of our business is dependent upon advertising revenues, which are seasonal and cyclical, and also fluctuate as a result of a number of factors, some of which are beyond our control.
Risks Related to Our Business Operating Risks The success of our business is dependent upon advertising revenues, which are seasonal and cyclical, and also fluctuate as a result of a number of factors, some of which are beyond our control. Our main source of revenue is the sale of advertising time and space.
These cybersecurity incidents could include, but are not limited to, unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, data corruption or operational disruption.
These attacks and incidents can also include employee or personnel failures, fraud, phishing or other social engineering attempts or other methods to cause confidential information, payments, account access or access credentials, or other data to be transmitted to an unintended recipient, and attempts to gain unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, data corruption or operational disruption.
This annual report on Form 10-K also contains and incorporates by reference forward-looking statements that involve risks and uncertainties.
This Annual Report also contains and incorporates, by reference, forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including the occurrence of one or more of the following risk factors.
Payments by our subsidiaries are also contingent upon the subsidiaries’ earnings. If we are unable to obtain sufficient funds from our subsidiaries to fund our obligations, our financial condition and ability to meet our obligations may be materially adversely affected.
Payments by our subsidiaries are also contingent upon the subsidiaries’ earnings.
Removed
Our main source of revenue is the sale of advertising time and space.
Added
These cybersecurity incidents and similar attacks could include, but are not limited to, the deployment of harmful malware or ransomware, denial-of-services attacks, and other attacks, which may affect business continuity and threaten the availability, confidentiality and integrity of our systems and information.
Removed
These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise.
Added
Cybersecurity threat actors also may attempt to exploit vulnerabilities through software including that is software commonly used by companies in cloud-based services and bundled software.
Removed
There can be no assurance that the price of our equity securities will not fluctuate or decline significantly.
Added
Although we maintain a cyber insurance policy, there is no guarantee that such coverage will be sufficient to address costs, liabilities and damages we may incur in connection with a cybersecurity incident or that such coverage will continue to be available on commercially reasonable terms or at all. 19 Industry Risks We operate in a highly competitive environment.
Removed
Stock price volatility might be worse if the trading volume of shares of our equity securities is low.
Added
To partially mitigate this risk, we have entered into interest rate caps pursuant to an International Swaps and Derivatives Association ("ISDA") Master Agreement with two counterparties in an aggregate notional amount of $1.9 billion.
Removed
Currently our station portfolio reaches approximately 36% of total United States television households, or after applying the UHF discount approximately 25% of total United States television households. The Company is subject to governmental oversight regarding compliance with antitrust law as well as related civil litigation.
Added
In January 2025, we received a cash payment of $4 million in settlement of our claim in the Diamond plan of reorganization that was confirmed on November 14, 2024. Also, during the years ended December 31, 2024 and 2023, we have recognized impairment charges of $25 million and $29 million, respectively, related to investments.
Added
We currently pay cash dividends on our common stock and Class A common stock but this is subject to approval by our Board each quarter. To the extent a potential investor ascribes value to a dividend paying stock, the value of our stock may be correspondingly affected.
Added
In November 2022, the FCC issued a Forfeiture Order finding that Gray’s acquisition of CBS programming from another broadcaster in the Anchorage market for Gray’s station KYES-TV was inconsistent with the local television ownership rule’s “top-four” prohibition given Gray’s ownership of KTUU-TV in the same market (a top-four ranked station) and imposed a fine of $0.5 million.
Added
Legal Proceedings.” 27 Item 1B. UNRESOLVED STAFF COMMENTS None.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+0 added−1 removed12 unchanged
Biggest changeTo date, no cybersecurity incident or attack, or any risk from cybersecurity threats, has materially affected or has been determined to be reasonably likely to materially affect the Company or our business strategy, results of operations, or financial condition.
Biggest changeTo date, no risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or have been determined to be reasonably likely to materially affect the Company or our business strategy, results of operations, or financial condition.
In addition, the Audit Committee and the Board consider risk-related matters on an ongoing basis in connection with deliberations regarding specific transactions and issues. 28 The Cybersecurity Incident Response Team (“CIRT”), which is led by the CTO, is responsible for the prevention, detection, mitigation, and remediation of cybersecurity incidents and conducts primary incident response efforts.
In addition, the Audit Committee and the Board consider risk-related matters on an ongoing basis in connection with deliberations regarding specific transactions and issues. The Cybersecurity Incident Response Team (“CIRT”), which is led by the CTO, is responsible for the prevention, detection, mitigation, and remediation of cybersecurity incidents and conducts primary incident response efforts.
For additional information regarding the risks from cybersecurity threats we face, see the section captioned “Operating Risks – Disruptions or security breaches of our information technology infrastructure could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer” within Part I, Item 1A. “Risk Factors”.
For additional information regarding the risks from cybersecurity threats and incidents we face, see the section captioned “Operating Risks – Disruptions or security breaches of our information technology infrastructure could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer” within Part I, Item 1A.
Governance Management is responsible for the Company’s day-to-day risk management and the Board serves in an oversight role. The Board has empowered the Audit Committee with formal oversight of enterprise risk matters, including with respect to cybersecurity.
“Risk Factors”. 28 Governance Management is responsible for the Company’s day-to-day risk management and the Board serves in an oversight role. The Board has empowered the Audit Committee with formal oversight of enterprise risk matters, including with respect to cybersecurity.
Removed
We have experienced both targeted and non-targeted cybersecurity attacks and incidents in the past that have resulted in unauthorized persons gaining access to limited, non-critical information and systems that were detected by our security processes. Nevertheless, we could in the future experience similar or more severe attacks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe also own Assembly Atlanta, which is a 135-acre real estate complex centered around the studio industry located in the City of Doraville, Georgia. The Assembly Atlanta development includes the 43-acre Assembly Studios complex. The Assembly Studios portion of our Assembly Atlanta project commenced operations in the third quarter of 2023.
Biggest changeWe also own Assembly Atlanta, which is a 135-acre real estate complex centered around the studio industry located in the City of Doraville, Georgia. The Assembly Atlanta development includes the 43-acre Assembly Studios complex.
The studio operations are managed under an operating agreement with NBCUniversal Media, LLC (“NBCU”) through which NBCU will lease and operate the new state-of-the-art studio facilities as well as manage our retained studio facilities at Assembly Studios and the adjacent Third Rail Studios.
The studio operations are managed under an operating agreement with NBCUniversal Media, LLC (“NBCU”) through which NBCU will lease and operate the state-of-the-art studio facilities as well as manage our retained studio facilities at Assembly Studios and the adjacent Third Rail Studios.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

9 edited+3 added−1 removed3 unchanged
Biggest changeLatek , age 53, has served as our Executive Vice President and Chief Legal and Development Officer since February 2016. Prior to that, he served as our Senior Vice President, Business Affairs since July 2013 and as our Vice President for Law and Development from March 2012 to June 2013. Prior to joining Gray, Mr.
Biggest changePrior to that, he served as our Senior Vice President, Business Affairs since July 2013 and as our Vice President for Law and Development from March 2012 to June 2013. Prior to joining Gray, Mr. Latek practiced law in Washington, DC representing television and radio broadcasters and financial institutions in FCC regulatory and transactional matters.
Prior to that, from July 2016 until the closing of the Raycom Merger, he served as Chief Executive Officer and President of Raycom, and served as member on their Board of Directors.
Prior to that, from July 2016 until the closing of the Raycom Merger, he served as Chief Executive Officer and President of Raycom Media, and served as member on their Board of Directors.
Howell, who is a member of our Board of Directors. Previously, Mr. Howell served as a board member of the National Association of Broadcasters and the NBC Affiliate Board. Donald P. LaPlatney , age 64, has served as our President and Co-Chief Executive Officer since January 2, 2019.
Howell, who is a member of our Board of Directors. Previously, Mr. Howell served as a board member of the National Association of Broadcasters and the NBC Affiliate Board. Donald P. LaPlatney , age 65 has served as our President and Co-Chief Executive Officer since January 2, 2019.
He served as our Executive Vice President from September 2002 to August 2008. In addition, he has served as President and Chief Executive Officer of Atlantic American Corporation, an insurance holding company, from 1995 to 2001, and as Chairman of that company since February 2009.
He served as our Executive Vice President from September 2002 to August 2008. In addition, he serves as President and Chief Executive Officer of Atlantic American Corporation, an insurance holding company, and as Chairman of that company since February 2009.
Item 4. MINE SAFETY DISCLOSURES Not applicable. INFORMATION ABOUT OUR EXECUTIVE OFFICERS Set forth below is certain information with respect to our executive officers as of February 16, 2024: Hilton H. Howell, Jr. , age 61, has served as our Executive Chairman and Chief Executive Officer since January 2, 2019. Prior to that, Mr.
Item 4. MINE SAFETY DISCLOSURES Not applicable. INFORMATION ABOUT OUR EXECUTIVE OFFICERS Set forth below is certain information with respect to our executive officers as of February 21, 2025: Hilton H. Howell, Jr. , age 62, has served as our Executive Chairman and Chief Executive Officer since January 2, 2019. Prior to that, Mr.
LaPlatney held various executive positions at The Tube Media Corp., Westwood One, and Raycom Sports. In addition, Mr. LaPlatney serves as a board member of the National Association of Broadcasters. Previously, Mr. LaPlatney served as Chairman of the NBC Affiliate Board. James C.
LaPlatney held various executive positions at The Tube Media Corp., Westwood One, and Raycom Sports. In addition, Mr. LaPlatney serves as Chairman of the Television Board of the National Association of Broadcasters. Previously, Mr. LaPlatney served as Chairman of the NBC Affiliate Board. Jeffrey R.
He has been Executive Vice President and General Counsel of Delta Life Insurance Company and Delta Fire & Casualty Insurance Company since 1991. Mr.
He was Executive Vice President of Delta Life Insurance Company and Delta Fire & Casualty Insurance Company from 1991-2013 and has since served as Chief Executive Officer. Mr. Howell has served as General Counsel of Delta Life and Delta Fire since 1991. Mr.
In early 2019, Ms. Breland joined Gray as a Senior Vice President of Local Media upon Gray’s acquisition of Raycom Media, where she served as a Group Vice President. Ms. Breland has over 30 years of experience in local broadcasting. She is a past member and President of the FOX Affiliate Board of Governors. 30 PART II
Breland joined Gray as a Senior Vice President of Local Media upon Gray’s acquisition of Raycom Media, where she served as a Group Vice President. Ms. Breland has over 30 years of experience in local broadcasting. She serves on the Board of Directors for the Carole Kneeland Project. Ms.
Latek practiced law in Washington, DC representing television and radio broadcasters and financial institutions in FCC regulatory and transactional matters. He is a member and officer of the CBS Affiliate Board and a past member of the FOX Affiliate Board of Governors. Sandra Breland , age 61, has served as our Chief Operating Officer since May 2023.
He is a member and officer of the CBS Affiliate Board and a past member of the FOX Affiliate Board of Governors. 30 Sandra Breland , age 62, has served as our Chief Operating Officer since May 2023. In early 2019, Ms.
Removed
Ryan , age 63, has served as our Chief Financial Officer since October 1998 and as Executive Vice President since February 2016. Prior to that, he was our Senior Vice President from September 2002 to January 2016 and our Vice President from October 1998 to August 2002. Kevin P.
Added
Gignac , age 49, has served as our Executive Vice President since April 2024 and as our Chief Financial Officer since July 2024. Previously, he served as Managing Director and Head of Media & Telecom Investment Banking at Wells Fargo Securities. Prior to that he spent 18 years in leveraged finance, focused on the telecom, media and technology industries.
Added
Prior to Wells Fargo, Jeff worked at Ernst & Young and Arthur Andersen. He holds a BA in Accounting from Michigan State University and is a licensed CPA in the State of Georgia. Kevin P. Latek , age 54, has served as our Executive Vice President and Chief Legal and Development Officer since February 2016.
Added
Breland is past president of the Fox Affiliate Board of Governors and past chairman for the Louisiana Association of Broadcasters. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+1 added−5 removed4 unchanged
Biggest changeAs of 1/1/2019 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 Gray Television, Inc. common stock $ 100 $ 145 $ 121 $ 139 $ 79 $ 65 NYSE Composite Index $ 100 $ 126 $ 134 $ 162 $ 147 $ 167 TV Broadcasting Stations Index $ 100 $ 128 $ 112 $ 138 $ 115 $ 113 32 As of 1/1/2019 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 Gray Television, Inc.
Biggest changeAs of 1/1/2020 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Gray Media, Inc. common stock $ 100 $ 83 $ 95 $ 54 $ 45 $ 17 NYSE Composite Index $ 100 $ 107 $ 129 $ 117 $ 133 $ 154 TV Broadcasting Stations Index $ 100 $ 90 $ 95 $ 74 $ 67 $ 74 32 As of 1/1/2020 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Gray Media, Inc.
In addition, the Senior Credit Facility and our Indentures each contain covenants that could restrict our ability to pay cash dividends on our capital stock, which are currently applicable. See Note 4 “Long-term Debt” of our audited consolidated financial statements included elsewhere herein for a further discussion of restrictions on our ability to pay dividends.
In addition, the Senior Credit Agreement and our Indentures each contain covenants that could restrict our ability to pay cash dividends on our capital stock, which are currently applicable. See Note 4 “Long-term Debt” of our audited consolidated financial statements included elsewhere herein for a further discussion of restrictions on our ability to pay dividends.
The graphs assume the investment of $100 in each of our common stock and the Class A common stock, respectively, the NYSE Composite Index and the TV Broadcasting Stations Index on January 1, 2019. Any dividends are assumed to have been reinvested as paid.
The graphs assume the investment of $100 in each of our common stock and the Class A common stock, respectively, the NYSE Composite Index and the TV Broadcasting Stations Index on January 1, 2020. Any dividends are assumed to have been reinvested as paid.
Shares of the Preferred Stock accrue dividends on the face value in (A) cash at a rate of 8% per annum or, (B) at the Company’s option, in-kind at a rate of 8.5% per annum, as declared by our Board of Directors. 31 Stock Performance Graph The following graphs compare the cumulative total return of our common stock and Class A common stock from January 1, 2019 to December 31, 2023, as compared to the stock market total return indexes for (i) The New York Stock Exchange Composite Index (the “NYSE Composite Index”) and (ii) The New York Stock Exchange Television Broadcasting Stations Index (the “TV Broadcasting Stations Index”).
Shares of the Preferred Stock accrue dividends on the face value of $650 million in (A) cash at a rate of 8% per annum or, (B) at the Company’s option, in-kind at a rate of 8.5% per annum, as declared by our Board of Directors. 31 Stock Performance Graph The following graphs compare the cumulative total return of our common stock and Class A common stock from January 1, 2020 to December 31, 2024, as compared to the stock market total return indexes for (i) The New York Stock Exchange Composite Index (the “NYSE Composite Index”) and (ii) The New York Stock Exchange Television Broadcasting Stations Index (the “TV Broadcasting Stations Index”).
During 2023, we have paid quarterly cash dividends totaling $0.32 per share on both classes of our common stock.
During 2024, we have paid quarterly cash dividends totaling $0.32 per share on both classes of our common stock.
During 2023, we paid dividends on our outstanding 650,000 shares of Series A Perpetual Preferred Stock (the “Preferred Stock”).
During 2024, we paid quarterly cash dividends on our outstanding 650,000 shares of Series A Perpetual Preferred Stock (the “Preferred Stock”).
As of February 16, 2024, we had 88,284,758 outstanding shares of common stock held by 19,894 stockholders and 8,919,401 outstanding shares of Class A common stock held by 447 stockholders.
As of February 21, 2025, we had 91,812,952 outstanding shares of common stock held by 16,451 stockholders and 9,730,058 outstanding shares of Class A common stock held by 665 stockholders.
Removed
Class A common stock $ 100 $ 150 $ 126 $ 141 $ 85 $ 70 NYSE Composite Index $ 100 $ 126 $ 134 $ 162 $ 147 $ 167 TV Broadcasting Stations Index $ 100 $ 128 $ 112 $ 138 $ 115 $ 113 Issuer Purchases of Common Stock and Class A Common Stock On November 5, 2019, our Board of Directors authorized the repurchase of up to $150 million of our outstanding common stock and/or our Class A common stock prior to December 31, 2022 (the “2019 Repurchase Authorization”).
Added
Class A common stock $ 100 $ 84 $ 94 $ 57 $ 46 $ 41 NYSE Composite Index $ 100 $ 107 $ 129 $ 117 $ 133 $ 154 TV Broadcasting Stations Index $ 100 $ 90 $ 95 $ 74 $ 67 $ 74 33
Removed
The 2019 Repurchase Authorization superseded all prior repurchase authorizations. The 2019 Repurchase Authorization prohibits the Company from purchasing shares directly from the Company’s officers, directors, or the Gray Television, Inc. Capital Accumulation Plan (the “Gray 401(k) Plan” or the “401k Plan”).
Removed
On November 4, 2020, our Board of Directors increased the repurchase authorization under the 2019 Repurchase Authorization by $150 million and extended the authorization to December 31, 2023, which has now expired. On June 3, 2022, under the 2019 Repurchase authorization, we entered into an issuer repurchase plan (the “2022 IRP”), under Rules 10b-18 and 10b5-1 of the Exchange Act.
Removed
The 2022 IRP facilitated the orderly repurchase of our common stock through the establishment of the parameters for repurchases of our shares.
Removed
During 2022, we repurchased 2.6 million shares of our common stock at an average price of $18.87 per share, excluding commissions, for a total cost of $50 million, on the open market under the 2022 IRP, after which the 2022 IRP was completed according to its terms. 33

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeDuring 2023: ● Core advertising revenue increased by $18 million, despite core advertising revenue from the broadcast of the 2023 Super Bowl on our 27 FOX-affiliated stations being approximately $6 million, compared to $13 million from the broadcast of the 2022 Super Bowl and the Winter Olympics on our 56 NBC-affiliated stations; ● Retransmission consent revenue increased by $36 million due to an increase in rates, offset, in part, by a decrease in subscribers; ● Political advertising revenue decreased by $436 million, resulting primarily from 2023 being the “off-year” of the two-year election cycle; and ● Production company revenue decreased by $7 million in 2023 primarily due to the net effects on our sports programming business of the contract terminations related to Diamond, partially offset by revenue earned under the sports programming agreements with CW.
Biggest changeDuring 2024: ● Core advertising revenue decreased by $24 million, due primarily to displacement during the on-year of the two-year political advertising cycle, partially offset by advertising revenue of $18 million from the broadcast of the Super Bowl on our 54 CBS channels, compared to $6 million of revenue relating to the broadcast of the Super Bowl on our 27 FOX channels during 2023, and $20 million of advertising revenue on our 53 NBC channels from the broadcast of the 2024 Olympic Games; ● Consistent with 2024 being the on-year of the two-year political advertising cycle, political advertising revenue increased by $418 million; ● Retransmission consent revenue decreased by $50 million due to a decrease in subscribers, offset, in part, by an increase in rates; and ● Production company revenue increased by $19 million in 2024 primarily due to the start-up of our operations at Assembly Atlanta.
This seasonality results partly from increases in advertising in the spring and in the period leading up to, and including, the holiday season; ● Local and national 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 advertising revenue can fluctuate between years related to which network broadcasts the Super Bowl.
This seasonality results partly from increases in advertising in the spring and in the period leading up to and including the holiday season; ● Core advertising revenue on our NBC-affiliated stations increases in certain years as a result of broadcasts of the Olympic Games; and ● Because our stations and markets are not evenly divided among the Big Four broadcast networks, our local and national advertising revenue can fluctuate between years related to which network broadcasts the Super Bowl.
The SPV is also required to pay an upfront fee and a commitment fee in connection with the Securitization Facility. ● Programming obligations not currently accrued that represent obligations for syndicated television programming whose license period has not yet begun, or the program is not yet available. ● Network affiliation agreements representing the fixed obligations under our current agreements with broadcast networks.
The SPV is also required to pay an upfront fee and a commitment fee in connection with the Securitization Facility. 43 ● Programming obligations not currently accrued that represent obligations for syndicated television programming whose license period has not yet begun, or the program is not yet available. ● Network affiliation agreements representing the fixed obligations under our current agreements with broadcast networks.
We do not expect that these assumptions are likely to change materially in the future. Annual Impairment Testing of Broadcast Licenses and Goodwill. We evaluate broadcast licenses and goodwill for impairment on an annual basis, or more often when certain triggering events occur. Goodwill is evaluated at the reporting unit level.
We do not expect that these assumptions are likely to change materially in the future. 44 Annual Impairment Testing of Broadcast Licenses and Goodwill. We evaluate broadcast licenses and goodwill for impairment on an annual basis, or more often when certain triggering events occur. Goodwill is evaluated at the reporting unit level.
The following are our material expected off balance sheet contractual obligations and commitments as of December 31, 2023: ● Cash interest on long-term debt obligations, including interest expense on long-term debt and required future principal repayments under those obligations. ● Preferred Stock dividends. ● On February 23, 2023, we, certain of our subsidiaries and a wholly-owned special purpose subsidiary (the “SPV”), entered into a three-year $300 million revolving accounts receivable securitization facility (the “Securitization Facility”) with Wells Fargo Bank, N.A., as administrative agent, for the purpose of providing additional liquidity in order to repay indebtedness under the Senior Credit Facility.
The following are our material expected off balance sheet contractual obligations and commitments as of December 31, 2024: ● Cash interest on long-term debt obligations, including interest expense on long-term debt and required future principal repayments under those obligations. ● Preferred Stock dividends. ● On February 23, 2023, we, certain of our subsidiaries and a wholly-owned special purpose subsidiary (the “SPV”), entered into a three-year $300 million revolving accounts receivable securitization facility (the “Securitization Facility”) with Wells Fargo Bank, N.A., as administrative agent, for the purpose of providing additional liquidity in order to repay indebtedness under the Senior Credit Agreement.
Given our assumptions and the specific attributes of the stations we acquired from 2002 through December 31, 2023, we generally ascribe no incremental value to the incumbent network affiliation relationship in each market beyond the cost of negotiating a new agreement with another network and the value of any terms of the affiliation agreement that were more favorable or unfavorable than those generally prevailing in the market.
Given our assumptions and the specific attributes of the stations we acquired from 2002 through December 31, 2024, we generally ascribe no incremental value to the incumbent network affiliation relationship in each market beyond the cost of negotiating a new agreement with another network and the value of any terms of the affiliation agreement that were more favorable or unfavorable than those generally prevailing in the market.
The following discussion and analysis of the financial condition and results of operations of Gray Television, Inc. and its consolidated subsidiaries (except as the context otherwise provides, “Gray,” the “Company,” “we,” “us” or “our”) should be read in conjunction with our audited consolidated financial statements and notes thereto included elsewhere herein.
The following discussion and analysis of the financial condition and results of operations of Gray Media, Inc. and its consolidated subsidiaries (except as the context otherwise provides, “Gray,” the “Company,” “we,” “us” or “our”) should be read in conjunction with our audited consolidated financial statements and notes thereto included elsewhere herein.
We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the Consolidated Balance Sheet as of December 31, 2023, while others are considered future commitments.
We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the Consolidated Balance Sheet as of December 31, 2024, while others are considered future commitments.
For our annual broadcast licenses impairment test in 2023, we concluded that it was more likely than not that all of our broadcast licenses that were evaluated were not impaired based upon our qualitative assessments. We elected to perform a quantitative assessment for our remaining broadcast licenses and concluded that their fair values exceeded their carrying values.
For our annual broadcast licenses impairment test in 2024, we concluded that it was more likely than not that all of our broadcast licenses that were evaluated were not impaired based upon our qualitative assessments. We elected to perform a quantitative assessment for our remaining broadcast licenses and concluded that their fair values exceeded their carrying values.
Valuation of Network Affiliation Agreements. We believe that the value of a television station is derived primarily from the attributes of its broadcast license rather than its network affiliation agreement. These attributes have a significant impact on the audience for network programming in a local television market compared to the national viewing patterns of the same network programming.
We believe that the value of a television station is derived primarily from the attributes of its broadcast license rather than its network affiliation agreement. These attributes have a significant impact on the audience for network programming in a local television market compared to the national viewing patterns of the same network programming.
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.
The ratings of a local station affiliated with a major network can be affected by ratings of network programming. Most advertising contracts are short-term, and generally run only for a few weeks. We also sell digital advertising on our stations’ websites and mobile apps.
In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity in 2024 will be to reduce our indebtedness, fund our working capital, make interest and tax payments, fund capital expenditures, pursue certain strategic opportunities and maintain operations.
In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity in 2025 will be to reduce our indebtedness, fund our working capital, make interest and tax payments, fund capital expenditures, pursue certain strategic opportunities and maintain operations.
Our broadcasting operating segment is comprised of a single reporting unit. Each of the distinct businesses within our production companies operating segment represent a reporting unit. Therefore, as of December 31, 2023, we evaluated our goodwill for impairment for five reporting units.
Our broadcasting operating segment is comprised of a single reporting unit. Each of the distinct businesses within our production companies operating segment represent a reporting unit. Therefore, as of December 31, 2024, we evaluated our goodwill for impairment for five reporting units.
During the years ended December 31, 2023, 2022 and 2021 approximately 20%, 17% and 17%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers.
During the years ended December 31, 2024, 2023 and 2022 approximately 20%, 20% and 17%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers.
Due to certain characteristics of a small number of the stations acquired in 2022, we ascribed approximately $14 million million of the value of those transactions to network affiliations, respectively. Some broadcast companies may use methods to value acquired network affiliations different than those that we use.
Due to certain characteristics of a small number of the stations acquired in 2023, we ascribed approximately $14 million of the value of those transactions to network affiliations. Some broadcast companies may use methods to value acquired network affiliations different than those that we use.
In the performance of our annual broadcast license and reporting unit impairment assessments, we have the option of performing a qualitative assessment to determine if it is more likely than not that the respective asset has been impaired. In 2023, we performed a qualitative assessment for 59 of our broadcast licenses and three of our reporting units.
In the performance of our annual broadcast license and reporting unit impairment assessments, we have the option of performing a qualitative assessment to determine if it is more likely than not that the respective asset has been impaired. In 2024, we performed a qualitative assessment for 56 of our broadcast licenses and three of our reporting units.
The estimated asset returns for this plan, calculated on a mean market value assuming mid-year contributions and benefit payments, were a gain of 13.7% for the year ended December 31, 2023, and a loss of 12.0% for the year ended December 31, 2022. Other significant assumptions relate to inflation, retirement and mortality rates.
The estimated asset returns for this plan, calculated on a mean market value assuming mid-year contributions and benefit payments, were a gain of 0.7% for the year ended December 31, 2024, and a gain of 13.7% for the year ended December 31, 2023. Other significant assumptions relate to inflation, retirement and mortality rates.
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.
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.
Employer contributions under the Gray 401(k) Plan include matching cash contributions at a rate of 100% of the first 1% of each employee’s salary deferral, and 50% of the next 5% of each employee’s salary deferral.
During 2024 and 2023, employer contributions under the Gray 401(k) Plan include matching cash contributions at a rate of 100% of the first 1% of each employee’s salary deferral, and 50% of the next 5% of each employee’s salary deferral.
These estimates and assumptions are used in: ● our annual impairment testing of broadcast licenses and goodwill; ● our estimates of the fair value of assets acquired and liabilities assumed in businesses combinations; and ● our estimates related to income taxes. Our estimates and assumptions have been materially accurate in the past and have not changed materially.
These estimates and assumptions are used in: ● our annual impairment testing of broadcast licenses and goodwill; ● our estimates of the fair value of assets acquired and liabilities assumed in businesses combinations; and Our estimates and assumptions have been materially accurate in the past and have not changed materially.
These advertisements may be sold as banner advertisements, video advertisements and other types of advertisements or sponsorships. 35 Our broadcast and internet advertising revenues are affected by several factors that we consider to be seasonal in nature.
These advertisements may be sold as banner advertisements, video advertisements and other types of advertisements or sponsorships. 34 Our broadcast and digital advertising revenues are affected by several factors that we consider to be seasonal in nature.
We have various commitments for syndicated television programs. We have two types of syndicated television program contracts: first run programs and off network reruns. First run programs are programs such as Wheel of Fortune and off network reruns are programs such as The Big Bang Theory.
Off-Balance Sheet Arrangements Operating Commitments. We have various commitments for syndicated television programs. We have two types of syndicated television program contracts: first run programs and off network reruns. First run programs are programs such as Wheel of Fortune and off network reruns are programs such as The Big Bang Theory.
During the years ended December 31, 2023, 2022 and 2021 approximately 27%, 28% and 29%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector.
During the years ended December 31, 2024, 2023 and 2022 approximately 23%, 27% and 28%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector.
Variability of Critical Accounting Estimates . Our critical accounting estimates include estimates and assumptions that are material to our financial statements.
Our critical accounting estimates include estimates and assumptions that are material to our financial statements.
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 years ended December 31, 2023, 2022 and 2021, we generated revenue of $3.3 billion, $3.7 billion and $2.4 billion, respectively.
Our operating revenues are derived primarily from broadcast and digital advertising, retransmission consent fees and, to a lesser extent, other sources such as production of television and event programming, television commercials, tower rentals and management fees. For the years ended December 31, 2024, 2023 and 2022, we generated revenue of $3.6 billion, $3.3 billion and $3.7 billion, respectively.
In addition, the Company, at its discretion, may make an additional profit-sharing contribution, based on annual Company performance, to those employees who meet certain criteria. For the years ended December 31, 2023 and 2022, our matching contributions to our Capital Accumulation Plan were approximately $26 million and $17 million, respectively.
In addition, the Company, at its discretion, may make an additional profit-sharing contribution, based on annual Company performance, to those employees who meet certain criteria. For the years ended December 31, 2024 and 2023, our matching contributions to our Capital Accumulation Plan were approximately $28 million and $26 million, respectively. An additional profit-sharing contribution was not approved for 2024.
Any resulting impairment loss could have a material adverse impact on our consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows. As of December 31, 2023 and 2022, the recorded value of our broadcast licenses was $5.3 billion at each date.
Any resulting impairment loss could have a material adverse impact on our consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows. At December 31, 2024 and 2023, the recorded value of our broadcast licenses was $5.3 billion and the recorded value of our goodwill was $2.6 billion, at each date.
We estimate that these income tax payments, before deducting refunds, will be within a range of $190 million to $210 million in 2024. Liquidity and Capital Resources Our primary sources of liquidity are cash on hand, cash flows from operations and borrowing capacity under Revolving Credit Facility.
We estimate that these income tax payments, before deducting refunds, will be within a range of $80 million to $100 million in 2025. Liquidity and Capital Resources General. Our primary sources of liquidity are cash on hand, cash flows from operations and borrowing capacity under our Revolving Credit Facility.
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.
Revenue from these industries may represent a lower percentage of total revenue in even-numbered years due to, among other things, the decreased availability of advertising time, as a result of such years being the “on-year” of the two-year election cycle. Our primary broadcasting operating expenses are employee compensation, related benefits and programming costs.
Our network affiliation agreements expire at various dates primarily through January 1, 2026. ● Service and other agreements for various non-cancelable contractual agreements for maintenance services and other professional services. ● Non-cancelable contractual obligations for various materials, services and construction costs related to development of our studio production facilities.
Our network affiliation agreements expire at various dates primarily through December 31, 2028. ● Service and other agreements for various non-cancelable contractual agreements for maintenance services and other professional services. ● Non-cancelable contractual obligations for various materials, services and construction costs related to development of our studio production facilities.
A detailed discussion of 2021 items and year-over-year comparisons between 2022 and 2021 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7. of our Annual Report on Form 10-K for the year ended December 31, 2022.
A detailed discussion of 2022 items and year-over-year comparisons between 2023 and 2022 that are not included in this Annual Report can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7. of our Annual Report for the year ended December 31, 2023. Business Overview .
The decrease in cash provided by operating activities was primarily due to a decrease in net income of $531 million offset, in part, by an increase in cash provided from changes in working capital of $328 million and an increase in non-cash charges of $22 million.
The increase in cash provided by operating activities was primarily due to an increase in net income of $451 million; offset, in part, by a $144 million decrease in cash provided by changes in working capital; and a decrease in net non-cash charges of $204 million.
Our assumptions regarding expected return on plan assets reflects asset allocations, the investment strategy and the views of investment managers, as well as historical experience. In 2023, we used an assumed rate of return of 6.25% for our assets invested in the Gray Pension Plan.
The discount rate used for determining benefit obligations as of December 31, 2023 was 4.79%. Our assumptions regarding expected return on plan assets reflects asset allocations, the investment strategy and the views of investment managers, as well as historical experience. In 2024, we used an assumed rate of return of 6.25% for our assets invested in the Gray Pension Plan.
Actual results could differ materially from those reported amounts. We consider our accounting policies relating to intangible assets and income taxes to be critical policies that require significant judgments or estimations in their application where variances may result in significant differences to future reported results. Our policies concerning intangible assets and income taxes are disclosed below.
We consider our accounting policies relating to intangible assets and income taxes to be critical policies that require significant judgments or estimations in their application where variances may result in significant differences to future reported results. Our policies concerning intangible assets and income taxes are disclosed below. Variability of Critical Accounting Estimates .
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 in the United States. Our television stations serve 113 television markets that collectively reach approximately 36 percent of US television households.
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.
Our effective income tax rates differed from the statutory rate due to the following items: Year Ended December 31, 2023 2022 Statutory federal income tax rate 21 % 21 % Current year permanent items (13 )% 1 % Restricted stock differences (7 )% 0 % State and local taxes, net of federal taxes 6 % 4 % Effective income tax expense rate 7 % 26 % We file a consolidated federal income tax return and such state or local tax returns as are required based on our current forecasts.
Our effective income tax rates differed from the statutory rate due to the following items: Year Ended December 31, 2024 2023 Statutory federal income tax rate 21 % 21 % Current year permanent items 1 % (13 )% State and local taxes, net of federal tax benefit 4 % 6 % Reserve for uncertain tax positions (3 )% (1 )% Other items, net 1 % (6 )% Effective income tax expense rate 24 % 7 % We file a consolidated federal income tax return and such state or local tax returns as are required based on our current forecasts.
In 2022, we performed a qualitative assessment for 57 of our broadcast licenses and one of our reporting units. 43 As part of this qualitative assessment, we evaluate the relative impact of factors that are specific to the reporting units as well as industry, regulatory and macroeconomic factors that could affect the significant inputs used to determine the fair value of the assets.
As part of this qualitative assessment, we evaluate the relative impact of factors that are specific to the reporting units as well as industry, regulatory and macroeconomic factors that could affect the significant inputs used to determine the fair value of the assets.
Risk Factors” included elsewhere herein. 36 Revenue Set forth below are the principal types of revenue, less agency commissions, and the percentage contribution of each to our total revenue (dollars in millions): Year Ended December 31, 2023 2022 2021 Amount % Amount % Amount % Revenue: Core advertising $ 1,514 46 % $ 1,496 41 % $ 1,190 50 % Political 79 2 % 515 14 % 44 2 % Retransmission consent 1,532 47 % 1,496 41 % 1,049 43 % Production companies 86 3 % 93 3 % 73 3 % Other 70 2 % 76 1 % 57 2 % Total $ 3,281 100 % $ 3,676 100 % $ 2,413 100 % Results of Operations Year Ended December 31, 2023 ( “ 2023 ” ) Compared to Year Ended December 31, 2022 ( “ 2022 ” ) Revenue.
Revenue Set forth below are the principal types of revenue, less agency commissions, and the percentage contribution of each to our total revenue (dollars in millions): Year Ended December 31, 2024 2023 2022 Amount % Amount % Amount % Revenue: Core advertising $ 1,490 41 % $ 1,514 46 % $ 1,496 41 % Political 497 14 % 79 2 % 515 14 % Retransmission consent 1,482 41 % 1,532 47 % 1,496 41 % Production companies 105 3 % 86 3 % 93 3 % Other 70 1 % 70 2 % 76 1 % Total $ 3,644 100 % $ 3,281 100 % $ 3,676 100 % Results of Operations Year Ended December 31, 2024 ( “ 2024 ” ) Compared to Year Ended December 31, 2023 ( “ 2023 ” ) Revenue.
For a description of the Company’s various contractual and other commitments requiring future payments, see Note 12 “Commitments and Contingencies” of our audited consolidated financial statements included elsewhere herein. In addition, for a description of the Company's interest payments and future maturities of long-term debt, see Note 4 “Long-term Debt” of our audited consolidated financial statements included elsewhere herein.
For a description of the Company’s various contractual and other commitments requiring future payments, see Note 12 “Commitments and Contingencies” of our audited consolidated financial statements included elsewhere herein.
There is diversity of practice within the industry, and some broadcast companies have considered such network affiliation intangible assets to have a life ranging from 15 to 40 years depending on the specific assumptions utilized by those broadcast companies. 45 The following table reflects the hypothetical impact of the reassignment of value from broadcast licenses to network affiliations for our historical acquisitions (the first acquisition being in 1994) and the resulting increase in amortization expense assuming a hypothetical 15-year amortization period as of our most recent impairment testing date of December 31, 2023 (in millions, except per share data): Percentage of Total Value Reassigned to Network As Affiliation Agreements Reported 50% 25% Balance Sheet (As of December 31, 2023): Broadcast licenses $ 5,320 $ 2,660 $ 3,990 Other intangible assets, net (including network affiliation agreements) 415 2,017 1,216 Statement of Operations (For the year ended December 31, 2023): Amortization of intangible assets 194 344 269 Operating income 383 233 308 Net loss attributable to common stockholders (128 ) (240 ) (184 ) Per share - basic $ (1.39 ) $ (2.61 ) $ (2.00 ) Per share - diluted $ (1.39 ) $ (2.61 ) $ (2.00 ) For future acquisitions, if any, the valuation of the network affiliations may differ from the values of previous acquisitions due to the different characteristics of each station and the market in which it operates.
There is diversity of practice within the industry, and some broadcast companies have considered such network affiliation intangible assets to have a life ranging from 15 to 40 years depending on the specific assumptions utilized by those broadcast companies. 46 The following table reflects the hypothetical impact of the reassignment of value from broadcast licenses to network affiliations for our historical acquisitions (the first acquisition being in 1994) and the resulting increase in amortization expense assuming a hypothetical 15-year amortization period as of our most recent impairment testing date of December 31, 2024 (in millions, except per share data): Percentage of Total Value Reassigned to Network As Affiliation Agreements Reported 50% 25% Balance Sheet (As of December 31, 2024): Broadcast licenses $ 5,311 $ 2,656 $ 3,983 Other intangible assets, net (including network affiliation agreements) 290 1,741 1,016 Statement of Operations (For the year ended December 31, 2024): Amortization of intangible assets 125 275 200 Operating income 851 701 776 Net income attributable to common stockholders 323 211 267 Per share - basic $ 3.40 $ 2.22 $ 2.81 Per share - diluted $ 3.36 $ 2.20 $ 2.78 For future acquisitions, if any, the valuation of the network affiliations may differ from the values of previous acquisitions due to the different characteristics of each station and the market in which it operates.
This section of our Annual Report on Form 10-K discusses 2023 and 2022 items and year-over-year comparisons between 2023 and 2022.
This section of our Annual Report discusses 2024 and 2023 items and year-over-year comparisons between 2024 and 2023.
To estimate the fair value of our reporting units, we utilize a discounted cash flow model supported by a market multiple approach. We believe that a discounted cash flow analysis is the most appropriate methodology to test the recorded value of long-term assets with a demonstrated long-lived/enduring franchise value.
We believe that a discounted cash flow analysis is the most appropriate methodology to test the recorded value of long-term assets with a demonstrated long-lived/enduring franchise value.
Please see our “Results of Operations” and “Liquidity and Capital Resources” sections below for further discussion of our operating results. Risk Factors. The broadcast television industry relies primarily on advertising revenue and faces significant competition. For a discussion of certain other presently known, significant risk factors that may affect our business, see “Item 1A.
The broadcast television industry relies primarily on advertising revenue and faces significant competition. For a discussion of certain other presently known, significant risk factors that may affect our business, see “Item 1A. Risk Factors” included elsewhere herein.
Corporate and administrative expenses (before depreciation, amortization, impairment and gain or loss on disposal of assets) increased by $8 million, or 8%, to $112 million in 2023 compared to 2022, primarily as a result of; increases in compensation expense of $4 million, increases in professional services costs of $6 million and decreases in transaction related legal and other professional services of $2 million in 2023.
Corporate and administrative expenses . Corporate and administrative expenses (before depreciation, amortization, impairment and gain or loss on disposal of assets) decreased by $8 million, or 7%, to $104 million in 2024 compared to $112 million in 2023, primarily as a result of decreases in professional services costs.
Production Company Expenses . Production company expenses (before depreciation, amortization, impairment and gain or loss on disposal of assets) increased by approximately $32 million in 2023 to $115 million, compared to $83 million in 2022.
Production Company Expenses . Production company expenses (before depreciation, amortization, impairment and gain or loss on disposal of assets) decreased by approximately $32 million in 2024 to $83 million, compared to $115 million in 2023. Production company operating expenses decreased in 2024 primarily due to significant expenses incurred in 2023, which did not re-occur in 2024.
We have historically used these approaches in determining the value of our reporting units. We also consider a market multiple approach to corroborate our discounted cash flow analysis. We believe that this methodology is consistent with the approach that a strategic market participant would utilize if they were to value our television stations.
We have historically used these approaches in determining the value of our reporting units. We also consider a market multiple approach to corroborate our discounted cash flow analysis.
Miscellaneous Income (Expense), Net . Miscellaneous income, net totaled $7 million in 2023 and miscellaneous expense, net totaled $4 million 2022. Impairment of Investments. During 2023 and 2022, we wrote down the value of certain investments to their estimated net realizable values. The total impairment charges were $29 million and $18 million in 2023 and 2022, respectively. Interest Expense.
Miscellaneous income, net in 2024 was due primarily to a gain of $110 million from the sale of our investment in BMI. Impairment of Investments. During 2024 and 2023, we wrote down the value of certain investments to their estimated net realizable values. The total impairment charges were $25 million and $29 million in 2024 and 2023, respectively. Interest Expense.
Total revenue decreased $395 million, or 11%, to $3.3 billion for 2023 compared to 2022.
Total revenue increased $363 million, or 11%, to $3.6 billion for 2024 compared to 2023.
The following tables present data that we believe is helpful in evaluating our liquidity and capital resources (dollars in millions): Year Ended December 31, 2023 2022 2021 Net cash provided by operating activities $ 648 $ 829 $ 300 Net cash used in investing activities (291 ) (503 ) (3,534 ) Net cash (used in) provided by financing activities (397 ) (454 ) 2,650 Net decrease in cash $ (40 ) $ (128 ) $ (584 ) December 31, 2023 2022 Cash $ 21 $ 61 Long-term debt, including current portion, less deferred financing costs $ 6,160 $ 6,455 Series A Perpetual Preferred Stock $ 650 $ 650 Borrowing availability under senior credit facility $ 494 $ 496 Net Cash Provided By (Used In) Operating, Investing and Financing Activities – 2023 Compared to 2022 Net cash provided by operating activities decreased $181 million to $648 million in 2023 compared to net cash provided by operating activities of $829 million in 2022.
In addition, for a description of the Company's interest payments and future maturities of long-term debt, see Note 4 “Long-term Debt” of our audited consolidated financial statements included elsewhere herein. 38 The following tables present data that we believe is helpful in evaluating our liquidity and capital resources (dollars in millions): Year Ended December 31, 2024 2023 2022 Net cash provided by operating activities $ 751 $ 648 $ 829 Net cash used in investing activities (28 ) (291 ) (503 ) Net cash used in financing activities (609 ) (397 ) (454 ) Net increase (decrease) in cash $ 114 $ (40 ) $ (128 ) December 31, 2024 2023 Cash $ 135 $ 21 Long-term debt, including current portion, less deferred financing costs $ 5,621 $ 6,160 Series A Perpetual Preferred Stock $ 650 $ 650 Borrowing availability under Senior Credit Agreement $ 674 $ 494 Net Cash Provided By (Used In) Operating, Investing and Financing Activities – 2024 Compared to 2023 Net cash provided by operating activities increased $103 million to $751 million in 2024 compared to net cash provided by operating activities of $648 million in 2023.
We recorded corporate non-cash stock-based amortization expense of $15 million and $18 million in 2023 and 2022, respectively. Depreciation. Depreciation of property and equipment totaled $145 million and $129 million for 2023 and 2022, respectively. Depreciation increased primarily due to the addition of depreciable assets. Amortization of intangible assets.
We recorded corporate non-cash stock-based compensation expense of $17 million and $15 million in 2024 and 2023, respectively. Depreciation. Depreciation of property and equipment totaled $144 million and $145 million for 2024 and 2023, respectively. Amortization of intangible assets. Amortization of intangible assets totaled $125 million and $194 million for 2024 and 2023, respectively.
We believe we have made reasonable estimates and utilized appropriate assumptions to evaluate whether the fair values of our broadcast licenses and reporting units were less than their carrying values.
We believe that this methodology is consistent with the approach that a strategic market participant would utilize if they were to value our television stations. 45 We believe we have made reasonable estimates and utilized appropriate assumptions to evaluate whether the fair values of our broadcast licenses and reporting units were less than their carrying values.
Net cash used in financing activities decreased $57 million to $397 million in 2023 compared to net cash used of $454 million in 2022. During 2023 and 2022, we used $52 million of cash to pay dividends to holders of our preferred stock and $30 million to pay dividends to holders of our common stock.
During 2024 and 2023, we used $52 million of cash to pay dividends to holders of our preferred stock and $32 million and $30 million, respectively, to pay dividends to holders of our common stock.
For more information about these off-balance sheet contractual obligations and commitments please refer to Note 12 “Commitments and Contingencies” of our audited consolidated financial statements included elsewhere herein. 42 Subsequent Events Exchange of television stations . On February 1, 2024, we announced that we have entered into agreements with Marquee Broadcasting, Inc. (“Marquee”) to exchange television stations.
For more information about these off-balance sheet contractual obligations and commitments please refer to Note 12 “Commitments and Contingencies” of our audited consolidated financial statements included elsewhere herein.
In determining the selection of a discount rate, we estimated the timing and amounts of expected future benefit payments and applied a yield curve developed to reflect yields available on high-quality bonds. The yield curve is based on an externally published index specifically designed to meet the criteria of United States Generally Accepted Accounting Principles (“U.S. GAAP”).
A discount rate is selected annually to measure the present value of the benefit obligations. In determining the selection of a discount rate, we estimated the timing and amounts of expected future benefit payments and applied a yield curve developed to reflect yields available on high-quality bonds.
Our funding policy for the Gray Pension Plan is consistent with the funding requirements of existing federal laws and regulations under the Employee Retirement Income Security Act of 1974. A discount rate is selected annually to measure the present value of the benefit obligations.
Benefits under the Gray Pension Plan are frozen and can no longer increase, and no new participants can be added to the plan. Our funding policy for the Gray Pension Plan is consistent with the funding requirements of existing federal laws and regulations under the Employee Retirement Income Security Act of 1974.
See Note 13 “Goodwill and Intangible Assets” of our audited consolidated financial statements included elsewhere herein, for the results of our annual impairment tests for the years ended December 31, 2023, 2022 and 2021. 44 During 2023, as a result of the bankruptcy of Diamond Sports Group, LLC (“Diamond”), our production companies segment recorded a non-cash charge of $43 million, for impairment of goodwill and other intangible assets.
During 2023, as a result of the bankruptcy of Diamond Sports Group, LLC (“Diamond”), our production companies segment recorded a non-cash charge of $43 million for impairment of goodwill and other intangible assets. Valuation of Network Affiliation Agreements.
For the years ended December 31, 2023 and 2022, we accrued contributions of approximately $10 million and $9 million respectively, as discretionary profit-sharing contributions, each in the form of our common stock. In connection with the Meredith Transaction, in 2021, we assumed a defined benefit pension plan covering certain legacy Meredith bargaining class employees.
In connection with the Meredith Transaction, in 2021, we assumed a defined benefit pension plan covering certain legacy Meredith bargaining class employees. As of December 31, 2024 and 2023, the Meredith Plan had combined plan assets of $22 million and $16 million, respectively, and combined projected benefit obligations of $18 million and $11 million, respectively.
There can be no assurance that further increases in the rate of inflation or interest rates in the future would not have an adverse effect on operating results. Critical Accounting Policies The preparation of financial statements in conformity with U.S. GAAP requires us to make judgments and estimations that affect the amounts reported in the financial statements and accompanying notes.
Critical Accounting Policies The preparation of financial statements in conformity with U.S. GAAP requires us to make judgments and estimations that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those reported amounts.
We expect that approximately $201 million of these state net operating loss carryforwards will not be utilized due to section 382 limitations and those that will expire prior to utilization. Recent Accounting Pronouncements. See Note 1 “Description of Business and Summary of Significant Accounting Policies” of our audited consolidated financial statements included elsewhere herein for more information.
Recent Accounting Pronouncements. See Note 1 “Description of Business and Summary of Significant Accounting Policies” of our audited consolidated financial statements included elsewhere herein for more information.
Amortization of intangible assets totaled $194 million and $207 million for 2023 and 2022, respectively. Amortization decreased primarily due to finite-lived intangible assets becoming fully amortized. Impairment of Goodwill and Other Intangible Assets .
Amortization decreased primarily due to finite-lived intangible assets becoming fully amortized. Impairment of goodwill and other intangible assets. In 2024 we did not incur impairment charges, compared to $43 million of impairment charges incurred in 2023. Loss on Disposals of Assets, Net.
Loss (Gain) on Disposals of Assets, Net. We recognized a loss on disposal of assets of $21 million in 2023 compared to a gain on disposal of assets of $2 million in 2022, primarily related to the sale of television station KNIN in the Boise, Idaho market, in which we recognized a loss of $14 million in 2023.
The loss in 2023 was primarily related to the sale of television station KNIN, in which we recognized a loss of $14 million in 2023. Miscellaneous Income, Net . Miscellaneous income, net totaled $117 million and $7 million in 2024 and 2023, respectively.
For our annual goodwill impairment test in 2023, we concluded that it was more likely than not that goodwill was not impaired based upon our qualitative assessments for one of our reporting units. We elected to perform a quantitative assessment for the remainder of our reporting units and concluded that their fair values exceeded their carrying values.
We also consider other relevant factors such as the technical qualities of the broadcast license and the number of competing broadcast licenses within that market. For our annual goodwill impairment test in 2024, we concluded that it was more likely than not that goodwill was not impaired based upon our qualitative assessments for one of our reporting units.
During each of the years ended December 31, 2023 and 2022, we contributed $4 million to the Gray Pension Plan, and we anticipate making a contribution of $4 million to the Gray Pension Plan in 2024.
During the year ended December 31, 2024, we determined that no contribution to the Gray Pension Plan was required. During the year ended December 31, 2023, we contributed $4 million to the Gray Pension Plan. Currently we do not expect that a contribution to the Gray Pension Plan will be needed in 2025.
During 2023: ● Payroll broadcasting expenses increased by $66 million as a result of; routine increases in compensation costs of $43 million, increases in healthcare costs of $13 million, and increases in company contributions to our defined contribution retirement plan of $10 million. ● Non-payroll broadcasting expenses increased by $37 million primarily due to increases in retransmission expense. ● Broadcast non-cash stock-based compensation expense was $5 million and $4 million in 2023 and 2022, respectively.
Broadcasting expenses (before depreciation, amortization, impairment and gain on disposal of assets) increased $49 million, or 2%, to $2.3 billion for 2024, compared to 2023 . 36 During 2024: ● Broadcasting payroll and employee benefit expenses increased by $27 million primarily as a result of routine increases in compensation of $32 million, increases of $2 million severance pay and offset in part by decreases of $8 million in contributions to our defined contribution retirement plan; ● Broadcasting non-payroll expenses increased by $21 million primarily due to increases in sports programming costs; and ● Broadcast non-cash stock-based compensation expense was $5 million in each of the 2024 and 2023 years.
We currently expect capital expenditures of approximately $21 million, net of $31 million of certain incentive payments, related to the Assembly Atlanta project. We can give no assurances of the actual proceeds to be received in the future from incentive payments, nor the timing of any such proceeds. 41 Off-Balance Sheet Arrangements Operating Commitments.
We expect reimbursements of approximately $25 million in 2025 for work completed to date, and that our capital expenditures in 2025 will be less than the reimbursements we expect to receive. We can give no assurances of the actual proceeds to be received in the future from the CID, nor the timing of any such proceeds.
Retirement Plan for Certain Bargaining Class Employees (the “Meredith Plan”) 40 The Gray Pension Plan is a defined benefit pension plan covering certain of our legacy employees. Benefits under the Gray Pension Plan are frozen and can no longer increase, and no new participants can be added to the plan.
Effective on January 1, 2025, these plans were: ● The Gray Media, Inc. Retirement Plan (the “Gray Pension Plan”) ● The Gray Media 401(k) Savings Plan (the “Gray 401(k) Plan”) ● Gray Media, Inc. Retirement Plan for Certain Bargaining Class Employees (the “Meredith Plan”) The Gray Pension Plan is a defined benefit pension plan covering certain of our legacy employees.
As of December 31, 2023 and 2022, the Meredith Plan had combined plan assets of $16 million and $14 million, respectively, and combined projected benefit obligations of $11 million, in each year. A net asset of $5 million and $3 million for this plan are recorded in our financial statements as of December 31, 2023 and 2022, respectively.
A net asset of $4 million and $5 million for this plan are recorded in our financial statements as of December 31, 2024 and 2023, respectively. 42 See Note 11 “Retirement Plans” of our audited consolidated financial statements included elsewhere herein for further information concerning these retirement plans.
The discount rate selected for determining benefit obligations as of December 31, 2023, was 4.79%, which reflects the results of this yield curve analysis. The discount rate used for determining benefit obligations as of December 31, 2022 was 4.99%.
The yield curve is based on an externally published index specifically designed to meet the criteria of United States Generally Accepted Accounting Principles (“U.S. GAAP”). The discount rate selected for determining benefit obligations as of December 31, 2024, was 5.48%, which reflects the results of this yield curve analysis.
The net decrease in the amount used was primarily due to; a reduction in cash used for the purchase of property and equipment of $88 million, an increase in cash received from both the sale of a television station, and from a quasi-governmental authority related to infrastructure components of construction on the Assembly Atlanta project, of $74 million; and a reduction of cash used to acquire businesses and broadcast licenses of $52 million.
Net cash used in investing activities decreased $263 million to $28 million for 2024 compared to $291 million for 2023. The net decrease in the amount used was primarily due to a decrease in cash used for purchases of property and equipment and an increase in proceeds received from the sale of investments and other assets.
This portfolio includes 79 markets with the top-rated television station and 102 markets with the first and/or second highest rated television station. We also own video program companies Raycom Sports, Tupelo Media Group, PowerNation Studios, as well as the studio production facilities Assembly Atlanta and Third Rail Studios.
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.
During 2023 and 2022, we used a net amount of $310 million and $315 million, respectively, for pre-payments and required principal reductions of our long-term debt. We did not repurchase any shares of our common stock in 2023, but in 2022, we used $50 million to repurchase shares of our common stock on the open market.
During 2024 and 2023, we used a net amount of $474 million and $310 million, respectively, for principal payments net of borrowings on our long-term debt. Liquidity. Based on our debt outstanding as of December 31, 2024, we estimate that we will make approximately $450 million in debt interest payments over the twelve months immediately following December 31, 2024.
We believe that our cash balance, our cash flow from operations and availability under our Revolving Credit Facility provide us with sufficient liquidity to fund our core operations, maintain key personnel and meet our other material obligations for at least the next twelve months and the foreseeable future.
We also believe that our future cash expected to be generated from operations and borrowing availability under the Senior Credit Agreement (or any such other credit facility) will be sufficient to fund our future capital expenditures and long-term debt service obligations for the next twelve months and the forseeable future. 39 Collateral, Covenants and Restrictions of our Credit Agreements.
Removed
Impact of Recent Acquisitions and Divestitures . During 2022 and 2021 we completed several transactions that have, collectively, had a significant impact on our financial condition, results of operations and cash flows. We refer to these transactions collectively as the “Acquisitions”.
Added
The portfolio includes 78 markets with the top-rated television station and 99 markets with the first and/or second highest rated television station, as well as the largest Telemundo Affiliate group with 44 markets totaling over 1.5 million Hispanic TV Households.
Removed
Please see Note 3 “Acquisitions and Divestitures” in our consolidated financial statements contained elsewhere herein for further discussion of the Acquisitions. The impact of the Acquisitions is described in more detail in the following discussion of our operating results.
Added
Please see our “Results of Operations” and “Liquidity and Capital Resources” sections below for further discussion of our operating results. 2024 Refinancing and Debt Reduction Activities .
Removed
The most significant of the transactions were: ● On April 7, 2021, we acquired land in the Atlanta suburb of Doraville, Georgia for an initial investment of approximately $80 million of cash. We acquired this property, in part, for the development of studio production facilities.
Added
During 2024 we completed several steps to enhance our liquidity, to extend the maturity of portions of our debt obligations that were scheduled to mature in the near future and to reduce the principal amount of our debt outstanding. Please refer to Note 4. “Long-Term Debt” for further information.
Removed
During 2023 we completed the first phase of this project, known as “Assembly Studios” which has begun operations, and we are evaluating further development opportunities for the remainder of the project. As of December 31, 2023, our total investment, net of amounts received from infrastructure related sales and reimbursements was $549 million.
Added
During 2024, we: ● Increased lender commitments under our Revolving Credit Facility to $680 million and extended the maturity date of all commitments thereunder to December 31, 2027; ● Issued a $500 million 2024 Term Loan that will mature on June 4, 2029 ($498 million outstanding at December 31, 2024); ● Issued $1.25 billion of 2029 Notes, that are secured pari passu with our Senior Credit Agreement and that will mature on July 15, 2029; ● Fully repaid the $1.15 billion 2019 Term Loan that was scheduled to mature on January 2, 2026; and ● Pre-paid through a tender offer, $690 million of the $700 million in outstanding 2026 Notes that were scheduled to mature on July 15, 2026. 35 In addition, in the year ended December 31, 2024 we used $327 million of cash to repurchase and retire an aggregate principal amount of $373 million of our outstanding 2019 Term Loan, 2027 Notes, 2030 Notes and 2031 Notes on the open market.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeUnder the Senior Credit Facility, we pay interest based on a floating interest rate on balances outstanding. On February 23, 2023, we entered into interest rate caps pursuant to an International Swaps and Derivatives Association ("ISDA") Master Agreement with Wells Fargo Bank, NA and Truist Bank, respectively.
Biggest changeOn February 23, 2023, we entered into interest rate caps pursuant to an International Swaps and Derivatives Association ("ISDA") Master Agreement with Wells Fargo Bank, NA and Truist Bank, respectively. On June 25, 2024, we amended the notional amount of the interest rate caps in order to align the rate caps with the outstanding amounts of the related indebtedness.
As of December 31, 2023, the majority of our outstanding debt bore interest at a fixed interest rate, which reduces our risk of potential increases in interest rates, but would not allow us to benefit from any reduction in market interest rates such as SOFR or the prime rate.
As of December 31, 2024, the majority of our outstanding debt bore interest at a fixed interest rate, which reduces our risk of potential increases in interest rates, but would not allow us to benefit from any reduction in market interest rates such as SOFR or the prime rate.
Fair value of our long-term debt is based on estimates provided by third-party financial professionals as of the respective dates. 47
Fair value of our long-term debt is based on estimates provided by third-party financial professionals as of the respective dates. 48
Because of these interest rate caps, at December 31, 2023, a 100 basis point increase in market interest rates would have increased our interest expense and decreased our income before income taxes by $7 million for the year ended December 31, 2023.
Because of these interest rate caps, at December 31, 2024, a 100-point basis increase in market interest rates would have increased our interest expense and decreased our income before income taxes by $6 million for the year ended December 31, 2024.
A 100 basis point decrease in market interest rates would have decreased our interest expense and increased our income before income taxes by $22 million for the year ended December 31, 2023. We pay a fixed rate of interest on the 2031 Notes, 2030 Notes, 2027 Notes and 2026 Notes.
A 100 basis point decrease in market interest rates would have decreased our interest expense and increased our income before income taxes by $6 million for the year ended December 31, 2024. We pay a fixed rate of interest on the 2031 Notes, 2030 Notes, 2029 Notes, 2027 Notes and 2026 Notes.
From time to time, we may enter into interest rate swap agreements or interest rate cap agreements to manage interest rate exposure with the following objectives: ● managing current and forecasted interest rate risk while maintaining financial flexibility and solvency; ● proactively managing our cost of capital to ensure that we can effectively manage operations and execute our business strategy, thereby maintaining a competitive advantage and enhancing shareholder value; and 46 ● complying with covenant requirements in our financing agreements.
From time to time, we may enter into interest rate swap agreements or interest rate cap agreements to manage interest rate exposure with the following objectives: ● managing current and forecasted interest rate risk while maintaining financial flexibility and solvency; ● proactively managing our cost of capital to ensure that we can effectively manage operations and execute our business strategy, thereby maintaining a competitive advantage and enhancing shareholder value; and ● complying with covenant requirements in our financing agreements. 47 Under the Senior Credit Agreement, we pay interest based on a floating interest rate on balances outstanding.
At December 31, 2023 and 2022, the recorded amount of our long-term debt, including current portion, was $6.2 billion and $6.5 billion, respectively, and the fair value of our long-term debt, including current portion, was $5.6 billion and $5.7 billion, respectively, as of December 31, 2023 and 2022.
At December 31, 2024 and 2023, the principal outstanding of our long-term debt, including current portion, was $5.7 billion and $6.2 billion, respectively, and the fair value of our long-term debt, including current portion, was $4.6 billion and $5.6 billion, respectively, as of December 31, 2024 and 2023.
The agreement effectively limits the annual interest charged on all of our variable rate debt to a maximum one-month SOFR rate of 5 percent, plus the Applicable Margin, as specified in our Senior Credit Facility.
As of December 31, 2024, the caps have a combined fixed notional value of approximately $1.9 billion through maturity on December 31, 2025. The agreement effectively limits the annual interest charged on all of our variable rate debt to a maximum one-month SOFR rate of 5 percent, plus the Applicable Margin, as specified in our Senior Credit Agreement.
Removed
As of December 31, 2023, the caps have a combined fixed notional value of approximately $2.6 billion through the last business day in 2024 and then a reduction in notional value to approximately $2.1 billion until maturity on December 31, 2025.

Other GTN 10-K year-over-year comparisons