For the fourth quarter of 2024, we currently expect that Core advertising revenue will be down approximately 11% compared to the fourth quarter of 2023, due primarily to political advertising revenue displacement and the movement of SEC college football games in our Southeastern markets from the CBS Network to the ABC Network. In addition, the continuing impact of Hurricane Helene and the added impact of Hurricane Milton in the fourth quarter is expected to adversely impact Core advertising revenue in several of our Southeastern markets. We now anticipate Core advertising revenues within a range of $1.475 billion to $1.488 billion for full-year 2024, which is down approximately 3% from our earlier guidance of $1.525 billion and down approximately 2% compared to full-year 2023.

Our political advertising revenue in the third quarter of 2024 was $173 million, compared to the $190 million of political advertising revenue during the third quarter of 2020 that was recorded by our current television station portfolio. We anticipate that political advertising revenues for the fourth quarter of 2024 will be within a range of $248 million to $253 million, and for full-year 2024 within a range of $495 million to $500 million. Our political advertising revenue was impacted by fewer competitive non-presidential races in some of our markets during the second half of this year as well as the same significant factors affecting core advertising that are identified above.

Our retransmission consent revenue in the third quarter of 2024 was $369 million, which was within our guidance range. We currently expect retransmission consent revenues in the range of $355 million to $360 million for the fourth quarter of 2024 and, in a range of approximately $1.476 billion to $1.481 billion, for full-year 2024.

For the third quarter of 2024, our broadcasting operating expenses and corporate operating expenses were $14 million and $3 million below the low end of the expense guidance ranges, respectively. For full-year 2024, we currently expect broadcasting operating expenses and corporate operating expenses will be within the range of $2.324 billion to $2.334 billion, and $110 million to $115 million, respectively. These updated full-year expense estimates reflect significant decreases from the initial full-year guidance, provided in February of this year, of approximately $2.4 billion and $125 million, respectively. In addition, we currently anticipate capital expenditures for full-year 2024 of $135 million, which includes approximately $35 million, net of reimbursements, related to Assembly Atlanta. We expect additional reimbursements of approximately $18 million in the first quarter of 2025 related to 2024 capital expenditures at Assembly Atlanta.

COST CONTAINMENT INITIATIVES

Starting in August 2024, we began identifying and implementing various measures throughout the company that we expect will further reduce our operating expense run-rate by approximately $60 million on an annualized basis. As part of our routine budgeting process, we are carefully evaluating our capital expenditure needs for 2025.

We have taken several steps to reduce personnel expenses in 2025. These steps include streamlining workflows at our television stations and other business units, closing certain unfilled positions for which we were recruiting, eliminating certain positions that will not be filled following normal attrition throughout the second half of this year, and, for the first time in many years, eliminating certain positions in a handful of television stations and certain business units. Importantly, despite these staffing changes, we will continue to produce local newscasts with local journalists and local meteorologists in all of our existing local news markets, including small markets.

In terms of non-operating expenses, we anticipate a significant amount of interest savings due to lower debt balances resulting from open market debt repurchases and debt paydowns that have already occurred, and we anticipate will continue on an ongoing basis. We also anticipate that our cash income tax payments, net of refunds, for full-year 2024 will be approximately $133 million, approximately $49 million less than estimated in August of this year, due in part to interest expense deductibility in connection with Gray’s real estate assets, driven primarily by our Assembly Atlanta development.

DEBT REPURCHASES AND REPAYMENTS

We continue to focus on improving our balance sheet. From January 1, 2024 through September 30, 2024, we have reduced our principal amount of debt outstanding by $241 million. During the third quarter of 2024, we:

• Repurchased and retired $29 million of our outstanding 2027 Notes on the open market at an average price of approximately 92.1% of par value, thereby reducing the remaining par value of our 2027 Notes to $671 million;

• Repaid all amounts outstanding under our Revolving Credit Facility; and

• Repurchased and retired approximately $16 million of our outstanding 2021 Term Loan on the open market at an average price of approximately 90.8% of par value.
  

In addition to the amounts above, we have previously entered into agreements to further reduce our 2021 Term Loan by an additional $39 million at an average price of approximately 92.6% of par value, which transactions will close in November 2024. We anticipate that upon completion of all of the above transactions, the remaining 2021 Term Loan principal outstanding at par value will be $1.400 billion.

We project, including actions taken to date, reduction of our Net Debt (also referred to herein as Adjusted Total Indebtedness) during full-year 2024 of $500 million during full-year 2024.

On November 7, 2024, our Board of Directors approved an increase in our debt repurchase authorization to repurchase additional debt in the open market, which replenished the previous authorization, bringing the total current authorization to $250 million. The extent of such repurchases, including the amount and timing of any repurchases, will depend on general market conditions, regulatory requirements, alternative investment opportunities and other considerations. This repurchase program supersedes any previous repurchase authorization, does not require us to repurchase a minimum amount of debt, and it may be modified, suspended or terminated at any time without prior notice.

TAXES

• During the nine-months ended September 30, 2024 and 2023, we made income tax payments, net of refunds, of $130 million and $43 million, respectively. During the fourth quarter of 2024, based on our current forecasts, we anticipate making income tax payments, net of refunds, of approximately $3 million.

• As of September 30, 2024, we have an aggregate of $282 million of various state operating loss carryforwards, of which we expect that approximately $201 million will not be utilized.

GUIDANCE FOR THE THREE MONTHS AND TWELVE MONTHS ENDING DECEMBER 31, 2024

Based on our current forecasts for the quarter ending December 31, 2024, we anticipate the following key financial results, as outlined below in approximate ranges and as compared to the quarter ended December 31, 2023, as well as certain currently anticipated full-year financial results. As always, guidance may change in the future based on several factors and therefore may not reflect actual results:

(1)   Excludes depreciation, amortization, impairment and (gain) loss on disposal of assets.

The Company

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 36 percent of US television households. The portfolio includes 77 markets with the top-rated television station and 100 markets with the first and/or second highest rated television station, as well as the largest Telemundo Affiliate group with 43 markets totaling nearly 1.5 million Hispanic TV households. We also own Gray Digital Media, a full-service digital agency offering national and local clients digital marketing strategies with the most advanced digital products and services. Our additional media properties include video production companies Raycom Sports, Tupelo Media Group, and PowerNation Studios, and studio production facilities Assembly Atlanta and Third Rail Studios. Gray also owns a majority interest in Swirl Films.

Cautionary Statements for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act

This press release contains certain forward-looking statements that are based largely on our current expectations and reflect various estimates and assumptions by us. These statements are statements other than those of historical fact and may be identified by words such as “estimates,” “expect,” “anticipate,” “will,” “implied,” “assume” and similar expressions. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in such forward-looking statements. Such risks, trends and uncertainties, which in some instances are beyond our control, include: estimates of future revenue, future expenses, future capital expenditures, future income tax payments, future workforce reductions and other future events. We are subject to additional risks and uncertainties described in our quarterly and annual reports filed with the Securities and Exchange Commission from time to time, including in the “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections contained therein, which reports are made publicly available via our website, www.graymedia.com. Any forward-looking statements in this press release should be evaluated in light of these important risk factors. This press release reflects management’s views as of the date hereof. Except to the extent required by applicable law, Gray undertakes no obligation to update or revise any information contained in this press release beyond the published date, whether as a result of new information, future events or otherwise. Information about certain potential factors that could affect our business and financial results and cause actual results to differ materially from those expressed or implied in any forward-looking statements are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2023, and may be contained in reports subsequently filed with the U.S. Securities and Exchange Commission and available at www.sec.gov.

Conference Call Information:

We will host a conference call to discuss our third quarter operating results on November 8, 2024. The call will begin at 11:00 AM Eastern Time. The live dial-in number is 1 (800) 285-6670. The call will be webcast live and available for replay at www.graymedia.com. The taped replay of the conference call will be available at 1 (888) 556-3470, Confirmation Code: 898476# until December 8, 2024.

Gray Contacts

Web site: www.graymedia.com

Hilton H. Howell, Jr., Executive Chairman and Chief Executive Officer, (404) 266-5513

Pat LaPlatney, President and Co-Chief Executive Officer, (334) 206-1400

Jeffrey R. Gignac, Executive Vice President and Chief Financial Officer, (404) 504-9828

Kevin P. Latek, Executive Vice President, Chief Legal and Development Officer, (404) 266-8333

Non-GAAP Terms

In addition to results prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), this earnings release discusses “Adjusted EBITDA” a non-GAAP performance measure that management uses to evaluate the performance of the business. Adjusted EBITDA is calculated as net income (loss), adjusted for income tax expense (benefit), interest expense, loss on extinguishment of debt, non-cash stock-based compensation costs, non-cash 401(k) expense, depreciation, amortization of intangible assets, impairment of goodwill and other intangible assets, impairment of investments, loss (gain) on asset disposals and certain other miscellaneous items. We consider Adjusted EBITDA to be an indicator of our operating performance.

In addition to results prepared in accordance with GAAP, “Leverage Ratio Denominator” is a metric that management uses to calculate our compliance with our financial covenants in our indebtedness agreements. This metric is calculated as specified in our Senior Credit Agreement and is a significant measure that represents the denominator of a formula used to calculate compliance with material financial covenants within the Senior Credit Agreement that govern our ability to incur indebtedness, incur liens, make investments and make restricted payments, among other limitations usual and customary for credit agreements of this type. Accordingly, management believes this metric is a very material metric to our debt and equity investors. Leverage Ratio Denominator gives effect to the revenue and broadcast expenses of all completed acquisitions and divestitures as if they had been acquired or divested, respectively, on October 1, 2022. It also gives effect to certain operating synergies expected from the acquisitions and related financings and adds back professional fees incurred in completing the acquisitions. Certain of the financial information related to the acquisitions, if applicable, has been derived from, and adjusted based on, unaudited, un-reviewed financial information prepared by other entities, which Gray cannot independently verify. We cannot assure you that such financial information would not be materially different if such information were audited or reviewed and no assurances can be provided as to the accuracy of such information, or that our actual results would not differ materially from this financial information if the acquisitions had been completed on the stated date. In addition, the presentation of Leverage Ratio Denominator as determined in the Senior Credit Agreement and the adjustments to such information, including expected synergies, if applicable, resulting from such transactions, may not comply with GAAP or the requirements for pro forma financial information under Regulation S-X under the Securities Act of 1933. Leverage Ratio Denominator, as determined in the Senior Credit Agreement, represents an average amount for the preceding eight quarters then ended.

We define Transaction Related Expenses as incremental expenses incurred specific to acquisitions and divestitures, including but not limited to legal and professional fees, severance and incentive compensation, and contract termination fees. We present certain line items from our selected operating data, net of Transaction Related Expenses, in order to present a more meaningful comparison between periods of our operating expenses and our results of operations.

Our “Adjusted Total Indebtedness” or "Net Debt", “First Lien Adjusted Total Indebtedness” and “Secured Adjusted Total Indebtedness” in each case net of all cash, represents the amount of outstanding principal of our long-term debt, plus certain other obligations as defined in our Senior Credit Agreement for the applicable amount of indebtedness.

These non-GAAP terms are not defined in GAAP and our definitions may differ from, and therefore may not be comparable to, similarly titled measures used by other companies, thereby limiting their usefulness. Such terms are used by management in addition to, and in conjunction with, results presented in accordance with GAAP and should be considered as supplements to, and not as substitutes for, net income and cash flows reported in accordance with GAAP.