Financial Data and Key Metrics Changes - For FY 2025, net revenues decreased by 2% to $180.2 million, while adjusted EBITDA fell to $16.6 million from $22.3 million in FY 2024, reflecting market pressures and one-off costs [4][8] - The company reported a net loss after tax (NPAT) of CAD 6.1 million compared to a profit of CAD 5.7 million in FY 2024, primarily due to a non-cash impairment of a subsidiary amounting to approximately CAD 10.3 million [9] Business Line Data and Key Metrics Changes - BTN's local currency revenues grew by 2%, but Australian dollar revenues declined by 8% due to foreign exchange movements [5] - GTN UK AUD revenues increased by 2% supported by a stronger sterling, while local currency revenues fell by 2% [5] - CTN revenues declined by 5% in local terms and 7% in Australian dollars, impacted by trade policy and uncertainty [5] Market Data and Key Metrics Changes - The advertising market faced significant macroeconomic challenges, including geopolitical uncertainty and trade tensions, which affected global advertising revenues [4][6] - Despite these challenges, the diversified geographic footprint provided a natural hedge against local market volatility [4] Company Strategy and Development Direction - The long-term strategy remains focused on nurturing and growing core radio and television affiliate relationships, delivering unique propositions to advertising partners, and managing the cost structure through new technologies, including AI [2] - The company aims to strengthen its platform through expanded affiliate agreements and enhanced sales systems [6] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the uncertain near-term conditions but expressed confidence in the company's strengthened operations, scalable cost base, and diversified portfolio as a solid foundation for future growth [7] - The corporate transformation is largely complete, positioning the company to continue delivering shareholder value in FY 2026 and beyond [3] Other Important Information - The company held net cash of CAD 21.1 million at year-end, after paying CAD 8.2 million in dividends, retiring CAD 8 million of bank debt, and returning CAD 5.2 million through share buybacks [1][10] - A capital return of CAD 0.23 per share was executed in August 2025, funded through available cash balances and a drawn-down on the bank facility [10] Q&A Session Summary Question: How does the company manage inventory to increase yields in a tough advertising market? - The company actively manages the balance between audience reach, inventory levels, and sellout ratios, and is prepared to reduce inventory if necessary to maintain appropriate yield levels [14] Question: What are the key advertising sectors for the company compared to other media spaces? - The automotive sector has shown significant activity and growth in advertising, along with consistent support from major furniture retailers in the Australian market [16][17]

For personal use only For personal use only For personal use only For personal use only (0.73%) CAGR 0.90% CAGR 0.78% CAGR 0.93% CAGR For personal use only For personal use only For personal use only For personal use only For personal use only For personal use only For personal use only | atn KPIs | FY25 | FY24 | %chg | | --- | --- | --- | --- | | Radio spots inventory ('000) (1) | 1,114 | 1,080 | 3.1% Spots | | Radio sell-out rate (%) (2) | 56% | 60% | (4%) Sell-out | | Average radio spot rate (AUD) (3) | ...

Core Achievements - Gray Media has achieved two historic milestones in broadcasting using the ATSC 3.0 (NEXTGEN TV) format [1] HDR Broadcasts - Gray's Tupelo Media Group will produce and WVUE FOX8 will broadcast the New Orleans Saints preseason game in native High Dynamic Range (HDR), marking the first over-the-air broadcast in the U.S. of programming produced in native HDR [2] - This broadcast will enhance viewer experience by providing improved contrast between the brightest and darkest colors on the screen, showcasing the benefits of NEXTGEN TV [2][4] Network Upgrades - Gray Media is the first broadcast group to upconvert to HDR across all Big Four Networks, completing this upgrade in time for the college and professional football seasons [3] - This upgrade aims to ensure a first-in-class viewing experience for viewers of Gray's affiliated NEXTGEN TV stations [3] Company Overview - Gray Media, Inc. is the largest owner of top-rated local television stations in the U.S., serving 113 television markets and reaching approximately 37% of U.S. television households [5] - The company operates 78 markets with the top-rated television station and 99 markets with the first and/or second highest-rated television station during 2024, along with the largest Telemundo Affiliate group [5]

Core Viewpoint - Gray Media has announced a new video streaming deal with Google Cloud and Quickplay, aiming to redefine the streaming experience through personalized content delivery and advanced AI capabilities [1][4]. Group 1: Streaming Technology and Innovation - The partnership will leverage Google Cloud's AI infrastructure and Quickplay's cloud-native platform to create a deeply personalized viewing experience [1][4]. - Gray's new streaming environment is expected to revolutionize media streaming by providing tailored recommendations and a seamless content experience across devices [2][3]. Group 2: Strategic Goals and Implementation - The collaboration is seen as a pivotal moment for Gray, positioning the company as a leader in local streaming with a focus on personalized experiences [2]. - The new streaming structure and viewer personalization strategy are set to roll out in all Gray markets starting January 2026 [4]. Group 3: Company Overview - Gray Media, Inc. is the largest owner of top-rated local television stations in the U.S., reaching approximately 37% of U.S. television households across 113 markets [6][7]. - The company also operates Gray Digital Media, providing advanced digital marketing strategies and services [7].

Core Insights - Gray Media achieved a record number of 10 National Edward R. Murrow Awards for excellence in journalism, the most wins by any broadcast television group this year [1][2] - The company received a total of 81 regional Murrow awards, highlighting its commitment to exceptional journalism and impactful storytelling [2] Company Overview - Gray Media, Inc. is the largest owner of top-rated local television stations in the U.S., serving 113 television markets and reaching approximately 37% of U.S. television households [3] - The company operates 78 markets with the top-rated television station and 99 markets with the first and/or second highest-rated television station as of 2024 [3] - Gray Media also owns Gray Digital Media, which provides advanced digital marketing strategies, and various media properties including Raycom Sports and Assembly Atlanta [3] Award-Winning Stations - WRDW in Augusta, Georgia, received three national awards for investigative reporting on law enforcement and public safety issues [4] - WMTV in Madison, Wisconsin, earned two national awards for breaking news coverage of a school shooting [4] - Arizona's Family in Phoenix was recognized for a documentary on a convicted serial killer [4] - KCTV in Kansas City received an award for coverage of a mass shooting incident [4] - WMBF in Myrtle Beach was honored for reporting on neighborhood harassment and state law issues [4] - WVUE in New Orleans was recognized for investigative reporting that influenced legal reforms [4] - WIS in Columbia was awarded for a series on the dangers of high-speed police chases [4]

Group 1 - Gray Media, Inc. has renewed its network affiliations with Fox Television Network for all of its Fox affiliated television stations across 27 markets [1] - The markets include major cities such as Portland, Oregon; Cincinnati, Ohio; Las Vegas, Nevada; and Birmingham, Alabama [1] Group 2 - Gray Media is the largest owner of top-rated local television stations and digital assets in the United States, serving 113 television markets [2] - The company reaches approximately 37 percent of US television households and includes 78 markets with the top-rated television station [2] - Gray Media also has the largest Telemundo Affiliate group with 44 markets and owns Gray Digital Media, a full-service digital agency [2]

Group 1 - Gray Media has promoted Bob Kroeger to Chief Technology Officer, effective immediately, succeeding David Burke who retired on July 31 [1][3] - Bob Kroeger has over 32 years of experience in television broadcast engineering and information technology, having held executive roles at major broadcast groups [3][4] - His technical expertise includes IT strategy, enterprise security, broadcast system management, datacenter operations, and emerging technologies [4] Group 2 - Gray Media, Inc. is the largest owner of top-rated local television stations and digital assets in the U.S., reaching approximately 37 percent of U.S. television households [5] - The company operates in 113 television markets, with 78 markets having the top-rated television station and 99 markets with the first and/or second highest rated television station during 2024 [5] - Gray Media also owns Gray Digital Media, which provides advanced digital marketing strategies, and has additional media properties including video production companies and studio production facilities [5]

Group 1 - Gray Media, Inc. reported a quarterly loss of $0.42 per share, which was worse than the analyst consensus estimate of a loss of $0.36 per share [1] - The company achieved quarterly sales of $772 million, exceeding the analyst consensus estimate of $765.15 million [1] - For the third quarter, Gray Media projects sales between $735 million and $750 million, lower than market estimates of $786.212 million [1] Group 2 - Following the earnings announcement, Benchmark analyst Daniel Kurnos maintained a Buy rating on Gray Media and raised the price target from $7 to $9 [4] - Wells Fargo analyst Steven Cahall maintained an Equal-Weight rating and increased the price target from $4.5 to $5 [4] - Gray Media shares increased by 16% to trade at $4.79 on Monday [1]

[Front Matter](index=1&type=section&id=Front%20Matter) [Filing Information](index=1&type=section&id=Filing%20Information) This report is Gray Media, Inc.'s Form 10-Q quarterly report for the period ended June 30, 2025, with the company classified as an accelerated filer - Gray Media, Inc. is an **accelerated filer**[4](index=4&type=chunk) | Metric | Details | | :--- | :--- | | Security Type | Class A common stock (no par value), common stock (no par value) | | Ticker Symbol | GTN.A, GTN | | Exchange Registered | New York Stock Exchange | | Common Stock Outstanding as of August 1, 2025 | 92,500,245 shares | | Class A Common Stock Outstanding as of August 1, 2025 | 9,586,408 shares | [Table of Contents](index=3&type=section&id=INDEX) [Report Structure](index=3&type=section&id=Report%20Structure) This report's table of contents clearly outlines Part I Financial Information and Part II Other Information, covering financial statements, management's discussion, market risk, controls, legal proceedings, risk factors, exhibits, and signatures - The report is divided into two main parts: **PART I. FINANCIAL INFORMATION** and **PART II. OTHER INFORMATION**[8](index=8&type=chunk) [PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section includes Gray Media, Inc.'s unaudited condensed consolidated financial statements, comprising balance sheets, statements of operations, comprehensive (loss) income, stockholders' equity, and cash flows, along with detailed notes to these statements [Condensed Consolidated Balance Sheets (Unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited)) As of June 30, 2025, total assets were $10,352 million, a decrease from $10,542 million on December 31, 2024, with total liabilities at $7,521 million and total stockholders' equity at $2,181 million | Metric (Millions of USD) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash | 199 | 135 | | Accounts Receivable, Net | 216 | 337 | | Total Current Assets | 478 | 541 | | Broadcast Licenses | 5,310 | 5,311 | | Goodwill | 2,642 | 2,642 | | Total Assets | 10,352 | 10,542 | | Total Current Liabilities | 549 | 527 | | Long-Term Debt (less current portion and deferred financing costs) | 5,580 | 5,601 | | Deferred Income Taxes | 1,312 | 1,347 | | Total Liabilities | 7,521 | 7,609 | | Total Stockholders' Equity | 2,181 | 2,283 | [Condensed Consolidated Statements of Operations (Unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20(Unaudited)) For the three and six months ended June 30, 2025, total revenue decreased, and the company reported a net loss, contrasting with net income in the prior year, with operating income and earnings per share also significantly declining | Metric (Millions of USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :--- | :--- | :--- | :--- | :--- | | Total Revenue (less agency commissions) | 772 | 826 | 1,554 | 1,649 | | Operating Income | 82 | 152 | 174 | 276 | | Net (Loss) Income | (56) | 22 | (65) | 110 | | Net (Loss) Income Attributable to Common Stockholders | (69) | 9 | (91) | 84 | | Basic (Loss) Earnings Per Share | (0.71) | 0.09 | (0.95) | 0.89 | | Diluted (Loss) Earnings Per Share | (0.71) | 0.09 | (0.95) | 0.88 | | Dividends Declared Per Common Share | 0.08 | 0.08 | 0.16 | 0.16 | [Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20(Loss)%20Income%20(Unaudited)) For the three and six months ended June 30, 2025, comprehensive (loss) income was $(56) million and $(66) million, respectively, primarily due to net loss and fair value adjustments of interest rate caps | Metric (Millions of USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :--- | :--- | :--- | :--- | :--- | | Net (Loss) Income | (56) | 22 | (65) | 110 | | Other Comprehensive Loss, Net | - | (2) | (1) | (2) | | Comprehensive (Loss) Income | (56) | 20 | (66) | 108 | [Condensed Consolidated Statements of Stockholders' Equity (Unaudited)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20(Unaudited)) As of June 30, 2025, total stockholders' equity decreased to $2,181 million from $2,283 million on December 31, 2024, primarily due to net loss and dividend payments | Metric (Millions of USD) | December 31, 2024 | March 31, 2025 | June 30, 2025 | | :--- | :--- | :--- | :--- | | Retained Earnings | 1,375 | 1,345 | 1,268 | | Accumulated Other Comprehensive Loss | (30) | (31) | (31) | | Common Stock in Treasury | (284) | (287) | (288) | | Class A Common Stock in Treasury | (33) | (35) | (35) | | Total Stockholders' Equity | 2,283 | 2,254 | 2,181 | [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) For the six months ended June 30, 2025, net cash provided by operating activities was $163 million, net cash used in investing activities was $14 million, and net cash used in financing activities was $85 million, resulting in a net increase in cash of $64 million | Metric (Millions of USD) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | 163 | 86 | | Net Cash (Used in) Provided by Investing Activities | (14) | 50 | | Net Cash Used in Financing Activities | (85) | (82) | | Net Increase in Cash | 64 | 54 | | Cash at End of Period | 199 | 75 | [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section provides detailed notes to the condensed consolidated financial statements, covering key areas such as accounting policies, revenue recognition, long-term debt, fair value measurements, stockholders' equity, retirement plans, stock-based compensation, leases, commitments and contingencies, goodwill and intangible assets, income taxes, segment information, and subsequent events [1. Basis of Presentation](index=11&type=section&id=1.%20Basis%20of%20Presentation) This note describes the basis of financial statement preparation, the company's profile as a multimedia entity, its primary operating segments of broadcasting and production, and significant management estimates made in preparing the financial statements - The company is an Atlanta, Georgia-based multimedia company, owning the largest portfolio of top-ranked local television stations and digital assets in the United States, serving 113 television markets and covering approximately **37%** of U.S. television households[26](index=26&type=chunk) - The company operates in two reportable operating segments: **Broadcast** and **Production Company**[25](index=25&type=chunk) - Significant estimates include allowance for credit losses on accounts receivable, valuation of goodwill and intangible assets, amortization of program rights and intangible assets, pension costs, income taxes, employee medical claims, useful lives of property and equipment, and contingencies[29](index=29&type=chunk) [2. Revenue](index=15&type=section&id=2.%20Revenue) This note details the company's revenue recognition policies, including deferred revenue treatment, and disaggregates revenue by service type and sales channel, showing the composition of core advertising, political advertising, retransmission consent, and production company revenue | Deferred Revenue Type (Millions of USD) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Advertising Deposit Liabilities | 11 | 12 | | Other Deposit Liabilities | 16 | 17 | | Total Deferred Revenue | 27 | 29 | | Market and Service Type (Millions of USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :--- | :--- | :--- | :--- | :--- | | Core Advertising | 361 | 373 | 705 | 745 | | Political Advertising | 9 | 47 | 22 | 74 | | Retransmission Consent | 369 | 371 | 748 | 752 | | Production Company | 18 | 18 | 45 | 42 | | Other | 15 | 17 | 34 | 36 | | Total Revenue | 772 | 826 | 1,554 | 1,649 | | Sales Channel: | | | | | | Direct | 554 | 551 | 1,118 | 1,107 | | Advertising Agency Intermediary | 218 | 275 | 436 | 542 | | Total Revenue | 772 | 826 | 1,554 | 1,649 | [3. Long Term Debt](index=17&type=section&id=3.%20Long%20Term%20Debt) This note details the company's long-term debt composition, including term loans under the senior credit facility and various senior notes, with total outstanding principal of $5,651 million as of June 30, 2025, and discloses revolving credit facility availability and interest rate cap agreements | Long-Term Debt (Millions of USD) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 2021 Term Loan | 1,369 | 1,395 | | 2024 Term Loan | 493 | 498 | | 2029 Senior Secured First Lien Notes | 1,250 | 1,250 | | 2026 Senior Unsecured Notes | 2 | 10 | | 2027 Senior Unsecured Notes | 528 | 528 | | 2030 Senior Unsecured Notes | 790 | 790 | | 2031 Notes | 1,219 | 1,219 | | Total Outstanding Principal (including current portion) | 5,651 | 5,690 | | Long-Term Debt (less current portion and deferred financing costs) | 5,580 | 5,601 | | Revolving Credit Facility (Millions of USD) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Revolving Credit Facility Commitment | 700 | 680 | | Outstanding Undrawn Letters of Credit | (8) | (6) | | Revolving Credit Facility Available Borrowings | 692 | 674 | - The company amended the notional amount of its interest rate caps on May 30, 2025, to better match the amount of underlying outstanding debt; as of June 30, 2025, the total notional value of interest rate caps was approximately **$1.9 billion**, maturing on December 31, 2025[49](index=49&type=chunk) | Long-Term Debt Minimum Principal Maturities (Millions of USD) | | :--- | | 2026 | 22 | | 2027 | 548 | | 2028 | 1,344 | | 2029 | 1,728 | | 2030 | 790 | | Thereafter | 1,219 | | Total | 5,651 | [4. Fair Value Measurement](index=19&type=section&id=4.%20Fair%20Value%20Measurement) This note explains the company's fair value measurement methods for certain assets and liabilities, categorized by fair value hierarchy (Level 1, 2, 3), with long-term debt having a fair value of $5.2 billion and interest rate caps a $33 million liability as of June 30, 2025 | Metric (Millions of USD) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Long-Term Debt Carrying Value | 5,600 | 5,600 | | Long-Term Debt Fair Value | 5,200 | 4,600 | | Interest Rate Cap Fair Value (Liability) | 33 | 32 | - The fair values of long-term debt and interest rate caps are based on observable estimates provided by third-party financial professionals, thus categorized as **Level 2** within the fair value hierarchy[59](index=59&type=chunk)[60](index=60&type=chunk) [5. Stockholders' Equity](index=19&type=section&id=5.%20Stockholders'%20Equity) This note describes the company's capital structure, including authorized, issued, and voting rights for common stock and Class A common stock, as well as declared cash dividends and shares reserved for employee benefit plans - The company is authorized to issue **245 million** shares of all classes of stock, including **25 million** shares of Class A common stock, **200 million** shares of common stock, and **20 million** shares of 'blank check' preferred stock[61](index=61&type=chunk) - Common stock and Class A common stock have identical rights, except Class A common stock has **10 votes per share**, while common stock has **1 vote per share**[61](index=61&type=chunk) | Dividend Information | | :--- | | Quarterly Cash Dividend Per Share of Common and Class A Common Stock | $0.08 | | Total Dividends Declared and Paid for the Six Months Ended June 30, 2025 and 2024 | $16 million | [6. Retirement Plans](index=19&type=section&id=6.%20Retirement%20Plans) This note discloses the company's net periodic pension benefit for retirement plans and reports cash matching contributions to its 401(k) plan - For the six months ended June 30, 2025, the company contributed **$14 million** in cash matching contributions to its 401(k) plan[66](index=66&type=chunk) - The company expects to contribute **$10 million** in cash matching contributions to its 401(k) plan for the remainder of 2025[66](index=66&type=chunk) [7. Stock-based Compensation](index=20&type=section&id=7.%20Stock-based%20Compensation) This note provides stock-based compensation expense and related income tax benefits, summarizing restricted common stock and Class A common stock activity for the six months ended June 30, 2025 and 2024 | Stock-Based Compensation Expense (Millions of USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :--- | :--- | :--- | :--- | :--- | | Total Stock-Based Compensation Expense | 5 | 6 | 12 | 12 | | Income Tax Benefit Related to Stock-Based Compensation | (1) | (2) | (3) | (3) | | Net Stock-Based Compensation Expense | 4 | 4 | 9 | 9 | | Restricted Stock Activity (Shares) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :--- | :--- | :--- | | Restricted Common Stock Outstanding, Beginning of Period | 2,567,707 | 1,467,936 | | Restricted Common Stock Granted | 1,449,846 | 1,785,958 | | Restricted Common Stock Vested | (851,400) | (480,412) | | Restricted Common Stock Outstanding, End of Period | 3,166,153 | 2,643,482 | | Restricted Class A Common Stock Outstanding, Beginning of Period | 1,589,020 | 1,148,233 | | Restricted Class A Common Stock Granted | 961,422 | 823,393 | | Restricted Class A Common Stock Vested | (422,028) | (318,733) | | Restricted Class A Common Stock Outstanding, End of Period | 2,128,414 | 1,652,893 | | Restricted Stock Units - Common Stock Outstanding, End of Period | - | 1,229,390 | [8. Leases](index=21&type=section&id=8.%20Leases) This note details the company's leasing activities as both lessee and lessor, primarily leasing facilities, data centers, and vehicles with a weighted-average remaining lease term of approximately 9 years, and leasing or subleasing production facilities, land, towers, and office space | Lease Expense (Millions of USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :--- | :--- | :--- | :--- | :--- | | Operating Lease Expense | 4 | 4 | 8 | 8 | | Short-Term Lease Expense | 1 | 1 | 3 | 2 | | Total Lease Expense | 5 | 5 | 11 | 10 | | Operating Lease Liability Maturities (Millions of USD) | | :--- | | Remainder of 2025 | 7 | | 2026 | 14 | | 2027 | 12 | | 2028 | 10 | | 2029 | 9 | | Thereafter | 47 | | Total Lease Payments | 99 | | Less: Estimated Interest | (27) | | Present Value of Lease Liabilities | 72 | | Operating Lease Income (Millions of USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :--- | :--- | :--- | :--- | :--- | | Fixed Lease Income | 6 | 5 | 11 | 11 | | Variable Lease Income | 4 | 4 | 8 | 8 | | Total Operating Lease Income | 10 | 9 | 19 | 19 | | Future Minimum Rental Income from Non-Cancelable Leases and Subleases (Millions of USD) | | :--- | | Remainder of 2025 | 13 | | 2026 | 24 | | 2027 | 23 | | 2028 | 23 | | 2029 | 23 | | Thereafter | 226 | | Total Lease Income | 332 | [9. Commitments and Contingencies](index=22&type=section&id=9.%20Commitments%20and%20Contingencies) This note indicates the company faces legal proceedings, actions, and claims in the ordinary course of business, but management believes the ultimate liability will not materially affect the company's financial position, results of operations, or cash flows - Management believes that the ultimate liability, if any, related to legal proceedings, actions, and claims will not materially affect the company's financial position, results of operations, or cash flows[75](index=75&type=chunk) [10. Goodwill and Intangible Assets](index=23&type=section&id=10.%20Goodwill%20and%20Intangible%20Assets) This note discloses changes in goodwill and intangible assets as of June 30, 2025, including a $28 million non-cash impairment charge recorded due to a change in a television station network affiliation - For the six months ended June 30, 2025, the company recorded a **$28 million** non-cash impairment charge related to a change in a television station network affiliation[77](index=77&type=chunk) | Goodwill and Intangible Assets, Net (Millions of USD) | December 31, 2024 | June 30, 2025 | | :--- | :--- | :--- | | Goodwill | 2,642 | 2,642 | | Broadcast Licenses | 5,311 | 5,310 | | Finite-Lived Intangible Assets | 290 | 203 | | Total Intangible Assets, Net of Amortization | 8,243 | 8,155 | - Amortization expense for the six months ended June 30, 2025 and 2024 was **$57 million** and **$63 million**, respectively[77](index=77&type=chunk) [11. Income Taxes](index=24&type=section&id=11.%20Income%20Taxes) This note provides income tax expense and effective income tax rates for the three and six months ended June 30, 2025 and 2024, and discusses state net operating loss carryforwards and their valuation allowances | Income Tax Information (Millions of USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :--- | :--- | :--- | :--- | :--- | | Income Tax Expense | 21 | 7 | 6 | 38 | | Effective Income Tax Rate | (60%) | 24% | (10%) | 26% | - As of June 30, 2025, the company had approximately **$252 million** of various state net operating loss carryforwards, of which approximately **$173 million** are expected to be unusable due to Section 382 limitations or expiration[80](index=80&type=chunk) [12. Segment Information](index=25&type=section&id=12.%20Segment%20Information) This note provides financial information for the company's two operating segments (Broadcast and Production Company), including revenue, operating profit (loss), and capital expenditures, to aid in evaluating each segment's performance | Segment Information (Millions of USD) | Broadcast (June 30, 2025) | Production Company (June 30, 2025) | Other (June 30, 2025) | Consolidated (June 30, 2025) | | :--- | :--- | :--- | :--- | :--- | | Total Revenue (less agency commissions) | 1,509 | 45 | - | 1,554 | | Segment Operating Profit (Loss) | 236 | (4) | (58) | 174 | | Capital Expenditures (excluding business combinations) | 21 | 19 | - | 40 | | Goodwill | 2,614 | 28 | - | 2,642 | | Broadcast and Technology Company Investments | 41 | 4 | 13 | 58 | | Total Assets | 9,383 | 723 | 246 | 10,352 | | Segment Information (Millions of USD) | Broadcast (June 30, 2024) | Production Company (June 30, 2024) | Other (June 30, 2024) | Consolidated (June 30, 2024) | | :--- | :--- | :--- | :--- | :--- | | Total Revenue (less agency commissions) | 1,607 | 42 | - | 1,649 | | Segment Operating Profit (Loss) | 335 | (2) | (57) | 276 | | Capital Expenditures (excluding business combinations) | 41 | 22 | - | 63 | [13. Subsequent Events](index=27&type=section&id=13.%20Subsequent%20Events) This note discloses significant events occurring after the reporting period, including U.S. tax reform, multiple television station acquisition and divestiture agreements, and debt refinancing activities through the issuance of 2032 and 2033 senior secured notes - On July 4, 2025, the U.S. enacted the 'One Big Beautiful Bill Act' tax reform legislation, expected to impact income taxes payable and deferred tax assets and liabilities[83](index=83&type=chunk) - Subsequent to the end of the second quarter, the company entered into multiple television station acquisition and divestiture agreements involving Scripps, Sagamore Hill Broadcasting, Inc., Block Communications, Inc., and Allen Media Group, Inc., expected to close in the fourth quarter of 2025[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk) - On July 18, 2025, the company issued **$900 million** aggregate principal amount of 9.625% Senior Secured Second Lien Notes due 2032, combined with revolving credit facility borrowings, to repurchase 2027 Notes and repay the 2024 Term Loan[89](index=89&type=chunk)[90](index=90&type=chunk) - On July 25, 2025, the company issued **$775 million** aggregate principal amount of 7.25% Senior Secured First Lien Notes due 2033, used to repay the 2021 Term Loan, 2024 Term Loan, and revolving credit facility[94](index=94&type=chunk)[95](index=95&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's discussion and analysis of Gray Media, Inc.'s financial condition and results of operations, covering business overview, revenue sources, operating results, liquidity, capital resources, critical accounting policies, and cautionary statements regarding forward-looking statements [Executive Overview](index=30&type=section&id=Executive%20Overview) This section outlines Gray Media's business as a large multimedia company, with revenue primarily from broadcast and internet advertising, retransmission consent fees, and other production services, noting the seasonal impact of political cycles, Olympics, and Super Bowl on advertising revenue - The company is the largest owner of top-ranked local television stations and digital assets in the United States, serving 113 television markets and covering approximately **37%** of U.S. television households[99](index=99&type=chunk) - Primary operating revenue is derived from broadcast and internet advertising, retransmission consent fees, and other sources such as television and event program production, television commercials, production studio rentals, tower leases, and management fees[100](index=100&type=chunk) - Broadcast and internet advertising revenue is influenced by political election cycles (increasing in even-numbered years), seasonality (highest in the second and fourth quarters), and broadcasts of events like the Olympics and Super Bowl[103](index=103&type=chunk) - Service industries (financial, legal, medical) and the automotive industry are significant sources of the company's non-political broadcast advertising revenue, accounting for **25%** and **15%** respectively in the first half of 2025[102](index=102&type=chunk) [Revenue](index=31&type=section&id=Revenue) This section details the company's revenue composition for the three and six months ended June 30, 2025 and 2024, including core advertising, political advertising, retransmission consent, production company revenue, and other income | Revenue Type (Millions of USD) | June 30, 2025 (3 months) | Percentage | June 30, 2024 (3 months) | Percentage | June 30, 2025 (6 months) | Percentage | June 30, 2024 (6 months) | Percentage | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Core Advertising | 361 | 47% | 373 | 45% | 705 | 45% | 745 | 45% | | Political Advertising | 9 | 1% | 47 | 6% | 22 | 1% | 74 | 4% | | Retransmission Consent | 369 | 48% | 371 | 45% | 748 | 48% | 752 | 46% | | Production Company | 18 | 2% | 18 | 2% | 45 | 3% | 42 | 3% | | Other | 15 | 2% | 17 | 2% | 34 | 3% | 36 | 2% | | Total | 772 | 100% | 826 | 100% | 1,554 | 100% | 1,649 | 100% | [Results of Operations](index=31&type=section&id=Results%20of%20Operations) This section analyzes the company's operating results for the three and six months of 2025 compared to the same periods in 2024, explaining changes in revenue, operating expenses, depreciation, amortization, impairment, interest expense, and income taxes [Three-Months Ended June 30, 2025 Compared to Three-Months Ended June 30, 2024](index=31&type=section&id=Three-Months%20Ended%20June%2030,%202025%20Compared%20to%20Three-Months%20Ended%20June%2030,%202024) For the three months ended June 30, 2025, total revenue decreased 7% year-over-year to $772 million, primarily due to an 81% decline in political advertising revenue, with operating income falling to $82 million and a net loss of $56 million | Metric (Millions of USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | Change Amount | Change Percentage | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 772 | 826 | (54) | -7% | | Core Advertising Revenue | 361 | 373 | (12) | -3% | | Political Advertising Revenue | 9 | 47 | (38) | -81% | | Retransmission Consent Revenue | 369 | 371 | (2) | -1% | | Broadcast Expenses | 563 | 565 | (2) | <1% | | Production Company Operating Expenses | 20 | 14 | 6 | 43% | | Corporate and Administrative Expenses | 25 | 28 | (3) | -11% | | Depreciation | 32 | 36 | (4) | -11% | | Amortization of Intangible Assets | 28 | 32 | (4) | -13% | | Impairment of Intangible Assets | 28 | - | 28 | - | | Gain on Disposal of Assets, Net | 6 | 1 | 5 | 500% | | Interest Expense | 117 | 118 | (1) | -1% | | Income Tax Expense | 21 | 7 | 14 | 200% | | Effective Income Tax Rate | (60%) | 24% | - | - | - Broadcast salaries and related benefits decreased by **$4 million**, primarily due to reduced headcount from 2024 cost control measures and lower incentive compensation due to decreased revenue[108](index=108&type=chunk) - An intangible asset impairment of **$28 million** was recorded, related to a change in a television station network affiliation[113](index=113&type=chunk) [Six-months Ended June 30, 2025 Compared to Six-months Ended June 30, 2024](index=32&type=section&id=Six-months%20Ended%20June%2030,%202025%20Compared%20to%20Six-months%20Ended%20June%2030,%202024) For the six months ended June 30, 2025, total revenue decreased 6% year-over-year to $1,554 million, primarily due to a 70% decline in political advertising and a 5% decrease in core advertising, resulting in a net loss of $65 million | Metric (Millions of USD) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | Change Amount | Change Percentage | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 1,554 | 1,649 | (95) | -6% | | Core Advertising Revenue | 705 | 745 | (40) | -5% | | Political Advertising Revenue | 22 | 74 | (52) | -70% | | Retransmission Consent Revenue | 748 | 752 | (4) | -1% | | Production Company Revenue | 45 | 42 | 3 | 7% | | Broadcast Expenses | 1,140 | 1,148 | (8) | -1% | | Production Company Operating Expenses | 40 | 35 | 5 | 14% | | Corporate and Administrative Expenses | 57 | 56 | 1 | 2% | | Depreciation | 66 | 72 | (6) | -8% | | Amortization of Intangible Assets | 57 | 63 | (6) | -10% | | Impairment of Intangible Assets | 28 | - | 28 | - | | Gain on Disposal of Assets, Net | 8 | 1 | 7 | 700% | | Miscellaneous Income, Net | 1 | 112 | (111) | -99% | | Interest Expense | 235 | 233 | 2 | 1% | | Loss (Gain) on Early Extinguishment of Debt | 1 | (7) | 8 | - | | Income Tax Expense | 6 | 38 | (32) | -84% | | Effective Income Tax Rate | (10%) | 26% | - | - | - Core advertising revenue decreased **5%**, partly due to macroeconomic weakness and **$9 million** in Super Bowl advertising revenue from 33 FOX channels in 2025, lower than **$18 million** from 54 CBS channels in 2024[117](index=117&type=chunk) - On February 8, 2024, the company recognized a **$110 million** gain from the sale of its BMI investment, leading to a significant decrease in net miscellaneous income[123](index=123&type=chunk) - Average total outstanding long-term debt decreased from **$6.2 billion** in the first half of 2024 to **$5.7 billion** in the first half of 2025, but the average total interest rate increased from **6.8%** to **7.4%**[124](index=124&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash flows, debt position, and ability to meet future obligations, noting a significant increase in net cash provided by operating activities and anticipated sufficient liquidity for the next 12 months, with disclosures on debt covenant compliance, leverage ratios, and subsequent debt refinancing and acquisition/divestiture activities | Cash Flow Summary (Millions of USD) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | 163 | 86 | | Net Cash (Used in) Provided by Investing Activities | (14) | 50 | | Net Cash Used in Financing Activities | (85) | (82) | | Net Increase in Cash | 64 | 54 | - Net cash provided by operating activities increased by **$77 million**, primarily due to a **$159 million** cash inflow from working capital account changes, including **$100 million** from increased accounts receivable sold under the securitization facility in the first half of 2025[128](index=128&type=chunk) - The company expects to pay approximately **$458 million** in debt interest over the 12 months following June 30, 2025[131](index=131&type=chunk) - The company anticipates that existing cash, future operating cash flows, borrowings under its senior credit facility, and potential external equity or debt financing will be sufficient to meet debt service, capital expenditures, and acquisition-related obligations for the next 12 months and the foreseeable future[132](index=132&type=chunk) - As of June 30, 2025, and December 31, 2024, the company was in compliance with all necessary covenants under its debt obligations[134](index=134&type=chunk) | Leverage Ratios (as of June 30, 2025) | | :--- | | Adjusted Total Debt (Millions of USD) | 5,460 | | Leverage Ratio (Maximum Permitted 7.00:1.00) | 5.60 | | First Lien Adjusted Total Debt (Millions of USD) | 2,913 | | First Lien Leverage Ratio (Maximum Permitted 4.00:1.00) | 2.99 | | Secured Adjusted Total Debt (Millions of USD) | 2,913 | | Secured Leverage Ratio (Maximum Permitted 5.50:1.00) | 2.99 | - The Board of Directors authorized the use of up to **$250 million** of available liquidity to repurchase outstanding debt, with approximately **$232 million** remaining available to date[139](index=139&type=chunk) - Subsequent to the period, the company successfully refinanced debt by issuing 2032 and 2033 senior secured notes and increased its revolving credit facility[140](index=140&type=chunk)[141](index=141&type=chunk) - Subsequent to the period, the company announced multiple television station acquisition and divestiture agreements, expected to help reduce the company's leverage ratio[142](index=142&type=chunk)[143](index=143&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk) - Routine capital expenditures for the remainder of 2025 are projected to be between **$40 million** and **$45 million**, with an anticipated **$20 million** public infrastructure transfer compensation from the Doraville Community Improvement District[148](index=148&type=chunk) [Critical Accounting Policies](index=39&type=section&id=Critical%20Accounting%20Policies) This section identifies critical accounting policies requiring management judgment and estimates in financial statement preparation, including intangible assets and income taxes - The company considers its accounting policies related to intangible assets and income taxes as critical, requiring management judgment or estimates in their application, where differences could materially impact future reported results[153](index=153&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=39&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section warns readers that this quarterly report contains forward-looking statements, which are not guarantees of future performance and involve significant risks and uncertainties, where actual results may differ materially from those in forward-looking statements - Forward-looking statements are not guarantees of future performance, results, or events, and involve significant risks and uncertainties[154](index=154&type=chunk) - Readers should exercise caution with any forward-looking statements, as actual results and events may differ materially from those contained in such statements due to various factors[154](index=154&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that as of June 30, 2025, there have been no material changes in the market risk of the company's financial instruments since December 31, 2024 - As of June 30, 2025, there have been no material changes in the market risk of the company's financial instruments since December 31, 2024[155](index=155&type=chunk) [Item 4. Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures as of June 30, 2025, and that no material changes occurred in internal control over financial reporting during the six months ended on that date - As of June 30, 2025, the company's disclosure controls and procedures were deemed effective[156](index=156&type=chunk) - No material changes occurred in the company's internal control over financial reporting during the six months ended June 30, 2025[157](index=157&type=chunk) [PART II. OTHER INFORMATION](index=40&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) This section states that as of the report's filing date, no additional material legal proceedings or significant developments have occurred since the disclosure in the 2024 annual report - As of the filing date of this report, no additional material legal proceedings or significant developments have occurred since the disclosure in the 2024 annual report[158](index=158&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the risk factors discussed in the company's 2024 annual report and confirms no material changes to these risk factors - No material changes have occurred to the risk factors discussed in the company's 2024 annual report[159](index=159&type=chunk) [Item 5. Other Information](index=40&type=section&id=Item%205.%20Other%20Information) This section reports that during the fiscal quarter ended June 30, 2025, no directors or officers adopted, modified, or terminated Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements - During the fiscal quarter ended June 30, 2025, no directors or officers adopted, modified, or terminated Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements[160](index=160&type=chunk) [Item 6. Exhibits](index=41&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of this quarterly report, including various indentures, forms of notes, equity incentive plan amendments, and certifications from the Chief Executive Officer and Chief Financial Officer - Exhibits include indentures dated July 18, 2025, and July 25, 2025, forms of 2032 and 2033 Senior Secured Notes, amendments to the 2022 Equity Incentive and Compensation Plan, the Fifth Amendment to the Senior Credit Facility, and various certifications from the CEO and CFO[162](index=162&type=chunk) [SIGNATURES](index=42&type=section&id=SIGNATURES) This section contains the report signed by Gray Media, Inc. as authorized under the Securities Exchange Act of 1934 - The report was signed by Jeffrey R. Gignac, Executive Vice President and Chief Financial Officer, on August 8, 2025, on behalf of Gray Media, Inc[164](index=164&type=chunk)

Financial Data and Key Metrics Changes - Total revenue in Q2 2025 was $772 million, a decrease of 7% from 2024, but 1% above the high end of original guidance for the quarter [6] - Adjusted EBITDA was $169 million in Q2 2025, a decrease of 25% from 2024 [7] - The company reported a net loss of $56 million in Q2 2025 compared to a net income of $22 million in 2024 [6] Business Line Data and Key Metrics Changes - Political advertising revenue was lower in 2024 but exceeded expectations in Q2 2025, generating $9 million compared to a guidance of $2-3 million [20] - Core advertising revenue was down about 3% versus 2024, with automotive down high single digits, while legal advertising grew double digits [18][19] - Digital revenue increased by 8%, and new local direct business grew over 2% in 2025 [19] Market Data and Key Metrics Changes - The company is entering new markets through acquisitions, including Lafayette, Louisiana, and Lansing, Michigan, which will enhance local news offerings [10][11] - The company expects to leverage new sales and sports strategies in the newly acquired markets [11] Company Strategy and Development Direction - The company is focused on M&A activities to strengthen its market presence and create duopolies, with recent transactions expected to be cash flow accretive [11][24] - The company aims to reduce debt and leverage, finishing Q2 2025 with a first lien leverage ratio of 2.99 times and total leverage of 5.6 times [12][23] - Future strategic focus will be on obtaining regulatory approvals for announced transactions and ensuring smooth transitions for stakeholders [12] Management's Comments on Operating Environment and Future Outlook - Management noted a cautious tone among advertisers, particularly in the automotive sector, but saw stronger core activity than projected [18] - The company anticipates challenges in providing guidance for Q3 due to various market conditions, including the impact of the Olympics on advertising revenue [21] - Management expressed optimism about the future, highlighting the potential for significant cash flow generation from upcoming political cycles [66] Other Important Information - The company declared a quarterly dividend of $0.08 per share [13] - Significant progress was made in strengthening the balance sheet, with a reduction of $22 million in outstanding indebtedness during Q2 2025 [12] Q&A Session Summary Question: Comments on the balance sheet improvements - Management acknowledged the efforts in improving the balance sheet and expressed pride in the team's work [30][32] Question: Future M&A opportunities - Management indicated that while there are no current plans for additional transactions, they remain open to opportunities that arise [33][36] Question: Impact of CBS affiliation change on retransmission revenue - Management confirmed that the change in CBS affiliation would impact retransmission revenue, but emphasized ongoing efforts to create a sustainable model [90]