UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~March 31,~~June 30, 2023 or

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ~~________~~__________ to _________ .

Commission file number: 1-13796

	Gray Television, Inc.
	(Exact name of registrant as specified in its charter)

Georgia		58-0285030
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

4370 Peachtree Road, NE, Atlanta, Georgia		30319
(Address of principal executive offices)		(Zip code)

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


Not Applicable
	(Former name, former address and former fiscal year, if changed since last report.)

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

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock (no par value)	GTN.A	New York Stock Exchange
common stock (no par value)	GTN	New York Stock Exchange

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

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

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

~~Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐~~

~~Emerging growth company ☐~~

Large accelerated filer ☒		Accelerated filer ☐

Non-accelerated filer ☐		Smaller reporting company ☐

Emerging growth company ☐

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

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

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

Common Stock (No Par Value)		Class A Common Stock (No Par Value)
~~87,051,141~~87,263,755 shares outstanding as of ~~April~~July 28, 2023		8,191,073 shares outstanding as of ~~April~~July 28, 2023

INDEX

GRAY TELEVISION, INC.


PART I.		FINANCIAL INFORMATION	PAGE

Item 1.		Financial Statements

		Condensed consolidated balance sheets (Unaudited) ~~– March 31,~~- June 30, 2023 and December 31, 2022	3

		Condensed consolidated statements of operations (Unaudited) –- three-months and six-months ended ~~March 31,~~June 30, 2023 and 2022	5

		Condensed consolidated statements of comprehensive income (loss) ~~income~~ (Unaudited) – three-months and six-months ended ~~March 31,~~June 30, 2023 and 2022	6

		Condensed consolidated ~~statement~~statements of stockholders' equity (Unaudited) – three-months and six-months ended ~~March 31,~~June 30, 2023 and 2022	7

		Condensed consolidated statements of cash flows (Unaudited) ~~– three-months~~- six-months ended ~~March 31,~~June 30, 2023 and 2022	8

		Notes to condensed consolidated financial statements (Unaudited)	9

Item 2.		~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations	2223

Item 3.		Quantitative and Qualitative Disclosures About Market Risk	2729

Item 4.		Controls and Procedures	2730

PART II.		OTHER INFORMATION

Item 1A.		Risk Factors	2830

Item 5.	Other Information	30

Item 6.		Exhibits	28 31

SIGNATURES				2932

	March 31,			December 31,			June 30,			December 31,
	2023			2022			2023			2022
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	40		$	55		$	33		$	55
Employee compensation and benefits		64			98			71			98
Accrued interest		87			60			62			60
Accrued network programming fees		40			39			40			39
Other accrued expenses		74			50			51			50
Federal and state income taxes		18			15			12			15
Current portion of program broadcast obligations		18			29			8			29
Deferred revenue		43			24			40			24
Dividends payable		14			14			14			14
Current portion of operating lease liabilities		11			10			11			10
Current portion of long-term debt		15			15			15			15
Total current liabilities		424			409			357			409

Long-term debt, less current portion and deferred financing costs		6,147			6,440			6,197			6,440
Program broadcast obligations, less current portion		1			1			1			1
Deferred income taxes		1,458			1,454			1,448			1,454
Operating lease liabilities, less current portion		72			68			71			68
Other		32			14			26			14
Total liabilities		8,134			8,386			8,100			8,386

Commitments and contingencies (Note 9)
Commitments and contingencies (Note 10)

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

Stockholders’ equity:
Common stock, no par value; authorized 200,000,000 shares, issued 106,184,135 shares and 105,104,057 shares, respectively, and outstanding 86,337,091 shares and 85,467,271 shares, respectively		1,161			1,150
Class A common stock, no par value; authorized 25,000,000 shares, issued 9,700,161 shares and 9,675,139 shares, respectively, and outstanding 7,477,241 shares and 7,544,415 shares, respectively		45			45
Common stock, no par value; authorized 200,000,000 shares, issued 107,179,827 shares and 105,104,057 shares, respectively, and outstanding 87,263,755 shares and 85,467,271 shares, respectively								1,168			1,150
Class A common stock, no par value; authorized 25,000,000 shares, issued 10,413,993 shares and 9,675,139 shares, respectively, and outstanding 8,191,073 shares and 7,544,415 shares, respectively								45			45
Retained earnings		1,191			1,242			1,175			1,242
Accumulated other comprehensive loss, net of income tax benefit		(23	)		(12	)		(15	)		(12	)
		2,374			2,425			2,373			2,425
Treasury stock at cost, common stock, 19,847,044 shares and 19,636,786 shares, respectively		(281	)		(278	)
Treasury stock at cost, common stock, 19,916,072 shares and 19,636,786 shares, respectively								(281	)		(278	)
Treasury stock at cost, Class A common stock, 2,222,920 shares and 2,130,724 shares, respectively		(32	)		(31	)		(32	)		(31	)
Total stockholders’ equity		2,061			2,116			2,060			2,116
Total liabilities and stockholders’ equity	$	10,845		$	11,152		$	10,810		$	11,152

	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
	2023			2022			2023			2022			2023			2022

Revenue (less agency commissions)
Revenue (less agency commissions):
Broadcasting	$	779		$	804		$	801		$	855		$	1,580		$	1,659
Production companies		22			23			12			13			34			36
Total revenue (less agency commissions)		801			827			813			868			1,614			1,695
Operating expenses before depreciation, amortization and gain on disposal of assets, net:
Broadcasting		555			530			552			528			1,107			1,058
Production companies		59			26			11			14			70			40
Corporate and administrative		26			28			30			25			56			53
Depreciation		35			32			35			31			70			63
Amortization of intangible assets		49			52			50			52			99			104
Loss (gain) on disposal of assets, net		10			(5	)		16			-			26			(5	)
Operating expenses		734			663			694			650			1,428			1,313
Operating income		67			164			119			218			186			382
Other expense:
Miscellaneous, net		(2	)		(2	)
Miscellaneous expense, net								(1	)		-			(3	)		(2	)
Interest expense		(104	)		(79	)		(109	)		(81	)		(213	)		(160	)
Loss from early extinguishment of debt		(3	)		-			-			-			(3	)		-
(Loss) income before income taxes		(42	)		83
Income (loss) before income taxes								9			137			(33	)		220
Income tax expense (benefit)		(11	)		21			5			38			(6	)		59
Net (loss) income		(31	)		62
Net income (loss)								4			99			(27	)		161
Preferred stock dividends		13			13			13			13			26			26
Net (loss) income attributable to common stockholders	$	(44	)	$	49		$	(9	)	$	86		$	(53	)	$	135

Basic per common share information:
Basic per share information:
Net (loss) income attributable to common stockholders	$	(0.48	)	$	0.53		$	(0.10	)	$	0.92		$	(0.58	)	$	1.45
Weighted average common shares outstanding		92			93
Weighted-average shares outstanding								93			93			92			93

Diluted per common share information:
Diluted per share information:
Net (loss) income attributable to common stockholders	$	(0.48	)	$	0.52		$	(0.10	)	$	0.91		$	(0.58	)	$	1.44
Weighted average common shares outstanding		92			94
Weighted-average shares outstanding								93			94			92			94

Dividends declared per common share	$	0.08		$	0.08		$	0.08		$	0.08		$	0.16		$	0.16

Three Months Ended

March 31,

2023

2022

Net (loss) income
$ (31 ) $ 62

Other comprehensive loss:

Adjustment - fair value of interest rate caps
(15 ) -
Income tax benefit
(4 ) -
Other comprehensive loss, net
(11 ) -

Comprehensive (loss) income
$ (42 ) $ 62

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023			2022

Net income (loss)	$	4	$	99	$	(27	)	$	161

Other comprehensive income (loss):
Adjustment - fair value of interest rate caps		11		-		(4	)		-
Income tax expense (benefit)		3		-		(1	)		-
Other comprehensive income (loss), net		8		-		(3	)		-

Comprehensive income (loss)	$	12	$	99	$	(30	)	$	161

																																																					Accumulated
	Class A											Class A						Common						Other						*Class A*											*Class A*						*Common*						*Other*
	Common Stock				Common Stock				Retained			Treasury Stock						Treasury Stock						Comprehensive						*Common Stock*				*Common Stock*				*Retained*			*Treasury Stock*						*Treasury Stock*						*Comprehensive*
	Shares		Amount		Shares		Amount		Earnings			Shares			Amount			Shares			Amount			Loss			Total			*Shares*		*Amount*		*Shares*		*Amount*		*Earnings*			*Shares*			*Amount*			*Shares*			*Amount*			*Loss*			*Total*

Balance at December 31, 2021		9,424,691	$	39		104,286,324	$	1,127	$	869			(1,998,179	)	$	(28	)		(16,747,268	)	$	(223	)	$	(27	)	$	1,757			9,424,691	$	39		104,286,324	$	1,127	$	869			(1,998,179	)	$	(28	)		(16,747,268	)	$	(223	)	$	(27	)	$	1,757

Net income		-		-		-		-		62			-			-			-			-			-			62			-		-		-		-		62			-			-			-			-			-			62

Preferred stock dividends		-		-		-		-		(13	)		-			-			-			-			-			(13	)		-		-		-		-		(13	)		-			-			-			-			-			(13	)

Common stock dividends		-		-		-		-		(8	)		-			-			-			-			-			(8	)		-		-		-		-		(8	)		-			-			-			-			-			(8	)

Issuance of common stock:
401(k) Plan		-		-		307,885		7		-			-			-			-			-			-			7			-		-		307,885		7		-			-			-			-			-			-			7
2017 Equity and Incentive
Compensation Plan:
Restricted stock awards		250,448		-		333,382		-		-			(103,738	)		(2	)		(138,959	)		(3	)		-			(5	)		250,448		-		333,382		-		-			(103,738	)		(2	)		(138,959	)		(3	)		-			(5	)
Restricted stock unit awards		-		-		108,921		-		-			-			-			(32,958	)		(1	)		-			(1	)		-		-		108,921		-		-			-			-			(32,958	)		(1	)		-			(1	)

Stock-based compensation		-		2		-		3		-			-			-			-			-			-			5			-		2		-		3		-			-			-			-			-			-			5

Balance at March 31, 2022		9,675,139	$	41		105,036,512	$	1,137	$	910			(2,101,917	)	$	(30	)		(16,919,185	)	$	(227	)	$	(27	)	$	1,804			9,675,139	$	41		105,036,512	$	1,137	$	910			(2,101,917	)	$	(30	)		(16,919,185	)	$	(227	)	$	(27	)	$	1,804

Net income																															-		-		-		-		99			-			-			-			-			-			99

Preferred stock dividends																															-		-		-		-		(13	)		-			-			-			-			-			(13	)

Common stock dividends																															-		-		-		-		(8	)		-			-			-			-			-			(8	)

Issuance of common stock:
2017 Equity and Incentive
Compensation Plan:
Restricted stock awards																															-		-		67,545		-		-			-			-			(17,463	)		-			-			-

Repurchase of common stock																																																(2,646,193	)		(50	)					(50	)

Stock-based compensation																															-		2		-		4		-			-			-			-			-			-			6

Balance at June 30, 2022																															9,675,139	$	43		105,104,057	$	1,141	$	988			(2,101,917	)	$	(30	)		(19,582,841	)	$	(277	)	$	(27	)	$	1,838


Balance at December 31, 2022		9,675,139	$	45		105,104,057	$	1,150	$	1,242			(2,130,724	)	$	(31	)		(19,636,786	)	$	(278	)	$	(12	)	$	2,116			9,675,139	$	45		105,104,057	$	1,150	$	1,242			(2,130,724	)	$	(31	)		(19,636,786	)	$	(278	)	$	(12	)	$	2,116

Net loss		-		-		-		-		(31	)		-			-			-			-			-			(31	)		-		-		-		-		(31	)		-			-			-			-			-			(31	)

Preferred stock dividends		-		-		-		-		(13	)		-			-			-			-			-			(13	)		-		-		-		-		(13	)		-			-			-			-			-			(13	)

Common stock dividends		-		-		-		-		(7	)		-			-			-			-			-			(7	)		-		-		-		-		(7	)		-			-			-			-			-			(7	)

Adjustment to fair value of interest rate cap		-		-		-		-		-			-			-			-			-			(11	)		(11	)
Adjustment to fair value of interest rate cap, net of tax																															-		-		-		-		-			-			-			-			-			(11	)		(11	)

Issuance of common stock:
401(k) Plan		-		-		819,898		9		-			-			-			-			-			-			9			-		-		819,898		9		-			-			-			-			-			-			9
2022 Equity and Incentive
Compensation Plan:
Restricted stock awards		25,022		-		12,227		-		-			(92,196	)		(1	)		(129,636	)		(2	)		-			(3	)		25,022		-		12,227		-		-			(92,196	)		(1	)		(129,636	)		(2	)		-			(3	)
Restricted stock unit awards		-		-		247,953		-		-			-			-			(80,622	)		(1	)		-			(1	)		-		-		247,953		-		-			-			-			(80,622	)		(1	)		-			(1	)

Stock-based compensation		-		-		-		2		-			-			-			-			-			-			2			-		-		-		2		-			-			-			-			-			-			2

Balance at March 31, 2023		9,700,161	$	45		106,184,135	$	1,161	$	1,191			(2,222,920	)	$	(32	)		(19,847,044	)	$	(281	)	$	(23	)	$	2,061			9,700,161	$	45		106,184,135	$	1,161	$	1,191			(2,222,920	)	$	(32	)		(19,847,044	)	$	(281	)	$	(23	)	$	2,061

Net income																															-		-		-		-		4			-			-			-			-			-			4

Preferred stock dividends																															-		-		-		-		(13	)		-			-			-			-			-			(13	)

Common stock dividends																															-		-		-		-		(7	)		-			-			-			-			-			(7	)

Adjustment to fair value of interest rate cap, net of tax																															-		-		-		-		-			-			-			-			-			8			8

Issuance of common stock:
401(k) Plan																															-		-		-		-		-			-			-			-			-			-			-
2022 Equity and Incentive
Compensation Plan:
Restricted stock awards																															713,832		-		995,692		-		-			-			-			(69,028	)		-			-			-

Stock-based compensation																															-		-		-		7		-			-			-			-			-			-			7

Balance at June 30, 2023																															10,413,993	$	45		107,179,827	$	1,168	$	1,175			(2,222,920	)	$	(32	)		(19,916,072	)	$	(281	)	$	(15	)	$	2,060

	Three Months Ended						Six Months Ended
	March 31,						June 30,
	2023			2022			2023			2022
Operating activities
Operating activities:
Net (loss) income	$	(31	)	$	62		$	(27	)	$	161
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation		35			32			70			63
Amortization of intangible assets		49			52			99			104
Amortization of deferred loan costs		4			4			7			8
Amortization of restricted stock awards		2			5			9			11
Amortization of program broadcast rights		10			13			20			25
Payments on program broadcast obligations		(11	)		(13	)		(21	)		(26	)
Deferred income taxes		8			-			(6	)		-
Loss (gain) on disposal of assets, net		10			(5	)		26			(5	)
Loss from early extinguishment of debt		3			-			3			-
Other		5			2			11			6
Changes in operating assets and liabilities:
Accounts receivable		317			(20	)		321			10
Income tax receivable or prepaid		(21	)		18
Income taxes receivable or prepaid								(24	)		(67	)
Other current assets		9			(6	)		4			18
Accounts payable		(15	)		(36	)		(21	)		7
Employee compensation, benefits and pension cost		(34	)		(14	)		(27	)		(8	)
Accrued network fees and other expenses		32			7			9			7
Accrued interest		27			30			2			1
Income taxes payable		3			4			(3	)		7
Deferred revenue		10			6			7			8
Net cash provided by operating activities		412			141			459			330

Investing activities
Investing activities:
Acquisitions of television businesses and licenses, net of cash acquired		-			(7	)		(6	)		(40	)
Proceeds from sale of television station								6			-
Purchases of property and equipment		(110	)		(47	)		(213	)		(159	)
Proceeds from asset sales		8			-			22			2
Reimbursement of development costs		11			-			11			-
Proceeds from Repack reimbursement (Note 1)		-			5			-			5
Investments in broadcast, production and technology companies		(4	)		(4	)
Investment in broadcast, production and technology companies								(7	)		(9	)
Net cash used in investing activities		(95	)		(53	)		(187	)		(201	)

Financing activities
Financing activities:
Proceeds from borrowings on long-term debt		50			-			150			-
Repayments of borrowings on long-term debt		(349	)		(4	)		(403	)		(58	)
Repurchase of common stock								-			(50	)
Payment of common stock dividends		(7	)		(8	)		(14	)		(16	)
Payment of preferred stock dividends		(13	)		(13	)		(26	)		(26	)
Payment for taxes related to net share settlement of equity awards		(3	)		(5	)
Payment of taxes related to net share settlement of equity awards								(4	)		(6	)
Net cash used in financing activities		(322	)		(30	)		(297	)		(156	)
Net increase (decrease) in cash		(5	)		58
Net decrease in cash								(25	)		(27	)
Cash at beginning of period		61			189			61			189
Cash at end of period	$	56		$	247		$	36		$	162

The accompanying condensed consolidated balance sheet of Gray Television, Inc. (and its consolidated subsidiaries, except as the context otherwise provides,“Gray,” the “Company,” “we,” “us,” and “our”) as of December 31, 2022, which was derived from the Company’s audited financial statements as of December 31, 2022, and our accompanying unaudited condensed consolidated financial statements as of ~~March 31,~~June 30, 2023 and for the three~~-month~~ and six month periods ended ~~March 31,~~June 30, 2023 and 2022, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. We manage our business on the basis of two operating segments: broadcasting and production companies. Unless otherwise indicated, all station rank, in-market share and television household data herein are derived from reports prepared by The Nielsen Company, LLC (“Nielsen”) and/or Comscore, Inc. (“Comscore”). While we believe this data to be accurate and reliable, we have not independently verified such data nor have we ascertained the underlying assumptions relied upon therein, and cannot guarantee the accuracy or completeness of such data. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). Our financial condition as of, and operating results for the three and six-months ended ~~March 31,~~June 30, 2023, are not necessarily indicative of the financial condition or results that may be expected for any future interim period or for the year ending December 31, 2023.

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. This portfolio includes 80 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.

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

Investments in non-public businesses that do not have readily determinable pricing, and for which ~~the Company does~~we do not have control or ~~does~~do not exert significant influence, are carried at cost less impairments, if any, plus or minus changes in observable prices for those investments. Gains or losses resulting from changes in the carrying value of these investments are included as miscellaneous ~~(expense) income,~~expense, net in our consolidated statements of operations. These investments are reported together as a non-current asset on our consolidated balance sheets.

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Our actual results could differ materially from these estimated amounts. Our most significant estimates are our allowance for credit losses in receivables, valuation of goodwill and intangible assets, amortization of program rights and intangible assets, pension costs, income taxes, employee medical insurance claims, useful lives of property and equipment and contingencies.

Earnings Per Share. We compute basic earnings per share by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the relevant period. The weighted-average number of common shares outstanding does not include restricted shares. These shares, although classified as issued and outstanding, are considered contingently returnable until the restrictions lapse and, in accordance with U.S. GAAP, are not included in the basic earnings per share calculation until the shares vest. Diluted earnings per share is computed by including all potentially dilutive common shares, including restricted shares, in the diluted weighted-average shares outstanding calculation, unless their inclusion would be antidilutive.

The following table reconciles basic weighted-average ~~common~~ shares outstanding to diluted weighted-average ~~common~~ shares outstanding for the three~~-months~~ and six-month periods ended ~~March 31,~~June 30, 2023 and 2022, respectively (in millions):

Accumulated Other Comprehensive Loss. Our accumulated other comprehensive loss balances as of ~~March 31,~~June 30, 2023 and December 31, 2022, consist of adjustments to our pension liability and changes in the fair value of our interest rate cap, each net of tax. Our comprehensive income for the ~~three~~six-months ended ~~March 31,~~June 30, 2023 and 2022 consisted of our net income and recognition of the ~~initial~~ fair value adjustment related to our interest rate cap, and the related income tax benefit. As of ~~March 31,~~June 30, 2023 and December 31, 2022 the balances were as follows (in millions):

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

Maintenance, repairs and minor replacements are charged to operations as incurred; major replacements and betterments are capitalized. The cost of any assets divested, sold or retired and the related accumulated depreciation are removed from the accounts at the time of disposition, and any resulting gain or loss is reflected in income or expense for the period.

We incurred costs to build public infrastructure within the Assembly Atlanta project. Pursuant to the Purchase and Sale Agreement between us and the Doraville Community Improvement District (the “CID”), we receive cash reimbursements for the transfer of specific infrastructure projects to the CID and for other construction costs previously incurred. During the first ~~quarter~~half of 2023, we received a total of ~~$26~~$38 million in cash proceeds from the CID. We received ~~$15~~$27 million for the infrastructure assets constructed and for which ownership has or will be transferred to the CID, and $11 million in proceeds for construction costs incurred but where no transfer of ownership occurred. These proceeds were recognized in our Condensed Consolidated Statement of Cash Flows as follows: $9 million was included in the line item for change in deferred revenue, as a component of our net cash provided by operating ~~activities; $6~~activities; $18 million was included in the line item for proceeds from asset sales and $11 million was included in the line item for reimbursement of development costs, each as a component of our net cash used by investment activities.

In April 2017, the Federal Communications Commission (“FCC”) began the process of requiring certain television stations to change channels and/or modify their transmission facilities (“Repack”). The majority of our costs associated with Repack qualify for capitalization, rather than expense. Upon receipt of funds reimbursing us for our Repack costs, we record those proceeds as a component of our loss (gain) ~~loss~~ on disposal of assets, net.

The following tables provide additional information related to ~~gain~~loss (gain) on disposal of assets, net included in our condensed consolidated statements of operations and purchases of property and equipment included in our condensed consolidated statements of cash flows (in millions):

Accounts Receivable and Allowance for Credit Losses.We record accounts receivable from sales and service transactions in our condensed consolidated balance sheets at amortized cost adjusted for any write-offs and net of allowance for credit losses. We are exposed to credit risk primarily through sales of broadcast and digital advertising with a variety of direct and agency-based advertising customers, retransmission consent agreements with multichannel video program distributors and program production sales and services.

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

As of ~~March 31,~~June 30, 2023, our allowance for credit losses includes a reserve of $17 million for the full amount owed to us by Diamond Sports Group, LLC (“Diamond”), as of that ~~date. On~~ ~~March 14, 2023,~~ date, as a result of, Diamond, a counterparty to certain contracts with us, ~~commenced~~commencing voluntary Chapter 11 bankruptcy ~~proceedings.~~proceedings on March 14, 2023.

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

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

The Securitization Facility is subject to interest charges, at the one-month Secured Overnight Financing Rate (“SOFR”) plus a margin (~~100~~(100 basis points) on the amount of the outstanding facility. The SPV was required to pay an upfront fee and a commitment fee in connection with the Securitization Facility. Servicing fee income recognized during the ~~quarter~~six-months ended ~~March 31,~~June 30, 2023, was not material.

The SPV is a separate legal entity with its own separate creditors who will be entitled to access the SPV’s assets before the assets become available to us. As a result, the SPV’s assets are not available to pay our creditors or any of our subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers under the Securitization Facility and other creditors of the SPV may be remitted to us.

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

The amount sold to the Purchasers was $300 million at ~~March 31,~~June 30, 2023, which was derecognized from the Condensed Consolidated Balance Sheets. As collateral against sold receivables, the SPV maintains a certain level of unsold receivables, which was ~~$297~~$277 million at ~~March 31,~~June 30, 2023. Total receivables sold under the Securitization Facility were ~~$597~~$577 million for the quarter ended ~~March 31,~~June 30, 2023. ~~Upon implementation of~~Pursuant to the Securitization Facility, we recognized a charge of $9 million in the 2023 ~~three~~six-month period that represents the ~~initial~~ discount on the accounts receivable balance transferred to the SPV. This discount is included in our loss on disposal of assets in our ~~condensed consolidated statements~~Condensed Consolidated Statements of ~~operations.~~Operations.

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

Implementation of ASC 848, Reference Rate Reform. On March 17, 2023, we amended the 2019 Senior Credit Facility and transitioned the variable rate on our 2019Term Loan C from 1-month LIBOR to 1-month SOFR. ~~The Company~~We elected to apply the optional expedient in ASC 848, in connection with the amendment that enabled itus to consider the amendment as a non-significant contract modification of the existing debt agreement. Additionally, for our 2021Term Loan, ~~D, the Company~~we transitioned to the fallback language within the credit agreement and transitioned from 1-month LIBOR to 1-month SOFR as of March 31, 2023. As a result, the amendment to our 2019Term Loan C and fallback to SOFR in our 2021Term Loan D did not have a material impact to ~~the Company’s~~our financial statements.

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

We record a deposit liability for cash deposits received from our customers that are to be applied as payment once the performance obligation arises and is satisfied. These deposits are recorded as deposit liabilities on our balance ~~sheet.~~sheets. When we invoice our customers for completed performance obligations, we are unconditionally entitled to receive payment of the invoiced amounts. Therefore, we record invoiced amounts in accounts receivable on our balance ~~sheet.~~sheets. We generally require amounts payable under advertising contracts with our political advertising customers to be paid for in advance. We record the receipt of this cash as a deposit liability. Once the advertisement has been broadcast, the revenue is earned, and we record the revenue and reduce the balance in this deposit liability account. We recorded $12 million of revenue in the ~~three~~six-months ended ~~March 31,~~June 30, 2023 that was included in the deposit liability balance as of December 31, 2022. The deposit liability balance is included in deferred revenue on our condensed consolidated balance sheets. The deposit liability balance was ~~$14~~$11 million and $12 million as of ~~March 31,~~June 30, 2023 and December 31, 2022, respectively.

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

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

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

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

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

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

As of ~~March 31,~~June 30, 2023 and December 31, 2022, long-term debt consisted of obligations under our 2019 Senior Credit Facility (as defined below), our 5.875% senior notes due 2026 (the “2026 Notes”), our 7.0% senior notes due 2027 (the “2027 Notes”), our 4.75% senior notes due 2030 (the “2030 Notes”) and our 5.375% notes due 2031 (the “2031 Notes”), as follows (in millions):

Borrowings under the Revolving Credit Facility bear interest, at our option, at either the SOFR rate or the Base Rate, in each case, plus an applicable margin. As of June 30, 2023, the interest rate on the balance outstanding under the Revolving credit facility was 7.2%. Because of their relationship to the interest rate caps, described below, borrowings under the 2021 Term Loan and 2019 Term Loan bear interest at the 1-month SOFR rate, plus applicable margin. As of ~~March 31,~~June 30, 2023, the interest rate on the balance outstanding under the 2021 Term Loan and the 2019 Term Loan were ~~7.7%~~8.3% and ~~7.2%~~7.8%, respectively. A portion of the Revolving Credit Facility matures on January 2, 2026, with the remainder maturing on December 1, 2026.

Interest Rate ~~Cap.~~Caps. On February 23, 2023, we entered into two interest rate caps pursuant to an International Swaps and Derivatives Association ("ISDA") Master Agreement with two counterparties, Wells Fargo Bank, NA and Truist Bank, respectively. At ~~March 31,~~June 30, 2023, the caps have a combined notional value of approximately $2.6 billion and mature on December 31, 2025. At inception, the interest rate caps protect ~~the Company~~us against adverse fluctuations in interest rates by reducing ~~its~~our exposure to variability in cash flows on a portion of ~~the Company’s~~our variable-rate debt. We designated the interest rate caps as cash flow hedges of ~~the Company’s~~our risk of changes in ~~its~~our cash flows attributable to changes in 1-month LIBOR above 5% on our outstanding variable-rate debt in accordance with ASC 815. On March 29, 2023 in conjunction with the amended credit facility, we transitioned the contractually specified rate on the interest rate caps from 1-month LIBOR to 1-month Term SOFR. Effective with the amended interest rate caps, we are hedging variability in cash flows related to future interest payments when SOFR exceeds the caps of 4.97% and 5.015%. We elected to apply the optional expedient in ASC 848, Reference Rate Reform, in connection with transitioning its interest rate caps from LIBOR to Term SOFR that enabled us to consider the new swaps a continuation of the existing contracts. As a result, the transition did not have an impact on our hedge accounting or a material impact to our financial statements.

The interest rate caps, as amended, effectively limit the annual interest charged on our 2021Term Loan D and our 2019 Term Loan E to a maximum of 1-month Term SOFR of 4.97% and 5.015%. We are required to pay aggregate fees in connection with the interest rate caps of approximately $34 million that is due and payable at maturity on December 31, 2025. On the initial designation date, we recognized an asset and corresponding liability for the deferred premium payable equal to $34 million. The asset is amortized into interest expense straight-line over the term of the hedging relationship. The recorded value of the asset was ~~$33~~$30 million, net of accumulated amortization, at ~~March 31,~~June 30, 2023. At ~~March 31,~~June 30, 2023, the fair value of the derivative liability was ~~$11 million, net of tax.~~$4 million. We present the deferred premium, the asset, and the fair value of the derivative, net within other non-current liabilities in our condensed consolidated balance sheets.

The ISDA Master Agreement, together with its related schedules, contain customary representations, warranties and covenants. The interest rate caps were not entered into for speculative trading purposes. Changes in the fair value of the interest rate caps are reported as a component of other comprehensive income. Actual gains and losses are reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and are presented in the same income statement line item as the earnings effect of the hedged transaction. Gains and losses on the derivative instrument representing hedge components excluded from the assessment of effectiveness are recognized currently in earnings and are presented in the same line of the income statement for the hedged item. We recognized $1$4 million of amortization expense for the asset during the ~~three~~six months ended ~~March 31,~~June 30, 2023, which is included as a component of cash flows from operating activities in our condensed consolidated statement of cash flows. Cash flows received from the counterparties pursuant to the interest rate caps are included as components of cash flows from financing activities in our condensed consolidated statements of cash flows. Prior to the amended hedge designation date, LIBOR was less than 5%. Further, SOFR was ~~less~~greater than 4.97% and 5.015% from the amended designation date of the hedging relationship through ~~March 31, 2023;~~June 30, 2023; therefore, we ~~did~~ ~~not~~ ~~receive any~~received $0.3 million of cash payments from the counterparties ~~and, thus,~~that we ~~did~~ ~~not~~reclassify ~~any amounts into~~to reduce interest expense from the interest rate caps in our condensed consolidated statement of operations.

For all of our interest bearing obligations, we made interest payments of approximately ~~$78~~$208 million and ~~$44~~$153 million during the ~~three~~six-months ended ~~March 31,~~June 30, 2023 and 2022, respectively. During the ~~three~~six ~~months~~-months ended ~~March 31,~~June 30, 2023 and 2022,we capitalized $6$13 million and $2 million of interest payments, respectively, related to the Assembly Atlanta project. ~~We did~~ ~~not~~ ~~capitalize any interest payments during the~~ ~~three~~~~-months ended~~ ~~March 31, 2022.~~

As of ~~March 31,~~June 30, 2023, the aggregate minimum principal maturities of our long term debt for the remainder of 2023 and the succeeding ~~five~~5 years were as follows (in millions):

As of ~~March 31,~~June 30, 2023, there were no significant restrictions on the ability of ~~our~~Gray Television, Inc.'s subsidiaries to distribute cash to usGray or to the guarantor subsidiaries. The 2019 Senior Credit Facility contains affirmative and restrictive covenants with which we must comply. The 2026 Notes, the 2027 Notes, the 2030 Notes and the 2031 Notes also include covenants with which we must comply. As of ~~March 31,~~June 30, 2023 and December 31, 2022, we were in compliance with all required covenants under all our debt obligations.

In the six-months ended June 30, 2023, we paid the required principal reductions of $8 million of our 2021 Term Loan and voluntarily pre-paid the $295 million outstanding principal balance of our 2017 Term Loan.

We measure certain assets and liabilities at fair value, which are classified by the FASB Codification within the fair value hierarchy as level 1, 2, or 3, on the basis of whether the measurement employs observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions and consider information about readily available market participant assumptions.

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The use of different market assumptions or methodologies could have a material effect on the fair value measurement.

The carrying amounts of accounts receivable, prepaid and other current assets, accounts payable, employee compensation and benefits, accrued interest, other accrued expenses, and deferred revenue approximate fair value at both ~~March 31,~~June 30, 2023 and December 31, 2022.

At ~~March 31,~~June 30, 2023 and December 31, 2022, the carrying amount of our long-term debt was $6.2 billion and $6.5 billion, ~~respectively. The~~respectively, and the fair value ~~of our long-term debt at~~ ~~March 31, 2023~~ ~~and~~ ~~December 31, 2022~~ was ~~$5.2~~$5.3 billion and $5.7 billion, respectively. The fair value of our long-term debt is based on observable estimates provided by third party financial professionals as of each date, and as such is classified within Level 2 of the fair value hierarchy.

~~The fair value of our interest rate caps are based on observable estimates provided by the counterparties and, as such, are classified within Level~~ 2 ~~of the fair value hierarchy. At~~ ~~March 31, 2023,~~ ~~the fair value of the interest caps was a liability of $15 million and is recorded as an other non-current liability in our condensed consolidated balance sheets.~~

We are authorized to issue 245 million shares in total of all classes of stock consisting of 25 million shares of Class A common stock, 200 million shares of common stock, and 20 million shares of “blank check” preferred stock for which our Board of Directors has the authority to determine the rights, powers, limitations and restrictions. The rights of our common stock and Class A common stock are identical, except that our Class A common stock has 10 votes per share and our common stock has one vote per share.

Our common stock and Class A common stock are entitled to receive cash dividends if declared, on an equal per-share basis. The Board of Directors declared a quarterly cash dividend of $0.08 per share on our common stock and Class A common stock to shareholders of record on each of March 15 and June 15, 2023 and 2022, payable on March 31 and June 30, 2023 and 2022. The total ~~dividend~~dividends declared and paid ~~was $7 million and $8 million~~ during the ~~three~~six~~-month periods ending~~-months ended ~~March 31,~~June 30, 2023 and 2022 was $14 million and $16 million, respectively.

Under our various employee benefit plans, we may, at our discretion, issue authorized and unissued shares, or previously issued shares held in treasury, of our Class A common stock or common stock. As of ~~March 31,~~June 30, 2023, we had reserved ~~8.9~~7.9 million shares and ~~2.8 million shares of our common stock and Class A common stock, respectively, for future issuance under various employee benefit plans. As of~~ ~~December 31, 2022,~~ ~~we had reserved 10.0 million shares and 2.8~~2.1 million shares of our common stock and Class A common stock, respectively, for future issuance under various employee benefit plans.

~~During the~~ ~~three~~~~-months ended~~ ~~March 31, 2023,~~ ~~we have~~ ~~not~~ ~~repurchased any shares of our common stock or Class A common stock under our share repurchase programs. As of~~ ~~March 31, 2023,~~ ~~approximately $124 million was available to repurchase shares of our common stock and/or Class A common stock under these programs.~~

The components of our net periodic pension benefit are included in miscellaneous ~~income~~expense, net in our ~~statement~~condensed consolidated statements of operations. During the ~~three~~six-months ended ~~March 31,~~June 30, 2023, the amount recorded as a benefit was not material, and we did not make a contribution to our defined benefit pension ~~plan.~~plans. During the remainder of 2023, we expect to contribute $4 million to ~~this plan.~~these plans.

During the ~~three~~six~~-months~~-month period ended ~~March 31,~~June 30, 2023, we contributed $8$14 million in matching cash contributions, and shares of our common stock valued at ~~approximately~~ $9 million for our 2022 discretionary profit-sharing contributions, to the 401(k) plan. The discretionary profit-sharing contribution was recorded as an expense in 2022 and accrued as of December 31, 2022. ~~During~~Based upon employee participation as of June 30, 2023, during the remainder of 2023, we expect to contribute ~~approximately $20~~$14 million of matching cash contributions to this plan.

We recognize compensation expense for stock-based payment awards made to our employees, consultants and directors. ~~Our current stock-based compensation plan, is the~~ ~~2022~~ ~~Equity and Incentive Compensation Plan (the~~ ~~“2022~~ ~~EICP”). Our~~The following table provides our stock-based compensation expense and related income tax benefit for the three~~-months~~ and six-month periods ended ~~March 31,~~June 30, 2023 and 2022 ~~respectively~~ (in millions).:

All shares of common stock and Class A common stock underlying ~~Restricted stock,~~outstanding restricted stock units and performance awards are counted as issued at target levels under the 2022 EICP for purposes of determining the number of shares available for future issuance.

A summary of restricted common stock and Class A common stock ~~activities~~activity for the ~~three~~six~~-months~~-month periods ended ~~March 31,~~June 30, 2023 and 2022, respectively, is as follows:

	Three Months Ended March 31,										Six Months Ended
	2023					2022					June 30, 2023					June 30, 2022
				Weighted-					Weighted-					Weighted-					Weighted-
				Average					Average					average					average
	*Number*			*Grant Date*		*Number*			*Grant Date*					Grant Date					Grant Date
	of			*Fair Value*		of			*Fair Value*		*Number of*			*Fair Value*		*Number of*			*Fair Value*
	*Shares*			*Per Share*		*Shares*			*Per Share*		*Shares*			*Per Share*		*Shares*			*Per Share*
Restricted common stock:
Outstanding - beginning of period		997,745		$	20.62		1,035,728		$	19.69
Restricted stock - common:
Outstanding - beginning of period (1)												997,745		$	20.62		1,035,728		$	19.69
Granted (1)		12,227			12.04		333,382			22.16		1,007,921		$	8.15		400,927		$	21.68
Vested		(257,355	)		20.21		(294,558	)		18.56		(461,953	)	$	20.27		(341,918	)	$	19.03
Outstanding - end of period		752,617		$	20.62		1,074,552		$	20.76
Outstanding - end of period (1)												1,543,713		$	12.58		1,094,737		$	20.62

Restricted Class A common stock:
Outstanding - beginning of period		677,238		$	19.36		720,421		$	18.22
Restricted stock - Class A common:
Outstanding - beginning of period (1)												677,238		$	19.36		720,421		$	18.22
Granted (1)		25,022			13.30		250,448			20.52		738,854		$	8.34		250,448		$	20.52
Vested		(203,986	)		18.76		(229,758	)		16.99		(203,986	)	$	18.76		(229,758	)	$	16.99
Outstanding - end of period		498,274		$	19.30		741,111		$	19.38
Outstanding - end of period (1)												1,212,106		$	12.74		741,111		$	19.38

Restricted stock units - common stock:
Outstanding - beginning of period		274,145		$	23.60		125,247		$	19.02		274,145		$	23.60		125,247		$	19.02
Granted		587,168			11.50		259,079			23.87		587,168		$	11.50		259,079		$	23.87
Vested		(247,953	)		23.64		(108,921	)		19.03		(247,953	)	$	23.64		(108,921	)	$	19.03
Forfeited		(26,192	)		23.15		(1,260	)		19.05		(26,192	)	$	23.15		(1,260	)	$	19.05
Outstanding - end of period		587,168		$	11.50		274,145		$	23.60		587,168		$	11.50		274,145		$	23.60

We determine if an arrangement is a lease at its inception. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. Right-of-use (“ROU”) assets related to our operating lease liabilities are measured at lease inception based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives. Our lease terms that are used in determining our operating lease liabilities at lease inception may include options to extend or terminate the leases when it is reasonably certain that we will exercise such options. We amortize our ROU assets as operating lease expense generally on a straight-line basis over the lease term and classify both the lease amortization and imputed interest as operating expenses. We have lease agreements with lease and non-lease components, and in such cases, we generally account for the components separately with only the lease component included in the calculation of the ~~right of use~~right-of-use asset and lease liability.

We have operating leases that primarily relate to certain of our ~~land,~~ facilities, data centers and ~~equipment.~~vehicles. As of ~~March 31,~~June 30, 2023, our operating leases substantially have remaining terms of one year to 99 years, some of which include options to extend and/or terminate the leases. We do not recognize lease assets and lease liabilities for any lease with an original lease term of less than one year.

Cash flow movements related to our lease activities are included in other assets and accounts payable and other liabilities as presented in net cash provided by operating activities in our condensed consolidated statement of cash flows for the ~~three~~six-months ended ~~March 31,~~June 30, 2023.

As of ~~March 31,~~June 30, 2023, the ~~weighted average~~weighted-average remaining term of our operating leases was approximately 9 years. The ~~weighted average~~weighted-average discount rate used to calculate the values associated with our operating leases was ~~6.54%~~6.5%. The table below describes the nature of lease expense and classification of operating lease expense recognized in the three and six-months ended ~~March 31,~~June 30, 2023 and 2022, respectively (in millions):

The maturities of operating lease liabilities as of ~~March 31,~~June 30, 2023, for the remainder of 2023 and the succeeding five years were as follows (in millions):

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

~~As of~~ ~~March 31, 2023,~~ we recorded an accrual of $18 million to resolve litigation related to our Atlanta Assembly project, which effectively removed any potential restrictions over future development opportunities at the site related to the litigation.

A summary of changes in our goodwill and other intangible assets, on a net basis, for the six-months ended June 30, 2023 is as follows (in millions):

A summary of the changes in our goodwill, on a gross basis, for the six-months ended June 30, 2023, is as follows (in millions):

As of ~~March 31,~~June 30, 2023 and December 31, 2022, our intangible assets and related accumulated amortization consisted of the following (in millions):

Amortization expense for the ~~three~~six-months ended ~~March 31,~~June 30, 2023 and 2022 was ~~$49~~$99 million and ~~$52~~$104 million, respectively. Based on the current amount of intangible assets subject to amortization, we expect that amortization expense for the remainder of 2023 will be approximately ~~$147~~$98 million, and, for the succeeding five years, amortization expense will be approximately as follows: 2024, $132 million; 2025, $121 million; 2026, $91 million; 2027, $49 million; and 2028, $13 million. If and when acquisitions and dispositions occur in the future, actual amounts may vary materially from these estimates. Please see footnote 14. Subsequent Event, for further discussion of the impairment charge to be recorded in the third quarter of 2023.

For the three~~-months~~-month and six-month periods ended ~~March 31,~~June 30, 2023 and 2022, our income tax expense and effective income tax rates were as follows (dollars in millions):

We estimate our differences between taxable income or loss and recorded income or loss on an annual basis. Our tax provision for each quarter is based upon these full year projections, which are revised each reporting period. These projections incorporate estimates of permanent differences between U.S. GAAP income or loss and taxable income or loss, state income taxes and adjustments to our liability for unrecognized tax benefits to adjust our statutory Federal income tax rate of 21% to our effective income tax rate. For the ~~three~~2023~~-months ended~~ ~~March 31, 2023,~~ six-month period, these estimates increased or decreased our statutory Federal income tax rate of 21% to our effective income tax rate ~~of 26%~~ as a result of state income taxes that ~~added~~ 5%resulted in an increase of 4% and permanent differences resulted in a decrease of 1% and discrete items that resulted in a decrease of 6%. For the ~~three~~six-months ended ~~March 31,~~June 30, 2022, these estimates increased or decreased our statutory Federal income tax rate to our effective income tax rate of ~~25%~~27% as ~~a result of~~follows: state income taxes ~~that~~ added 4%5% and permanent differences between our U.S. GAAP income and taxable income resulted in an increase of 1%.

During the ~~first~~six ~~quarter of~~-months ended June 30, 2023,we made no ~~material~~$24 million of federal orand state income tax ~~payments.~~payments, net of refunds. During the remainder of 2023, we anticipate making income tax payments (net of ~~$35~~expected refunds) of approximately $14 million to ~~$45~~$22 million. As of ~~March 31,~~June 30, 2023, we have an aggregate of approximately ~~$344~~$344 million of various state operating loss carryforwards, of which we expect that approximately one-third will be utilized. We expect that approximately $217 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. After applying our state effective tax rate, this amount is included in our valuation allowance for deferred tax assets.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, contains modifications on the limitation of business interest for tax years beginning in 2019 and 2020, and permits net operating loss (“NOL”) carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. During 2020, we carried back certain net operating losses resulting in a refund of $21 million, that is currently outstanding.

~~The Company operates~~We operate in two business segments: broadcasting and production companies. The broadcasting segment operates television stations in local markets in the U.S. The production companies segment includes the production of television ~~content.~~content and our productions facilities, primarily Assembly Atlanta. Costs identified as other are primarily corporate and administrative expenses. The following tables present certain financial information concerning ~~the Company’s~~our operating segments (in millions):

Several years ago, our Raycom Sports subsidiary sublicensed certain Atlantic Coast Conference (“ACC”) football and basketball games from ESPN to Fox Sports that were assumed by Diamond Sports Group, LLC (“Diamond”) upon its acquisition of Fox Sports. In March 2023, Diamond sought bankruptcy protection. On ~~May 1,~~July 7, 2023, wethe bankruptcy court granted the request of Diamond (supported by us) for the early rejection, and ~~Marquee Broadcasting, Inc.~~therefore the termination, of the ACC sports rights agreements. On July 13, 2023, The CW Network (“~~Marquee”~~CW”) ~~completed transactions in which we sold television station KNIN (FOX)~~announced that it had entered into an agreement with Raycom Sports for a similar package of sports rights related to the ACC games that had been included in the ~~Boise, Idaho market (DMA~~ ~~102~~~~) for $6 million,~~now-terminated agreement with Diamond. Concurrently, Raycom Sports and ~~purchased television station WPGA (MeTV) in~~ESPN modified their license agreement to correspond with the ~~Macon, Georgia market (DMA~~ ~~126~~~~) for $6 million.~~terms of The CW sublicense agreement. The new agreements mitigate a portion of the losses caused by Diamond’s rejection of its ACC sports rights agreement with Raycom Sports. As a result ~~Gray’s television station portfolio now includes 102 markets (formerly 101 markets) with the~~ ~~first~~ ~~and/or~~ ~~second~~ ~~highest rated television station. Due to the proximity~~ of the ~~closing date~~bankruptcy filings and these new July 2023 agreements, our production companies segment expects to record a pre-tax non-cash charge within a range of $33 million to $43 million, for impairment of goodwill and other intangible assets in the ~~transaction to the filing date~~third quarter of this report we are unable to present a preliminary purchase price allocation for the acquired business. The fair value estimates of assets acquired, liabilities assumed and resulting goodwill will be based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired assets and liabilities assumed, the fair value estimates will be based on, among other factors, expected future revenue and cash flows, expected future growth rates and estimated discount rates.2023.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction. 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 unaudited condensed consolidated financial statements and notes thereto included elsewhere herein, as well as with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) filed with the SEC.

Business Overview. We are a multimedia company headquartered in Atlanta, Georgia. We are the nation’s largest owner of top-rated local television stations and digital assets in the United States. Our television stations serve 113 television markets that collectively reach approximately 36 percent of US television households. This portfolio includes 80 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.

Our operating revenues are derived primarily from broadcast and internet advertising, retransmission consent fees and, to a lesser extent, other sources such as production of television and event programming, television commercials, tower rentals and management fees. For the ~~three-months~~six-months ended ~~March 31,~~June 30, 2023 and 2022, we generated revenue of ~~$801 million~~$1.6 billion and ~~$827 million,~~$1.7 billion, respectively.

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

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

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

We derived a material portion of our non-political broadcast advertising revenue from advertisers in a limited number of industries, particularly the services sector, comprising financial, legal and medical advertisers, and the automotive industry. The services sector has become an increasingly important source of advertising revenue over the past few years. During the ~~three-months~~six-months ended ~~March 31,~~June 30, 2023 and 2022 approximately ~~27%~~26% and ~~29%~~28%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the services sector. During the ~~three-months~~six-months ended ~~March 31,~~June 30, 2023 and 2022 approximately 19% and 15%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to automotive customers. Revenue from these industries may represent a higher percentage of total revenue in odd-numbered years due to, among other things, the increased availability of advertising time, as a result of such years being the “off year” of the two-year election cycle.

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

Production Company Operations. The Assembly Studios portion of our Assembly Atlanta project are now substantially complete and preliminary move-in and start-up activities at Assembly Studios have now commenced in the third quarter of 2023. 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.

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

Set forth below are the principal types of revenue, less agency commissions, earned by us for the periods indicated and the percentage contribution of each type of revenue to our total revenue (dollars in millions):

Three-Months Ended ~~March 31,~~June 30, 2023 (“the 2023 three-month period”) Compared to Three-Months Ended ~~March 31,~~June 30, 2022 (“the 2022 three-month period”)

Revenue. Total revenue decreased ~~$26~~$55 million, or 3%6%, to ~~$801~~$813 million in the 2023 three-month period. During the 2023 three-month period:

Broadcasting Expenses. Broadcasting expenses (before depreciation, amortization and gain or loss on disposal of assets) increased ~~$25~~$24 million, or 5%, to ~~$555~~$552 million in the 2023 three-month period. During the 2023 three-month period:

Production Company Expenses. Production company operating expenses ~~were $59~~decreased $3 million in the 2023 three-month period ~~an increase of $33 million~~ compared to the 2022 three-month ~~period. Production company operating expenses included $17 million allowance for credit losses related~~period due to ~~the bankruptcy of Diamond,~~ a ~~counterparty~~decrease in ~~contracts with us and $18 million to settle litigation related to the Assembly Atlanta project.~~professional service costs.

Corporate and Administrative Expenses. Corporate and administrative expenses (before depreciation, amortization and gain or loss on disposal of assets) ~~decreased $2~~increased by $5 million ~~or 7%, to $26 million in~~ the 2023 three-month ~~period. These decreases were primarily the result of decreases~~period due to routine increases in ~~Transaction Related Expenses.~~compensation expense. Non-cash stock-based compensation expenses ~~decreased~~increased to $2$5 million in the 2023 three-month period compared to $5$4 million in the 2022 three-month period.

Depreciation. Depreciation of property and equipment totaled $35 million for the 2023 three-month period and ~~$32~~$31 million for the 2022 three-month period. Depreciation increased primarily due to the addition of depreciable assets.

Amortization. Amortization of intangible assets totaled ~~$49~~$50 million in the 2023 three-month period and $52 million in the 2022 three-month period. Amortization decreased primarily due to finite-lived intangible assets becoming fully amortized.

Loss on Disposal of Assets, Net. Loss on disposal of assets ~~included $9~~was $16 million ~~of expense~~ in the 2023 three-month period, ~~representing the initial discount recognized on the accounts receivable balance transferred~~primarily due to the ~~SPV upon~~$14 million loss resulting from the ~~implementation~~sale of television station KNIN in the ~~accounts receivable Securitization Facility. We expect that future amounts related to~~Boise, Idaho market in the ~~Securitization Facility in this line item will not be material.~~ 2023 three-month period.

Interest Expense. Interest expense increased ~~$25~~$28 million to ~~$104~~$109 million for the 2023 three-month period compared to ~~$79~~$81 million in the 2022 three-month period. This increase was primarily attributable to ~~increases~~the increase in average interest rates on our ~~floating~~outstanding debt, net of the impact of our pre-payment of our outstanding 2017 Term Loan balance. The average interest rate ~~2019 Senior Credit Facility~~on all of our outstanding debt increased to ~~7.3%~~6.6% in the 2023 three-month period compared to ~~2.9%~~4.6% in the 2022 three-month period. Our average outstanding ~~total long-term~~ debt balance was ~~$6.4~~$6.3 billion and $6.8 billion during the 2023 and 2022 three-month periods, respectively. Interest expense also increased by $1 million related to the non-cash amortization of fees for our interest rate cap agreement. We anticipate in future quarters this non-cash amortization expense will be $3 million per quarter for the duration of the agreements. Interest expense also increased by $2 million related to the amount outstanding under the Securitization Facility, from inception through the end of the quarter, during the 2023 three-month period. In future quarters, we anticipate interest expense resulting from the Securitization Facility will be approximately $5 million per quarter, for the duration of the agreement representing the amount outstanding under the facility at the one-month SOFR rate plus 1%.

~~Loss from Early Extinguishment of debt~~. During the 2023 three month period, we repaid in full the $295 million balance of the 2017 Term Loan under our 2019 Senior Credit Facility. As a result, we recorded a loss on early extinguishment of debt of $3 million, representing the unamortized balance of the related deferred financing costs of that loan.

Income Tax ~~(Benefit)~~ Expense. During the 2023 three-month period, we recognized income tax ~~benefit~~expense of ~~$11~~$5 million. During the 2022 three-month period, we recognized income tax expense of ~~$21~~$38 million. For the 2023 three-month period and the 2022 three-month period, our effective income tax rate was ~~26%~~56% in the 2023 three month period and ~~25%, respectively.~~28% in the 2022 three-month period. We estimate our differences between taxable income or loss and recorded income or loss on an annual basis. Our tax provision for each quarter is based upon these full year projections which are revised each reporting period. These projections incorporate estimates of permanent differences between U.S. GAAP income or loss and taxable income or loss, state income taxes and adjustments to our liability for unrecognized tax benefits. For the 2023 three-month period, these estimates increased or decreased our statutory Federal income tax rate of 21% ~~to our effective income tax rate of 26%~~ as a result of state income taxes that added 8%, discrete items that added 13%, permanent differences that added 16% and adjustment of tax valuation reserves that resulted in a decrease of 2%.

Six-months Ended June 30, 2023 (“the 2023 six-month period”) Compared to Six-months Ended June 30, 2022 (“the 2022 six-month period”)

Revenue. Total revenue decreased $81 million, or 5%, to $1.6 billion in the 2023 six-month period. During the 2023 six-month period:

Broadcasting Expenses. Broadcasting expenses (before depreciation, amortization and gain or loss on disposal of assets) increased $49 million, or 5%, to $1.1 billion in the 2023 six-month period. During the 2023 six-month period:

Production Company Expenses. Production company operating expenses were $70 million in the 2023 six-month period, an increase of $30 million compared to the 2022 six-month period. Production company operating expenses included $17 million allowance for credit losses related to the bankruptcy of Diamond, a counterparty in contracts with us and $18 million to settle litigation related to the Assembly Atlanta project.

Corporate and Administrative Expenses. Corporate and administrative expenses (before depreciation, amortization and gain or loss on disposal of assets) increased $3 million, or 6%, to $56 million in the 2023 six-month period. These increases were primarily the result of routine increases in compensation expense of $3 million. Non-cash stock-based compensation expenses decreased to $7 million in the 2023 six-month period compared to $9 million in the 2022 six-month period.

Depreciation. Depreciation of property and equipment totaled $70 million for the 2023 six-month period and $63 million for the 2022 six-month period. Depreciation increased primarily due to the addition of depreciable assets acquired in the 2023 six-month period.

Amortization. Amortization of intangible assets totaled $99 million in the 2023 six-month period and $104 million in the 2022 six-month period. Amortization decreased primarily due to the finite-lived intangible assets becoming fully amortized.

Loss on Disposal of Assets, Net. We recognized a loss on disposal of assets of $26 million in the 2023 six month period, primarily related to the sale of television station KNIN in the Boise, Idaho market, in which we recognized a loss of $14 million in the 2023 six-month period.

Interest Expense. Interest expense increased $53 million to $213 million for the 2023 six-month period compared to $160 million in the 2022 six-month period. This increase was primarily attributable to the increase in average interest rates on our outstanding debt, net of the impact of our pre-payment of our outstanding 2017 Term Loan balance. The average interest rate on all of our outstanding debt increased to 6.5% in the 2023 six-month period compared to 4.5% in the 2022 six-month period. Our average outstanding debt balance was $6.4 billion and $6.8 billion during the 2023 and 2022 six-month periods, respectively

Income Tax Expense. During the 2023 six-month period, we recognized income tax benefit of $6 million. During the 2022 six-month period, we recognized income tax expense of $59 million. For the 2023 six-month period and the 2022 six-month period, our effective income tax rate was 18% and 27%, respectively. We estimate our differences between taxable income or loss and recorded income or loss on an annual basis. Our tax provision for each quarter is based upon these full year projections which are revised each reporting period. These projections incorporate estimates of permanent differences between U.S. GAAP income or loss and taxable income or loss, state income taxes and adjustments to our liability for unrecognized tax benefits. For the 2023 six-month period, these estimates increased or decreased our statutory Federal income tax rate of 21% to our effective income tax rate as a result of state income taxes that resulted in an increase of 4% and permanent differences resulted in a decrease of 1% and discrete items that resulted in a decrease of 6%.

General. The following table presents data that we believe is helpful in evaluating our liquidity and capital resources (in millions):

Net Cash Provided By (Used ~~In)~~in) Operating, Investing and Financing Activities. Net cash provided by operating activities was ~~$412~~$459 million in the 2023 ~~three-month~~six-month period compared to ~~net cash provided by operating activities of $141~~$330 million in the 2022 ~~three-month period.~~six-month period, a net increase of $129 million. The increase ~~of $271 million~~ was primarily the net result of ~~$339~~$299 million of cash provided from the sale of accounts receivable under our Securitization ~~Facility;~~Facility, and other changes in working capital, ~~partially~~ offset by a decrease in net income.

Net cash used in investing activities was ~~$95~~$187 million in the 2023 ~~three-month~~six-month period compared to ~~$53~~net cash used in investing activities of $201 million infor the 2022 ~~three-month~~six-month period. The ~~increase~~decrease in the amount used was largely due to ~~increased purchases of property and equipment~~cash received from a quasi-governmental authority in the 2023 ~~three-month~~six-month period ~~compared~~related to infrastructure components of construction on the Assembly Atlanta project. In addition, in the 2022 ~~three-month period.~~six-month period we used $31 million to acquire television station WKTB-TV.

Net cash used in financing activities was ~~approximately $322~~$297 million in the 2023 ~~three-month~~six-month period compared to ~~$30~~net cash used in financing activities of $156 million in the 2022 ~~three-month~~six-month period. ~~The increase was primarily due to the use of $4~~During each period we used $26 million of cash to ~~repay a portion of the amount outstanding under our 2021 Term Loan and~~pay dividends to ~~repay the $295 million balance~~holders of our ~~2017 Term Loan under~~preferred stock. During 2023 and 2022 six-month periods, we used $14 million and $16 million, respectively, to pay dividends to holders of our ~~2019 Senior Credit Facility~~common stock. In the 2023 and 2022 six-month periods, we used $303 million for pre-payments and required principal reductions of our long term debt, partially offset by net borrowings of $50 million from our revolving credit facility in the 2023 ~~three-month~~six-month period. In the 2022 six-month period, we used $50 million to repurchase shares of our common stock on the open market.

Liquidity. WeBased on our debt outstanding and interest rates as of June 30, 2023, we estimate that we will make approximately ~~$434~~$444 million in debt interest payments over the twelve months immediately following ~~March 31,~~June 30, 2023.

Although our cash flows from operations are subject to a number of risks and uncertainties, we anticipate that our cash on hand, future cash expected to be generated from operations, borrowings from time to time under the 2019 Senior Credit Facility (or any such other credit facility as may be in place at the appropriate time) and, potentially, external equity or debt financing, will be sufficient to fund any debt service obligations, estimated capital expenditures and acquisition-related obligations for the next 12twelve months and ~~beyond.~~the forseeable future. Any potential equity or debt financing would depend upon, among other things, the costs and availability of such financing at the appropriate time. We also believe that our future cash expected to be generated from operations and borrowing availability under the 2019 Senior Credit Facility (or any such other credit facility) will be sufficient to fund our future capital expenditures and long-term debt service obligations until at least January 2, 2026, which is the maturity date of the 2019 Term Loan under the 2019 Senior Credit Facility.

Debt. As of ~~March 31,~~June 30, 2023, long-term debt consisted of obligations under our 2019 Senior Credit Facility, our $700 million in aggregate principal amount of senior notes due 2026, our $750 million in aggregate principal amount of senior notes due 2027, our $800 million in aggregate principal amount of senior notes due 2030 and our $1.3 billion in aggregate principal amount of senior notes due 2031. As of ~~March 31,~~June 30, 2023, the 2019 Senior Credit Facility provided total commitments of ~~$3.2~~$3.1 billion, consisting of a $1.2 billion term loan facility, a $1.5 billion term loan facility, $50 million outstanding under our Revolving Credit Facility and ~~$494~~$444 million available under our revolving credit facility. We were in compliance with the covenants in these debt agreements at ~~March 31,~~June 30, 2023.

Capital ~~Expenditures~~Expenditures. . Excluding capital expenditures related to Assembly Atlanta, we currently expect that our routine capital expenditures will be in a range of approximately ~~$86~~$60 million to ~~$96~~$65 million for the remainder of 2023. In addition, we currently expect that our Assembly Atlanta capital expenditures will likely be more than offset by proceeds from Assembly Atlanta property sales and CID incentive payments for the remainder of 2023. More specifically, we currently expect that our Assembly Atlanta construction expenditures will be in a range of ~~$95~~$25 million to ~~$100~~$30 million, offset by the combined proceeds from Assembly Atlanta property sales and CID incentive payments that we also expect will ~~also~~ be in a range of ~~$95~~$85 million to ~~$100~~$90 million for the remainder 2023. We can give no assurances of the actual proceeds to be received in the future from property sales and incentive payments, nor the timing of any such proceeds.

Completed Transaction. On May 1, 2023, we completed the transaction with Marquee Broadcasting, Inc. (“Marquee”) through which we sold television station KNIN (FOX) in the Boise, Idaho market (DMA 102) for $6 million, and purchased television station WPGA (MeTV) in the Macon, Georgia market (DMA 126) for $6 million. As a result, Gray’s television station portfolio now includes 102 markets with the first and/or second highest rated television station. ~~Due to~~The disposal of television station KNIN resulted in a loss of approximately $14 million in the proximity of the closing date of the transaction to the filing date of this report we are unable to present a preliminary purchase price allocation for the acquired business. The fair value estimates of assets acquired, liabilities assumed and resulting goodwill will be based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired assets and liabilities assumed, the fair value estimates will be based on, among other factors, expected future revenue and cash flows, expected future growth rates and estimated discount rates.2023 six-month period.

Other. We file a consolidated federal income tax return and such state and local tax returns as are required. During the ~~first quarter of~~ 2023 six-month period, we made ~~no material~~$24 million of federal or state income tax payments. During the remainder of 2023, we anticipate making income tax payments (net of refunds) within a range of ~~$35~~$14 million to ~~$45~~$22 million. As of ~~March 31,~~June 30, 2023, we have an aggregate of approximately $344 million of various state operating loss carryforwards, of which we expect that approximately ~~one-third~~$217 million will be utilized.

Several years ago, our Raycom Sports subsidiary sublicensed certain ACC football and basketball games from ESPN to Fox Sports that were assumed by Diamond upon its acquisition of Fox Sports. In March 2023, Diamond sought bankruptcy protection. On July 7, 2023, the bankruptcy court granted the request of Diamond (supported by us) for the early rejection, and therefore the termination, of the ACC sports rights agreements. On July 13, 2023, CW announced that it had entered into an agreement with Raycom Sports for a similar package of sports rights related to the ACC games that had been included in the now-terminated agreement with Diamond. Concurrently, Raycom Sports and ESPN modified their license agreement to correspond with the terms of The CW sublicense agreement. The new agreements mitigate a portion of the losses caused by Diamond’s rejection of its ACC sports rights agreement with Raycom Sports. As a result of the bankruptcy filings and these new July 2023 agreements, our production companies segment expects to record a pre-tax non-cash charge within a range of $33 million to $43 million, for impairment of goodwill and other intangible assets in the third quarter of 2023.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, contains modifications on the limitation of business interest for tax years beginning in 2019 and 2020, and permits net operating loss (“NOL”) carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. During 2020, we carried back certain net operating losses resulting in a refund of $21 million, that is currently outstanding.

During the 2023 ~~three-month~~six-month period, we did not make a contribution to our defined benefit pension plan. During the remainder of 2023, we expect to contribute $4 million to this pension plan.

Off-Balance Sheet Arrangements.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 Securitization Facility permits the SPV to draw up to a total of $300 million, subject to the outstanding amount of the receivables pool and other factors. The Securitization Facility is subject to interest charges, at the one-month ~~Secured Overnight Financing Rate (“SOFR”)~~SOFR rate plus 100 basis points on the amount of the outstanding facility. The SPV is also required to pay an upfront fee and a commitment fee in connection with the Securitization Facility. Other than as described above, there have been no material changes with respect to our off-balance sheet arrangements from those presented in our 2022 Form 10-K.

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments and estimations that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. We consider our accounting policies relating to intangible assets and income taxes to be critical policies that require judgments or estimations in their application where variances in those judgments or estimations could make a significant difference to future reported results. These critical accounting policies and estimates are more fully discussed in our 2022 Form 10-K.

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

We believe that the market risk of our financial instruments as of ~~March 31,~~June 30, 2023 has not materially changed since December 31, 2022. Our market risk profile on December 31, 2022 is disclosed in our 2022 ~~Annual Report on~~ Form 10-K.

As of the end of the period covered by this Quarterly Report, an evaluation was carried out under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, the CEO and CFO have concluded that our controls and procedures were effective as of ~~March 31,~~June 30, 2023.

There have been no changes in the Company’s internal control over financial reporting during the ~~quarter~~six-months ended ~~March 31,~~June 30, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors that affect our business and financial results that are discussed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report. There have been no material changes to such risk factors.

None of the Company's directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended June 30, 2023.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

							Estimated									Estimated
	*March 31,*			*December 31,*			*Useful Lives*			*June 30,*			*December 31,*			*Useful Lives*
	*2023*			*2022*			*(in years)*			*2023*			*2022*			*(in years)*
Property and equipment:
Land	$	289		$	290					$	289		$	290
Buildings and improvements		480			477		7	to	40		486			477		7	to	40
Equipment		1,035			1,027		3	to	20		1,046			1,027		3	to	20
Construction in progress		431			362						494			362
		2,235			2,156						2,315			2,156
Accumulated depreciation		(714	)		(690	)					(741	)		(690	)
Total property and equipment, net	$	1,521		$	1,466					$	1,574		$	1,466

	Minimum Principal Maturities												Minimum Principal Maturities
Year	2019 Senior Credit Facility		2026 Notes		2027 Notes		2030 Notes		2031 Notes		Total		2019 Senior Credit Facility		2026 Notes		2027 Notes		2030 Notes		2031 Notes		Total
Remainder of 2023	$	11	$	-	$	-	$	-	$	-	$	11	$	8	$	-	$	-	$	-	$	-	$	8
2024		15		-		-		-		-		15		15		-		-		-		-		15
2025		15		-		-		-		-		15		15		-		-		-		-		15
2026		1,205		700		-		-		-		1,905		1,255		700		-		-		-		1,955
2027		15		-		750		-		-		765		15		-		750		-		-		765
2028		1,410		-		-		-		-		1,410		1,410		-		-		-		-		1,410
Thereafter		-		-		-		800		1,300		2,100		-		-		-		800		1,300		2,100
Total	$	2,671	$	700	$	750	$	800	$	1,300	$	6,221	$	2,718	$	700	$	750	$	800	$	1,300	$	6,268

	Net Balance at										Net Balance at
	December 31,		Acquisitions								June 30,
	2022		and Adjustments			Impairments		Amortization			2023

Goodwill	$	2,663	$	(3	)	$	-	$	-		$	2,660
Broadcast licenses		5,331		(11	)		-		-			5,320
Finite-lived intangible assets		636		-			-		(99	)		537
Total intangible assets net of accumulated amortization	$	8,630	$	(14	)	$	-	$	(99	)	$	8,517

	As of								As of
	December 31,			Acquisitions					June 30,
	2022			and Adjustments			Impairments		2023

Goodwill, gross	$	2,762		$	(3	)	$	-	$	2,759
Accumulated goodwill impairment		(99	)		-			-		(99	)
Goodwill, net	$	2,663		$	(3	)	$	-	$	2,660

	As of March 31, 2023							As of December 31, 2022							As of June 30, 2023							As of December 31, 2022
			Accumulated							Accumulated							Accumulated							Accumulated
	Gross		Amortization			Net		Gross		Amortization			Net		Gross		Amortization			Net		Gross		Amortization			Net
Intangible assets not currently subject to amortization:
Broadcast licenses	$	5,385	$	(54	)	$	5,331	$	5,385	$	(54	)	$	5,331	$	5,374	$	(54	)	$	5,320	$	5,385	$	(54	)	$	5,331
Goodwill		2,663		-			2,663		2,663		-			2,663		2,660		-			2,660		2,663		-			2,663
	$	8,048	$	(54	)	$	7,994	$	8,048	$	(54	)	$	7,994	$	8,034	$	(54	)	$	7,980	$	8,048	$	(54	)	$	7,994

Intangible assets subject to amortization:
Network affiliation agreements	$	218	$	(98	)	$	120	$	218	$	(88	)	$	130	$	216	$	(106	)	$	110	$	218	$	(88	)	$	130
Other finite-lived intangible assets		1,055		(589	)		466		1,055		(549	)		506
Other finite lived intangible assets																1,052		(625	)		427		1,055		(549	)		506
	$	1,273	$	(687	)	$	586	$	1,273	$	(637	)	$	636	$	1,268	$	(731	)	$	537	$	1,273	$	(637	)	$	636

Total intangible assets	$	9,321	$	(741	)	$	8,580	$	9,321	$	(691	)	$	8,630
Total intangibles															$	9,302	$	(785	)	$	8,517	$	9,321	$	(691	)	$	8,630

GRAY TELEVISION, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
(in millions, except for number of shares)

GRAY TELEVISION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)

	Three Months Ended March 31,					Six Months Ended June 30,
	2023		2022			2023			2022
Beginning balance	$	16	$	16		$	16		$	16
Provision for credit losses		15		(1	)		17			(1	)
Amounts written off							(1	)		-
Ending balance	$	31	$	15		$	32		$	15

Property and equipment and other assets	$	2
Broadcast licenses		4
Total	$	6

Year ending December 31,	Operating Leases			Operating Leases
Remainder of 2023	$	12		$	8
2024		15			15
2025		13			14
2026		12			12
2027		11			11
Thereafter		50			51
Total lease payments	$	113			111
Less: Imputed interest		(30	)		(29	)
Present value of lease liabilities	$	83		$	82

				Production												Production
As of and for the three months ended March 31, 2023:	Broadcast			Companies			Other			Consolidated
As of and for the six months ended June 30, 2023:													Broadcasting			Companies			Other			Consolidated

Revenue (less agency commissions)	$	779		$	22		$	-		$	801		$	1,580		$	34		$	-		$	1,614
Operating expenses before depreciation, amortization and gain on disposal of assets, net		555			59			26			640
Operating expenses before depreciation, amortization and gain on disposal of assets, net:														1,107			70			56			1,233
Depreciation and amortization		80			3			1			84			160			7			2			169
Loss on disposal of assets, net		9			1			-			10			24			2			-			26
Operating expenses		644			63			27			734			1,291			79			58			1,428
Operating income (loss)	$	135		$	(41	)	$	(27	)	$	67		$	289		$	(45	)	$	(58	)	$	186

Interest expense	$	-		$	-		$	104		$	104		$	-		$	-		$	213		$	213
Capital expenditures (excluding business combinations)	$	19		$	91		$	-		$	110		$	41		$	168		$	4		$	213
Goodwill	$	2,618		$	45		$	-		$	2,663		$	2,615		$	45		$	-		$	2,660
Total Assets	$	10,016		$	626		$	203		$	10,845
Total assets													$	9,995		$	644		$	171		$	10,810

For the three months ended March 31, 2022:
For the six months ended June 30, 2022:

Revenue (less agency commissions)	$	804		$	23		$	-		$	827		$	1,659		$	36		$	-		$	1,695
Operating expenses before depreciation, amortization and gain on disposal of assets, net		530			26			28			584
Operating expenses before depreciation, amortization and gain on disposal of assets, net:														1,058			40			53			1,151
Depreciation and amortization		80			3			1			84			159			6			2			167
Gain on disposal of assets, net		(5	)		-			-			(5	)		(5	)		-			-			(5	)
Operating expenses		605			29			29			663			1,212			46			55			1,313
Operating income (loss)	$	199		$	(6	)	$	(29	)	$	164		$	447		$	(10	)	$	(55	)	$	382

Interest expense	$	-		$	-		$	79		$	79		$	-		$	-		$	160		$	160
Capital expenditures (excluding business combinations)	$	17		$	30		$	-		$	47		$	66		$	93		$	-		$	159

As of December 31, 2022:

Goodwill	$	2,618		$	45		$	-		$	2,663		$	2,618		$	45		$	-		$	2,663
Total Assets	$	10,444		$	535		$	173		$	11,152
Total assets													$	10,444		$	535		$	173		$	11,152

	Three Months Ended March 31,										Three Months Ended June 30,										Six Months Ended June 30,
	2023					2022					2023					2022					2023					2022
			Percent					Percent					Percent					Percent					Percent					Percent
	Amount		of Total			Amount		of Total			Amount		of Total			Amount		of Total			Amount		of Total			Amount		of Total
Revenue:
Core advertising	$	357		45	%	$	365		44	%	$	379		47	%	$	366		42	%	$	736		46	%	$	731		43	%
Political		8		1	%		26		3	%		12		1	%		90		10	%		20		1	%		116		7	%
Retransmission consent		395		49	%		393		48	%		394		48	%		382		44	%		789		49	%		775		46	%
Production companies		22		3	%		23		3	%		12		2	%		13		1	%		34		2	%		36		2	%
Other		19		2	%		20		2	%		16		2	%		17		3	%		35		2	%		37		2	%
Total	$	801		100	%	$	827		100	%	$	813		100	%	$	868		100	%	$	1,614		100	%	$	1,695		100	%

Exhibit Number		Description of Document

~~10.1~~		Receivables Purchase Agreement, dated as of February 23, 2023, by and among Gray AR, LLC, as seller, the persons from time to time party thereto as Purchasers (as defined therein), Wells Fargo Bank, N.A., as administrative agent, and Gray Television, Inc., in its individual capacity and as initial Master Servicer (as defined therein) (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on February 27, 2023)

~~10.2~~		Receivables Sale Agreement, dated as of February 23, 2023, among Gray Media Group, Inc., the various entities listed on schedule I thereto, Gray Television, Inc., and Gray AR, LLC (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on February 27, 2023)

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

~~10.4~~		First Amendment to Fifth Amended and Restated Credit Agreement, dated as of March 17, 2023, among Gray Television, Inc., the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 21, 2023)

31.1		Rule 13(a) – 14(a) Certificate of Chief Executive Officer

31.2		Rule 13(a) – 14(a) Certificate of Chief Financial Officer

32.1		Section 1350 Certificate of Chief Executive Officer

32.2		Section 1350 Certificate of Chief Financial Officer

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		The cover page from Gray Television, Inc.’s Quarterly Report on Form 10-Q for the fiscal period ended ~~March 31,~~June 30, 2023 has been formatted in Inline XBRL and contained in Exhibit 101.

	GRAY TELEVISION, INC. (Registrant)





Date: ~~May 5,~~August 4, 2023	By:	/s/ James C. Ryan
		James C. Ryan ~~Executive Vice President and Chief Financial Officer~~
		Executive Vice President and Chief Financial Officer