~~Item 1.~~ ~~Financial Statements~~

GRAY TELEVISION, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)

~~(in thousands~~

GRAY TELEVISION, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions except for share data)

~~(in thousands~~

GRAY TELEVISION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except for per share data)

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, ~~2016,~~ 2023, which was derived from the Company’s audited financial statements as of December 31, ~~2016,~~ 2023, and our accompanying unaudited condensed consolidated financial statements as of ~~September 30, 2017~~ March 31, 2024 and for the three-month periods ended ~~September 30, 2017~~ March 31, 2024 and ~~2016~~2023, 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~~10-Q and Article 10 of Regulation ~~S-X.~~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 ~~statement~~presentation have been included. ~~Our operations consist~~We manage our business on the basis of ~~one reportable segment.~~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~~10-K for the year ended December 31, ~~2016 (the “2016~~2023 (the “2023 Form ~~10-K”~~10-K”). Our financial condition as of, and operating results for the ~~nine-month period~~three-months ended ~~September 30, 2017~~ March 31, 2024, 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, ~~2017.~~2024.

We are a ~~television broadcast~~multimedia company headquartered in Atlanta, ~~Georgia, that owns and/or operates over 100~~Georgia. We are the nation’s largest owner of top-rated local television stations and ~~leading~~ digital assets in ~~markets throughout~~ the United States. ~~As of~~ ~~September 30, 2017, we owned and/or operated~~Our television stations ~~in 57~~serve 114 television markets ~~broadcasting over 200 programming streams, including over 100 channels affiliated~~that collectively reach approximately 36 percent of US television households. This portfolio includes 79 markets with the ~~CBS Network (“CBS”)~~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 income (expense), net in our consolidated statements of operations. Investments are also increased by contributions made to and decreased by the ~~NBC Network (“NBC”)~~distributions from the investee. The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired.

Investments in non-public businesses that do not have readily determinable pricing, and for which the Company does not have control or does not exert significant influence, are carried at cost less impairments, if any, plus or minus changes in observable prices for those investments. Gains or losses resulting from changes in the carrying value of these investments are included as miscellaneous income (expense), ~~the ABC Network (“ABC”) and the FOX Network (“FOX”). As~~net in our consolidated statements of ~~September 30, 2017,~~operations. These investments are reported together as a non-current asset on our ~~station group reached approximately 10.4% of total United States television households.~~consolidated balance sheets.

~~Cyclicality and Seasonality~~BMI Investment Proceeds. On February 8, 2024, we received $110 million from the sale of our investment in Broadcast Music, Inc. (“BMI”). These proceeds are included in miscellaneous income (expense), net, in our condensed consolidated statement of operations.

Broadcast advertising revenues are generally highest in the second and fourth quarters each year. This seasonality results partly from increases in consumer advertising in the spring and retail advertising in the period leading up to and including the holiday season. Broadcast advertising revenues are also typically higher in even-numbered years due to increased spending by political candidates, political parties and special interest groups in advance of elections. This political spending typically is heaviest during the fourth quarter.

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

We consolidate a VIE when we are determined to be the primary beneficiary. In accordance with U.S. GAAP, in determining whether we are the primary beneficiary of a VIE for financial reporting purposes, we consider whether we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and whether we have the obligation to absorb losses or the right to receive returns that would be significant to the VIE.

On January 17, 2017, we acquired two television stations that were divested by Nexstar Broadcasting, Inc. upon its merger with Media General, Inc. (“Media General”): WBAY-TV (ABC), in the Green Bay, Wisconsin television market (DMA 69), and KWQC-TV (NBC), in the Davenport, Iowa, Rock Island, Illinois, and Moline, Illinois or “Quad Cities” television market (DMA 102), for an adjusted purchase price of $269.9 million (the “Media General Acquisition”) using cash on hand. The Media General Acquisition was completed, in part, through a transaction with a VIE known as Gray Midwest EAT, LLC (“GME”), pursuant to which GME acquired the broadcast licenses of the stations. On May 30, 2017, we exercised an option to acquire the licenses held by GME pending receipt of proceeds receivable from the FCC’s recently completed reverse auction for broadcast spectrum (the “FCC Spectrum Auction”). Upon receipt of the auction proceeds from the FCC, we completed the acquisition of the broadcast licenses from GME.

During the period that GME held those broadcast licenses we believe we were the primary beneficiary of GME, because, subject to the ultimate control of the licensees, we had the power to direct the activities that significantly impact the economic performance of GME through the services we provided, and our obligation to absorb losses and right to earn returns that would be considered significant to GME. As a result, we included the assets, liabilities and results of operations of GME in our consolidated financial statements beginning January 17, 2017 and continuing through August 7, 2017, the date that we were no longer deemed to be the primary beneficiary of GME.

We compute basic earnings per share by dividing net income ~~attributable~~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, ~~and shares underlying stock options,~~ in ~~the denominator of~~ the diluted weighted-average shares outstanding calculation, unless their inclusion would be anti-dilutive. In the three-months ended September 30, 2016, we reported a net loss and therefore all common stock equivalents are excluded from the computation of diluted earnings per share for that period, since their inclusion would be ~~anti-dilutive.~~antidilutive.

The following table reconciles basic weighted-average common shares outstanding to diluted weighted-average common shares outstanding for the ~~three-month~~ three-months ended March 31, 2024 and ~~nine-month periods ended September 30, 2017 and 2016~~2023, respectively (in ~~thousands)~~millions):

Our accumulated other comprehensive loss balances as of ~~September 30, 2017~~ March 31, 2024 and December 31, ~~2016~~ 2023, consist of adjustments to our pension liability and changes in the ~~related income tax benefit.~~fair value of our interest rate cap, each net of tax. Our comprehensive income (loss) for the three-months ended March 31, 2024 and ~~nine-month periods ended September 30, 2017 and 2016~~2023 consisted ~~entirely~~ of our net income (loss)~~. Therefore~~ and recognition of the ~~consolidated statement~~initial fair value adjustment related to our interest rate cap, and the related income tax benefit. As of ~~comprehensive income (loss) is not presented for~~ March 31, 2024 and December 31, 2023 the ~~three and nine-month periods ended September 30, 2017 or 2016.~~balances were as follows (in millions):

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

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

Accounts Receivable and Allowance for ~~Doubtful Accounts~~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 ~~doubtful accounts~~credit losses is ~~equal to~~ ~~a portion~~an estimate of expected losses over the remaining contractual life of our ~~receivable balances that are 120 days old or older.~~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 ~~provide allowances for certain receivable balances that are less than 120 days old~~also apply additional allowance when warranted by specific facts and circumstances. We generally ~~write-off accounts~~write off account receivable balances when the customer files for bankruptcy or when all commonly used methods of collection have been exhausted.

On February 23, 2023, we, certain of our subsidiaries and a wholly-owned special purpose subsidiary (the “SPV”), entered into a 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. We do not record a servicing asset or liability since the estimated fair value of the servicing of the receivables approximates the servicing income. We also provided a performance guarantee for the benefit of the Purchasers.

The Securitization Facility is subject to interest charges, at the adjusted one-month Secured Overnight Financing Rate (“SOFR”) plus a margin (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 three-months ended March 31, 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 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 each of March 31, 2024 and December 31, 2023, which was derecognized from the Consolidated Balance Sheets. As collateral against sold receivables, the SPV maintains a certain level of unsold receivables, which was $307 million and $296 million at March 31, 2024 and December 31, 2023, respectively. Total receivables sold under the Securitization Facility were $607 million and $597 million in the three-months ended March 31, 2024 and 2023, respectively. Pursuant to the Securitization Facility, we recognized a charge of $9 million in the three-months ended March 31, 2023, and the charge recognized in the three-months ended March 31, 2024 was not material. These charges represented the discount on the accounts receivable balance transferred to the SPV. This discount is included in our loss on disposal of assets in our Consolidated Statements of 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 (in millions):

In ~~May 2014,~~ November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~No. 2014-09~~ –2023-07, ~~Revenue from~~Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. ~~Contracts with Customers~~ (Topic 606). ASU 2014-09 provides new guidance on revenue recognition for revenue from contracts with customers and will replace most existing revenue recognition guidance when it becomes effective. This guidance requires an entity to recognize the amountThe purpose of ~~revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard is intended~~this amendment was to improve ~~comparability of revenue recognition practices across entities and provide more useful information through improved financial statement disclosures. In August 2015, the FASB issued~~disclosures related to reportable segments. The amendments in this ASU ~~2015-14,~~ ~~Revenue from Contracts with Customers~~ ~~(Topic 606):~~ ~~Deferral of the Effective Date~~~~. ASU 2015-14 deferred the~~are effective ~~date of ASU 2014-09 by one year to interim and annual reporting periods~~for fiscal years beginning after December 15, ~~2017,~~ 2023, and ~~permitted early adoption of the standard, but not before the original effective date of~~ interim periods within fiscal years beginning after December 15, 2016. The standard permits the use of either a retrospective to each reporting period presented method, or a retrospective with the cumulative effect method to adopt the standard. In April 2016, the FASB issued ASU 2016-10, ~~Revenue from Contracts with Customers~~ ~~(Topic 606):~~ ~~Identifying Performance Obligations and Licensing~~. This ASU amends the guidance of ASU 2014-09 to clarify the identification of performance obligations and to provide additional licensing implementation guidance. In May 2016, the FASB issued ASU 2016-12, ~~Revenue from Contracts with Customers~~ ~~(Topic 606):~~ ~~Narrow Scope Improvements and Practical Expedients~~. This ASU was issued to provide guidance in assessing collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition, in order to reduce the potential for diversity in practice at initial application, and to reduce the cost and complexity of applying the standard. In December 2016, the FASB issued ASU 2016-20, ~~Revenue from Contracts with Customers~~ ~~(Topic 606):~~ ~~Technical Corrections and Improvements~~~~. This ASU was issued to clarify the standard and to correct unintended application of guidance. We have completed our internal evaluation of the standard and determined~~2024. Currently we do not expect that the ~~adoption~~implementation of ~~this standard~~these changes will ~~not~~ have a material effect on our balance sheets and statements of operations. We have determined that we will utilize the modified retrospective method to implement the standard. We are evaluating our footnote disclosures and expect that this standard’s most significant impact will be expanded disclosures related to deferred revenue from customer pre-payments. We will continue to develop these disclosures and the related tasks of gathering data to be disclosed, assessing our internal controls and availing ourselves of broadcasting industry related guidance.financial statements.

In ~~January 2016,~~ December 2023, the FASB issued ASU ~~No. 2016-01~~ –2023-09, ~~Financial Instrumen~~~~ts - Overall~~ ~~(Subtopic 825-10)~~Income Taxes (Topic 740), ~~Recognition~~Improvements to Income Tax Disclosures. The purpose of this amendment was to enhance the transparency and ~~Measurement~~decision usefulness of ~~Financial Assets and Financial Liabilities~~.income tax disclosures. The amendments in this ASU 2016-01 amends the guidance in U.S. GAAP regarding the classification and measurement of financial instruments. The new standard significantly revises an entity’s accounting related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The standard isare effective for ~~fiscal years~~annual periods beginning after December 15, ~~2017, including interim periods within those fiscal years. We~~2024. Currently we do not expect that the ~~adoption~~implementation of ~~this standard~~these changes will ~~have a material impact on our financial statements.~~

~~In February 2016, the FASB issued ASU 2016-02 –~~ ~~Leases~~ ~~(Topic 842). ASU 2016-02 will supersede Topic 840,~~ ~~Leases~~, and thus will supersede nearly all existing lease guidance by requiring the reclassification of lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. The standard will be effective for fiscal years beginning after December 15, 2018. We have preliminarily determined that the adoption of this standard will not have a material effect on our statements of operations. However, this standard is expected to have a material effect on our balance sheets. Specifically, we expect that, once adopted, we will record a right of use asset and lease obligation liability. As of December 31, 2016, the values of those assets and related liabilities were each approximately $13.2 million. We are also evaluating our footnote disclosure requirements. We will continue to review our contractual obligations related to this standard, and develop our disclosures, assessing our internal controls and availing ourselves of broadcasting industry related guidance.financial statements.

In ~~August 2016, the FASB issued ASU 2016-15,~~ ~~Statement of Cash Flows~~ ~~(Topic 230)~~ – ~~Classification of Certain Cash Receipts and Cash Payments~~. ASU 2016-15 amends the guidance of U.S. GAAP with the intent of addressing eight specific cash flow issues with the objective of reducing the existing diversity in practice. One or more of these eight issues are applicableaddition to our financial statements. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We do not expect that the adoption of this standard will have a material impact on our financial statements.

~~In January 2017, the FASB issued ASU 2017-01,~~ ~~Business Combinations~~ ~~(Topic 805) –~~ ~~Clarifying the Definition of a Business~~. ASU 2017-01 amends the guidance of U.S. GAAP with the intent of clarifying the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We do not expect that the adoption of this standard will have a material impact on our financial statements.

~~In January 2017, the FASB issued ASU 2017-04,~~ ~~Intangibles – Goodwill and Other~~ ~~(Topic 350) –~~ ~~Simplifying the Test for Goodwill Impairment~~. ASU 2017-04 amends the guidance of U.S. GAAP with the intent of simplifying how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The standard allows for early adoption, but we have not yet made that determination. We do not expect that the adoption of this standard will have a material impact on our financial statements.

~~In March 2017, the FASB issued ASU 2017-07,~~ ~~Compensation – Retirement Benefits~~ ~~(Topic 715) -~~ ~~Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~. ASU 2017-07 amends the guidance of U.S. GAAP with the intent of improving the presentation of net periodic pension cost and net periodic postretirement benefit cost by prescribing where the amount of net benefit cost should be presented in an employer’s income statement and requiring the disclosure by line item of the amount of net benefit cost that is included in the income statement or capitalized in assets. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We do not expect that the adoption of this standard will have a material impact on our financial statements.

~~In November 2015, the FASB issued ASU No. 2015-17,~~ ~~Income Taxes~~ ~~(Topic 740) –~~ ~~Balance Sheet Classification of Deferred Taxes~~. ASU 2015-17 requires a “noncurrent” presentation of all deferred income taxes. As required by our adoption of this standard, the affected amounts have been reclassified on our balance sheets for all periods presented.

~~In March 2016, the FASB issued ASU 2016-09,~~ ~~Compensation~~ – ~~Stock Compensation~~ ~~(Topic 718) –~~ ~~Improvements to Employee Share-Based Payment Accounting.~~ ~~ASU 2016-09 amended the guidance in U.S. GAAP with the intent of simplifying several aspects of~~ the accounting for share-based payment transactions, including the income tax consequences, classification of awards, and classification on the statement of cash flows. Our adoption of this standard included an adjustment to record the impact on our deferred asset related to the net federal and state income tax deductions for grants, and subsequent vesting, of restricted stock in excess of our book basis expense. Accordingly, we have recorded adjustments to increase our deferred tax asset and our accumulated deficit, as of January 1, 2017, by approximately $1.1 million. Beginning in 2017, we began recording similar net excess or deficit tax deductions as current tax benefit or expense and as reductions in the related income tax prepaid or payable, or deferred tax assets.

~~Certain~~standards described above, certain amounts in the condensed consolidated ~~statement~~balance sheets and condensed consolidated statements of cash flows have also been reclassified to conform to the current ~~presentation~~.presentation.

~~On January 13, 2017,~~Revenue Recognition. We recognize revenue when we ~~acquired KTVF-TV (NBC), KXDF-TV (CBS),~~have completed a specified service and ~~KFXF-TV (FOX) in the Fairbanks, Alaska television market~~ ~~(DMA 202), from Tanana Valley Television Company and Tanana Valley Holdings, LLC for $8.0 million (the “Fairbanks Acquisition”), using cash on hand.~~

~~As described~~ ~~in Note 1. above, on January 17, 2017, we completed the Media General Acquisition, for an adjusted purchase price of $269.9 million using cash on hand.~~

~~On May 1, 2017~~, we acquired WDTV-TV (CBS) and WVFX-TV (FOX/CW) in the Clarksburg-Weston, West Virginia television market (DMA 169) from Withers Broadcasting Company of West Virginia (the “Clarksburg Acquisition”) for a total purchase price of $26.5 million. On June 1, 2016, we began operating the stations, subject toeffectively 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 ~~seller, under~~amount of consideration specified in a ~~local marketing agreement (“LMA”)~~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.

Deferred Revenue. We record a deferred revenue for cash deposits received from our customers that ~~terminated upon completion~~are to be applied as payment once the performance obligation arises and is satisfied. These deposits are recorded as deferred revenue on our balance sheet as advertising deposit liabilities. When we invoice our customers for completed performance obligations, we are unconditionally entitled to receive payment of the ~~acquisition.~~

~~On May 1, 2017~~,invoiced amounts. Therefore, we ~~acquired WABI-TV (CBS/CW)~~record invoiced amounts in accounts receivable on our balance sheet. We generally require amounts payable under advertising contracts with our political advertising customers to be paid for in advance. We record the receipt of this cash as an advertising deposit liability. Once the advertisement has been broadcast, the revenue is earned, and we record the revenue and reduce the balance in this deposit liability account. We recorded $13 million of revenue in the ~~Bangor, Maine television market (DMA 156) and WCJB-TV (ABC/CW)~~three-months ended March 31, 2024 that was included in the ~~Gainesville, Florida television market (DMA 159) from Community Broadcasting Service and Diversified Broadcasting, Inc. (collectively, the “Diversified Acquisition”)~~advertising deposit liability balance as of December 31, 2023. We also record other deposit liabilities for ~~a total purchase price of $85.0 million. On April 1, 2017, we began operating these stations, subject to the control of the seller, under an LMA that terminated upon completion of the acquisition.~~

~~On August 1, 2017, we acquired WCAX-TV (CBS)~~cash received in ~~the Burlington, Vermont~~ ~~– Plattsburgh, New York television markets (DMA 97) from Mt. Mansfield Television, Inc.,~~advance for ~~$29.0 million~~other arrangements, for which revenue is as earned in cash (the “Vermont Acquisition”). On June 1, 2017, we advanced $23.2 million of the purchase price to the seller and began to operate the station under an LMA, subject to the control of the seller. At closing, we paid the remaining $5.8 million of the purchase price through the use of cash on hand and the LMA was terminated.

~~We refer to the~~ eight stations acquired (excluding the stations acquired in the Clarksburg Acquisition) during the first nine months of 2017 and the stations we commenced operating under LMAs during that period as the “2017 Acquisitions.” We refer to the 13 stations acquired in 2016, and that we retained in those acquisitions (including the stations in the Clarksburg Acquisition that we commenced operating under an LMA on June 1, 2016) as the “2016 Acquisitions.”future periods.

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 ~~summarizes preliminary fair value estimates~~presents our revenue from contracts with customers disaggregated by type of ~~the assets acquired, liabilities assumed~~service and ~~resulting goodwill of the 2017 Acquisitions and the Clarksburg Acquisition~~sales channel (in ~~thousands)~~millions):

~~Amounts in the table above are based upon management~~’s preliminary estimates of the fair values using valuation techniques including income, cost and market approaches. The fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates.

~~Property and equipment are being depreciated over their estimated useful lives ranging from three years to 40 years.~~

Other intangible assets represent primarily the estimated fair values of retransmission agreements of $29.1 million; advertising client relationships of $5.3 million; and favorable income leases of $3.0 million. These intangible assets are being amortized over their estimated useful lives of approximately 4.9 years for retransmission agreements; approximately 10.7 years for advertising client relationships; and approximately 11.9 years for favorable income leases.

Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and liabilities assumed, and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, as well as future synergies that we expect to generate from each acquisition. We have preliminarily recorded $125.8 million of goodwill related to 2017 Acquisitions. The use of different estimates or assumptions could result in materially different allocations. The goodwill recognized related to these acquisitions is deductible for income tax purposes.

~~Our~~ consolidated results of operations for the three and nine-months ended September 30, 2017 include the results of the 2017 Acquisitions from the date of the respective transaction. Revenue and operating income attributable to the stations acquired in the 2017 Acquisitions and included in our consolidated statements of operations for the nine-months ended September 30, 2017 were $54.2 million and $25.2 million, respectively. In connection with the 2017 Acquisitions, we incurred a total of $1.0 million of transaction related costs during the nine-months ended September 30, 2017, primarily related to legal, consulting and other professional services. Revenue and operating income attributable to the stations acquired in the 2016 Acquisitions and included in our consolidated statements of operations for the nine-months ended September 30, 2016 were $87.9 million and $35.3 million, respectively.

As of ~~September 30, 2017~~ March 31, 2024 and December 31, ~~2016,~~ 2023, long-term debt ~~primarily~~ consisted of obligations under our ~~2017~~2019 Senior Credit ~~Facility~~Agreement (as defined below), our ~~2014 Senior Credit Facility (as defined below)~~5.875% senior notes due 2026 (the “2026 Notes”), our ~~5.125% Senior Notes~~7.0% senior notes due ~~2024~~2027 (the ~~“2024~~“2027 Notes”), our 4.75% senior notes due 2030 (the “2030 Notes”) and our ~~5.875% Senior Notes~~5.375% notes due ~~2026~~2031 (the ~~“2026~~“2031 Notes”), as follows (in ~~thousands)~~millions):

Revolving Credit Facility. On February ~~7, 2017,~~ 16, 2024, we entered into a ~~Third Amended and Restated Credit Agreement~~second amendment (the ~~“2017~~“Second Amendment”) of our Senior Credit ~~Facility”), consisting~~Agreement. The Second Amendment, among other things, (i) increased the aggregate commitments under the existing $500 million Revolving Credit Facility by $125 million, resulting in aggregate commitments under the Revolving Credit Facility of $625 million and (ii) extended the maturity date of a ~~$556.4~~$552.5 million ~~term loan facility (the “2017 Initial Term Loan”) and a $100.0 million revolving credit facility (the “2017~~tranche of the Revolving Credit Facility”). Amounts outstanding under the 2017 Initial Term Loan were used to repay amounts outstanding under our prior credit agreement (the “2014 Senior Credit Facility”). On April 3, 2017, we borrowed $85.0 million under an incremental term loan (the “2017 Incremental Term Loan” and, together with the 2017 Initial Term Loan, the “2017 Term Loan”) under the 2017 Senior Credit Facility to ~~fund~~December 31, 2027 (subject to a springing maturity in certain circumstances set forth in the ~~Diversified Acquisition. As~~Second Amendment), with a remaining non-extending tranche of ~~September 30, 2017,~~ the ~~2017 Senior~~Revolving Credit Facility ~~provided total commitments~~ of ~~$736.8~~$72.5 million ~~consisting~~maturing on December 1, 2026 (subject to a springing maturity in certain circumstances set forth in the Second Amendment). 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. Because of their relationship to the ~~$636.8 million 2017~~interest rate caps, described below, borrowings under the 2021 Term Loan and ~~the $100.0 million 2017 Revolving Credit Facility. Our quarterly principal payments under the 2017~~2019 Term Loan ~~are $1.6 million.~~

~~Prior to~~bear interest at the ~~entry into the 2017 Senior Credit Facility, the 2014 Senior Credit Facility consisted of a revolving loan and a term loan.~~ ~~Excluding accrued interest, the amount outstanding under our 2014 Senior Credit Facility as of December 31, 2016 consisted solely of a term loan balance of $556.4 million.~~1-month SOFR rate, plus applicable margin. As of ~~December~~March 31, ~~2016,~~ 2024, the interest rate on the balance outstanding under the ~~2014 Senior Credit Facility was 3.9%.~~2021 Term Loan and the 2019 Term Loan were 8.4% and 7.9%, respectively.

~~Borrowings under~~ Interest Rate 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, 2024, the ~~2017 Term Loan~~ ~~currently bear~~caps have a combined notional value of approximately $2.6 billion and mature on December 31, 2025. The interest atrate caps protect the us against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows on a portion of our option, at either the London Interbank Offered Rate (“LIBOR”) or the Base Rate (as defined below), in each case, plus an applicable margin. Currently, the applicable margin is 2.25% for LIBOR borrowings and 1.25% for Base Rate borrowings. The applicable margin is determined quarterly based on our leverage ratio as set forth in the 2017 Senior Credit Facility (the “Leverage Ratio”). If our Leverage Ratio is less than or equal to 5.25 to 1.00, the applicable margin will be 2.25% for all LIBOR borrowings and 1.25% for all Base Rate borrowings and if the Leverage Ratio is greater than 5.25 to 1.00, the applicable margin will be 2.5% for all LIBOR borrowings. As of September 30, 2017,variable-rate debt. We designated the interest rate caps as cash flow hedges of our risk of changes in cash flows attributable to changes in 1-month SOFR on our outstanding variable-rate debt in accordance with ASC 815.

The interest rate caps, as amended, effectively limit the ~~balance outstanding under the 2017~~annual interest charged on our 2019 Term Loan ~~was 3.7%.~~

~~Borrowings under the 2017 Revolving Credit Facility~~ ~~currently bear interest, at our option, at either LIBOR plus 1.50% or Base Rate plus 0.50%, in each case based on~~and 2021 Term Loan to a ~~first lien leverage ratio test as set forth in the 2017 Senior Credit Facility (the “First Lien Leverage Ratio”). Base Rate is defined as the greatest~~maximum of ~~(i) the administrative agent’s prime rate, (ii) the overnight federal funds rate plus 0.50%~~1-month Term SOFR of 4.97% and ~~(iii) LIBOR plus 1.00%~~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. At March 31, 2024, the recorded value of the asset was $21 million, net of accumulated amortization. At March 31, 2024 and December 31, 2023, the fair value of the derivative liability was $23 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 ~~commitment fee~~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 $3 million and $1 million of amortization expense for the asset during the three-months ended March 31, 2024 and 2023, respectively, 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. During the three-months ended March 31, 2024, we received $2 million of cash payments from the counterparties that we reclassified as reductions of interest expense from the interest rate caps in our condensed consolidated statement of operations. During the three-months ended March 31, 2023, SOFR was less than 4.97% and 5.015%, therefore, we did not receive any cash payments from the counterparties and, thus, we did not reclassify any amounts into 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 $75 million and $78 million during the three-months ended March 31, 2024 and 2023, respectively. During the three-months ended March 31, 2024 and 2023, respectively, we capitalized less than $1 million and $6 million and of interest payments related to the Assembly Atlanta project.

As of March 31, 2024, the aggregate minimum principal maturities of our long-term debt for the remainder of 2024 and the succeeding five years were as follows (in millions):

Loss on ~~February 7, 2022, and~~Early Extinguishment of debt. During the 2024 three-month period, loss on early extinguishment of debt was not material. During the 2023 three-month period, we repaid in full the $295 million balance of the 2017 Term Loan ~~matures on February 7, 2024.~~

under our 2019 Senior Credit Agreement. As a result, ~~of entering into the 2017 Senior Credit Facility,~~ we recorded a loss on early extinguishment of debt of ~~approximately $2.9~~$3 million, representing the unamortized balance of the related deferred financing costs of that loan.

Income tax Expense (Benefit). During the 2024 three-month period, we recognized income tax expense of $31 million. During the 2023 three-month period, we recognized income tax benefit of $11 million. For the 2024 three-month period and the 2023 three-month period, our effective income tax rate was 26% in each 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 GAAP income or loss and taxable income or loss, state income taxes and adjustments to our liability for unrecognized tax benefits. For the 2024 three-month period, these estimates increased our statutory Federal income tax rate of 21% to our effective income tax rate of 26% as follows: state income taxes that added 4%; permanent differences added 1%; restricted stock differences resulted in an increase of 2% and changes in our reserves for uncertain tax positions resulted in a decrease of 2%.

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) Operating, Investing and Financing Activities. Net cash provided by operating activities was $68 million in the ~~nine-months ended September 30, 2017, and we incurred approximately $5.0~~2024 three-month period compared to net cash provided by operating activities of $412 million in ~~deferred~~the 2023 three-month period. The decrease of $344 million was primarily the result of $305 million of cash provided from the sale of accounts receivable under our Securitization Facility in the 2023 three-month period, offset by an increase in net income of $119 million, excluding changes in non-cash charges of $48 million and the gain of $110 million from the sale of our investment in BMI.

Net cash provided by investing activities was $80 million in the 2024 three-month period compared to net cash used in investing activities of $95 million in the 2023 three-month period. The net increase was largely due to decreased purchases of property and equipment and the proceeds received from the sale of our investment in BMI in the 2024 three-month period compared to the 2023 three-month period.

Net cash used in financing ~~costs~~activities was approximately $35 million in the 2024 three-month period compared to $322 million in the 2023 three-month period. The decrease was primarily due to the use, in the 2023 three-month period, of the net amount of $299 million of cash to repay $4 million of the amount outstanding under our 2021 Term Loan and to repay the $295 million balance of our 2017 Term Loan under our 2019 Senior Credit Agreement. In the 2024 three-month period we used the net amount of $4 million to repay a portion of the amount outstanding under our 2021 Term Loan.

Liquidity. We estimate that we will make approximately $438 million in debt interest payments over the twelve months immediately following March 31, 2024.

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 Agreement (or any such other credit agreement as may be in place at the appropriate time) and, potentially, external equity or debt financing, will be ~~amortized over~~sufficient to fund any debt service obligations, estimated capital expenditures and acquisition-related obligations. Any potential equity or debt financing would depend upon, among other things, the ~~life~~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 Agreement (or any such other credit agreement) 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 ~~2017~~2019 Term Loan under the 2019 Senior Credit ~~Facility.~~Agreement.

~~As of~~ September 30, 2017 and December 31, 2016, we had $525.0 million of 2024 Notes outstanding. The interest rate and yield on the 2024 Notes were 5.125%. The 2024 Notes mature on October 15, 2024. Interest is payable semiannually, on April 15 and October 15 of each year.

~~On June 14, 2016, we completed the private placement of $500.0 million of our 2026 No~~tes (the “Original 2026 Notes”) at par. On September 14, 2016, we completed the private placement of an additional $200.0 million of our 2026 Notes (the “Additional 2026 Notes”). The Additional 2026 Notes were issued at a price of 103.0%, resulting in aggregate gross proceeds of approximately $206.0 million, plus accrued and unpaid interest from and including June 14, 2016. As of September 30, 2017 and December 31, 2016, we had $700.0 million of 2026 Notes outstanding. The interest rate and yield on the Original 2026 Notes were 5.875%. The interest rate and yield on the Additional 2026 Notes were 5.875% and 5.398%, respectively. The Additional 2026 Notes are an additional issuance of, rank equally with and form a single series with the Original 2026 Notes. The 2026 Notes mature on July 15, 2026. Interest is payable semiannually, on January 15 and July 15 of each year.

”.Our obligations under the ~~2017~~2019 Senior Credit ~~Facility~~Agreement are secured by substantially all of our consolidated assets, excluding real estate. In addition, substantially all of our subsidiaries are joint and several guarantors of, and our ownership interests in those subsidiaries are pledged to collateralize, our obligations under the ~~2017~~2019 Senior Credit ~~Facility.~~Agreement. Gray Television, Inc. is a holding company, ~~with~~and has no material independent assets or operations. For all applicable periods, the ~~2024~~2026 Notes, 2027 Notes, 2030 Notes and ~~2026~~2031 Notes have been fully and unconditionally guaranteed, on a joint and several, senior unsecured basis, by substantially all of Gray Television, Inc.'s’s subsidiaries. Any subsidiaries of Gray Television, Inc. that do not ~~gurantee~~guarantee the ~~2024~~2026 Notes, 2027 Notes, 2030 Notes and ~~2026~~2031 Notes are ~~minor.~~not material or are designated as unrestricted under the Senior Credit Agreement. As of ~~September 30, 2017,~~March 31, 2024 and December 31, 2023, there were no significant restrictions on the ability of Gray Television, Inc.'s subsidiaries to distribute cash to Gray or to the guarantor ~~subsidaries.~~subsidiaries.

The ~~2017~~2019 Senior Credit ~~Facility~~Agreement contains affirmative and restrictive covenants with which we must comply, including: (a) ~~limitations~~limitations on additional indebtedness, (b) limitations on liens, (c) limitations on the sale of assets, (d) limitations on guarantees, (e) limitations on investments and acquisitions, (f) limitations on the payment of dividends and share repurchases, (g) limitations on mergers and (h) maintenance of the First Lien Leverage Ratio while any amount is outstanding under the revolving credit facility, as well as other customary covenants for credit facilities of this type. The 2026 Notes, 2027 Notes, 2030 Notes and ~~2024~~2031 Notes include covenants with which we must comply which are typical for ~~borrowing~~financing transactions of their nature. As of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, we were in compliance with all required covenants under all of our debt obligations.”

~~Maturities~~In addition to results prepared in accordance with GAAP, “Leverage Ratio Denominator” is a metric that management uses to calculate our compliance with our financial covenants in our indebtedness agreements. This metric is calculated as specified in our Senior Credit Agreement and is a significant measure that represents the denominator of a formula used to calculate compliance with material financial covenants within the Senior Credit Agreement that govern our ability to incur indebtedness, incur liens, make investments and make restricted payments, among other limitations usual and customary for credit agreements of this type. Accordingly, management believes this metric is a very material metric to our debt and equity investors.

Leverage Ratio Denominator gives effect to the revenue and broadcast expenses of all completed acquisitions and divestitures as if they had been acquired or divested, respectively, on April 1, 2022. It also gives effect to certain operating synergies expected from the acquisitions and related financings, and adds back professional fees incurred in completing the acquisitions. Certain of the financial information related to the acquisitions, if applicable, has been derived from, and adjusted based on, unaudited, un-reviewed financial information prepared by other entities, which Gray cannot independently verify. We cannot assure you that such financial information would not be materially different if such information were audited or reviewed and no assurances can be provided as to the accuracy of such information, or that our actual results would not differ materially from this financial information if the acquisitions had been completed on the stated date. In addition, the presentation of Leverage Ratio Denominator as determined in the Senior Credit Agreement and the adjustments to such information, including expected synergies, if applicable, resulting from such transactions, may not comply with GAAP or the requirements for pro forma financial information under Regulation S-X under the Securities Act of 1933. Leverage Ratio Denominator, as determined in the Senior Credit Agreement, represents an average amount for the preceding eight quarters then ended.

~~Aggregate minimum~~Our “Adjusted Total Indebtedness”, “First Lien Adjusted Total Indebtedness” and “Secured Adjusted Total Indebtedness”, in each case “Net of All Cash”, represents the amount of outstanding principal ~~maturities on long-term debt as of September 30, 2017 were as follows (in thousands):~~

~~For purposes of determining a fair~~ value measurement, we utilize market data or assumptions that market participants would use in pricing an asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized into a hierarchy that gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (“Level 1”) and the lowest priority to unobservable inputs that require assumptions to measure fair value (“Level 3”). Level 2 inputs are those that are other than quoted prices on national exchanges included within Level 1 that are observable for the asset or liability either directly or indirectly (“Level 2”).

The estimated fair value of other financial instruments is determined using market information and appropriate valuation methodologies. Interpreting market data to develop fair value estimates involves considerable judgment. The use of different market assumptions or methodologies could have a material effect on the estimated fair value amounts. Accordingly, the estimates presented are not necessarily indicative of the amounts that we could realize in a current market exchange, or the value that ultimately will be realized upon maturity or disposition.

~~The carrying amounts of the following instruments approximate fair value due to their short term to ma~~turity: (i) accounts receivable, (ii) prepaid and other current assets, (iii) accounts payable, (iv) accrued employee compensation and benefits, (v) accrued interest, (vi) other accrued expenses, (vii) acquisition-related liabilities and (viii) deferred revenue.

~~The carrying amount~~ of our long-term debt, ~~was~~ ~~$1.9 billion~~plus certain other obligations as defined in our Senior Credit Agreement, less all cash (excluding restricted cash) for the applicable amount of indebtedness.

Below is a calculation of our “Leverage Ratio”, “First Lien Leverage Ratio” and ~~$1.8 billion, respectively, and the fair value was $1.9 billion and $1.8 billion, respectively,~~“Total Secured Leverage Ratio” as defined in our Senior Credit Agreement as of ~~September 30, 2017 and December~~March 31, 2016. Fair value of our long-term debt is based on observable estimates provided by third-party financial professionals as of September 30, 2017 and December 31, 2016 and as such is classified within Level 2 of the fair value hierarchy.2024:

We are authorized to issue 135 million shares of all classes of stock, of which 15 million shares are designated Class A common stock, 100 million shares are designated common stock, and 20 million shares are designated “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. For the three and ~~nine-month periods ended September 30, 2017 and 2016, we did not declare or pay any common stock or Class A common stock dividends.~~

In each of March and November 2004, the Board of Directors of the Company authorized the Company to repurchase up to 2.0 million shares of the Company's common stock and Class A common stock. In March 2006, this authorization was increased to an aggregate of 5.0 million shares (the “2004-2006 Repurchase Authorization”). As of December 31, 2016, 279,200 shares remain available for repurchase under this authorization, which has no expiration date. On November 6, 2016, the Board of Directors of the Company authorized the Company to purchase up to an additional $75.0 million of our outstanding common stock prior to December 31, 2019 (the “2016 Repurchase Authorization”).

~~The 2016 Repurchase Authorization prohibits~~ the Company from purchasing shares directly from the Company’s officers, directors, or the Gray Television, Inc. Capital Accumulation Plan (the “401k Plan”). During the nine months ended September 30, 2017, we purchased 322,038 shares of our common stock at an average purchase price of $12.39 per share under the 2016 Repurchase Authorization, for a total cost of $4.0 million. As of September 30, 2017, $69.0 million remains available to purchase shares of our common stock under the 2016 Repurchase Authorization.

The extent to which the Company repurchases any of its shares, the number of shares and the timing of any repurchases will depend on general market conditions, regulatory requirements, alternative investment opportunities and other considerations. Th~~e Company is not required to repurchase a minimum number of shares, and the repurchase authorizations may be modified, suspended or terminated at any time without prior notice.~~

~~Under our various employee benefit plans~~, including our 401k Plan, 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 September 30, 2017, we had reserved 1,923,144 shares and 7,632,465 shares of our Class A common stock and common stock, respectively, for future issuance under various employee benefit plans.

6.	~~Retirement~~ ~~Plans~~

~~The following table provides the components of net periodic benefit cost for~~ ~~our defined benefit pension plans for the three-month and nine-month periods ended September 30, 2017 and 2016 (in thousands):~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Service cost
$ - $ - $ - $ -
Interest cost
1,167 1,185 3,502 3,554
Expected return on plan assets
(1,412 ) (1,298 ) (4,236 ) (3,892 )
Loss amortization
121 153 363 458
Net periodic (benefit) cost
$ (124 ) $ 40 $ (371 ) $ 120

~~During the~~ nine-month period ended September 30, 2017, we contributed $0.6 million to our defined benefit pension plans. During the remainder of 2017, we expect to make additional contributions to these plans of between $1.7 million and $2.4 million.

~~During the three and nine-month periods ended~~ September 30, 2017, we contributed $1.4 million and $5.0 million, respectively, in matching contributions to the 401k Plan. During the remainder of 2017, we estimate that our contributions to this plan will be approximately $1.5 million, excluding discretionary profit-sharing contributions.

7.	~~Share-based Compensation~~

We recognize compensation expense for share-based payment awards made to our employees, consultants and directors, including stock options and restricted shares awarded under our 2017 Equity and Incentive Compensation Plan (the “2017 EICP”); our 2007 Long-Term Incentive Plan, as amended (the “2007 Incentive Plan”); and our Directors’ Restricted Stock Plan. Currently, there are no outstanding share awards under our Directors’ Restricted Stock Plan. The following table provides information on our share-based compensation expense and related income tax benefit for the three and nine-month periods ended September 30, 2017 and 2016, respectively (in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Stock-based compensation expense, gross
$ 1,532 $ 1,271 $ 4,305 $ 3,827
Income tax benefit at our statutory rate associated with share-based compensation
(597 ) (496 ) (1,679 ) (1,493 )
Stock-based compensation expense, net
$ 935 $ 775 $ 2,626 $ 2,334

~~The 2017 EICP~~ provides for, and, while awards were available for grant thereunder the 2007 Incentive Plan provided for, the grant of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, and performance awards to acquire shares of our Class A common stock or common stock, or other awards based on our performance, to our employees, consultants and non-employee directors.

~~During the~~ ~~nine-month period ended September 30, 2017, we granted:~~

●

~~307,943 shares of restricted common stock to certain employees, of which 102,648 shares will vest on each of January 31, 2018 and 2019; and 102,647 shares will vest on January 31, 2020;~~

●

~~198,220 shares of restricted Class A common stock to an employee, of which 66,073 shares will vest on each of January 31, 2018 and 2019, and 66,074 shares will vest on January 31, 2020; and~~

●

~~76,856 shares of restricted Class A common stock to our non-employee directors, all of which will vest on January 31, 2018.~~

~~During the~~ ~~nine-month period ended September 30, 2016, we granted:~~

●

218,452 shares of restricted common stock to certain employees, of which 72,816 shares vested on January 31, 2017; 72,816 shares will vest on January 31, 2018; and 72,820 shares will vest on January 31, 2019;

●

~~166,677 shares of restricted Class A common stock to an employee, of which 55,559 shares vested on January 31, 2017 and 55,559 shares will vest on each of January 31, 2018 and 2019; and~~

●

~~19,048 shares of restricted common stock and 51,935 shares of restricted Class A common stock to certain non-employee directors, all of which vested on January 31, 2017.~~

~~A summary of restricted common stock~~ ~~and Class A common stock activity for the nine-month periods ended September 30, 2017 and 2016 is as follows:~~

Nine Months Ended

September 30, 2017

September 30, 2016

Weighted-

Weighted-

average

average

Grant Date

Grant Date

Number of

Fair Value

Number of

Fair Value

Shares

Per Share

Shares

Per Share

Restricted stock - common:

Outstanding - beginning of period
396,033 $12.06 337,506 $9.57
Granted
307,943 $10.40 237,500 $12.88
Vested
(200,291 ) $11.82 (178,973 ) $8.46
Outstanding - end of period
503,685 $11.14 396,033 $12.06

Restricted stock - class A common:

Outstanding - beginning of period
415,082 $10.15 374,693 $9.46
Granted
275,076 $10.84 218,612 $11.25
Vested
(227,526 ) $10.00 (178,223 ) $10.04
Outstanding - end of period
462,632 $10.63 415,082 $10.15

At September 30, 2017 and December 31, 2016, we had outstanding options to acquire 274,746 shares of our common stock, all of which were vested and exercisable. The exercise price of all our outstanding stock options is $1.99 per share. As of September 30, 2017 and December 31, 2016, we did not have any outstanding stock options for our Class A common stock. The aggregate intrinsic value of our outstanding stock options was $3.8 million based on the closing market price of our common stock on September 30, 2017.

~~In October~~ 2017, we granted restricted stock units (“RSUs”) representing 215,500 shares of our common stock to certain non-executive employees, under the provisions of our 2017 EICP. These RSUs will vest on January 31, 2018 and may be settled only by the issuance of shares of our common stock. These RSUs were valued at $3.4 million as of their date of grant. This value will be recorded in our operating expenses on a straight-line basis over the four-month vesting period.

8. ~~Commitments and Contingencies~~

~~From time to time, we are or may become subject to legal proceedings and claims that arise in the~~ normal course of our business. In our opinion, the amount of ultimate liability, if any, with respect to known actions, will not materially affect our financial position. However, the outcome of any one or more matters cannot be predicted with certainty, and the unfavorable resolution of any matter could have a material adverse effect on us.

9~~. Goodwill and Intangible Assets~~

~~During the~~ nine-month period ended September 30, 2017, we acquired and disposed of various television broadcast stations and broadcast licenses. See Note 2 “Acquisitions and Dispositions” for more information regarding these transactions. As a result of these transactions, our goodwill and other intangible asset balances changed. A summary of changes in our goodwill and other intangible assets, on a net basis, for the nine-month period ended September 30, 2017 is as follows (in thousands):

Net Balance at

Acquisitions

Net Balance at

December 31,

And

September 30,

2016

Adjustments

Dispositions

Impairments

Amortization

2017

Goodwill
$ 485,318 $ 125,782 $ - $ - $ - $ 611,100
Broadcast licenses
1,340,305 202,923 (13,105 ) - - 1,530,123
Definite lived intangible assets
56,250 42,606 - - (18,684 ) 80,172
Total intangible assets net of accumulated amortization
$ 1,881,873 $ 371,311 $ (13,105 ) $ - $ (18,684 ) $ 2,221,395

~~As of September 30, 2017 and December 31, 2016, our intangible assets and related accumulated amortization consisted of the following (in thousands):~~

As of September 30, 2017

As of December 31, 2016

Accumulated

Accumulated

Gross

Amortization

Net

Gross

Amortization

Net

Intangible assets not currently subject to amortization:

Broadcast licenses
$ 1,583,822 $ (53,699 ) $ 1,530,123 $ 1,394,004 $ (53,699 ) $ 1,340,305
Goodwill
611,100 - 611,100 485,318 - 485,318
$ 2,194,922 $ (53,699 ) $ 2,141,223 $ 1,879,322 $ (53,699 ) $ 1,825,623

Intangible assets subject to amortization:

Network affiliation agreements
$ 6,134 $ (2,905 ) $ 3,229 $ 1,264 $ (1,264 ) $ -
Other definite lived intangible assets
143,446 (66,503 ) 76,943 105,792 (49,542 ) 56,250
$ 149,580 $ (69,408 ) $ 80,172 $ 107,056 $ (50,806 ) $ 56,250

Total intangibles
$ 2,344,502 $ (123,107 ) $ 2,221,395 $ 1,986,378 $ (104,505 ) $ 1,881,873

~~Amortization expense for the~~ nine-month periods ended September 30, 2017 and 2016 was $18.7 million and $12.4 million, respectively. Based on the current amount of intangible assets subject to amortization, we expect that amortization expense for the succeeding five years will be as follows: 2018, $20.4 million; 2019, $15.2 million; 2020, $12.2 million; 2021, $8.1 million; and 2022, $4.8 million. If and when acquisitions and dispositions occur in the future, actual amounts may vary from these estimates.

~~Impairment of goodwill and broadcast licenses~~Debt.

~~Our intangible assets are primarily comprised of broadcast licenses. There were no triggering events that required a test of our goodwill or intangible assets for impairment during the nine-month periods ended September 30, 2017 or 2016.~~

10~~. Income Taxes~~

~~For the~~ ~~three and nine-month periods ended September 30, 2017 and 2016, our income tax expense and effective income tax rates were as follows (dollars in thousands):~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Income tax expense
$ 10,529 $ 797 $ 65,751 $ 19,109
Effective income tax rate
40.7 % 136.5 % 40.6 % 42.0 %

~~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 35.0% to our effective income tax rate. For the nine-month period ended September 30, 2017, these estimates increased our statutory Federal income tax rate of 35.0% to our effective income tax rate of 40.6% as follows: state income taxes added 4.3% and permanent differences between our U.S. GAAP income and taxable income added 1.3%. For the nine-month period ended September 30, 2016, these estimates increased or decreased our statutory Federal income tax rate of 35.0% to our effective income tax rate of 42.0% as follows: state income taxes added 4.6%, permanent differences between our U.S. GAAP income and taxable income added 2.1%, and discrete items added 1.0%, while adjustments to our reserve for uncertain tax positions resulted in a reduction of 0.7%.

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

~~Executive Overview~~

Gray Television, Inc. and its consolidated subsidiaries (except as the context otherwise provides, “Gray,” the “Company,” “we,” “us” or “our,”) is a television broadcast company headquartered in Atlanta, Georgia, that owns and/or operates over 100 television stations and leading digital assets in markets throughout the United States. As of ~~September 30, 2017, we owned~~March 31, 2024, long-term debt consisted of obligations under our 2019 Senior Credit Agreement, 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 ~~operated television stations~~our $1.3 billion in 57 television markets broadcasting over 200 programming streams, including over 100 channels affiliated with the CBS Network (“CBS”), the NBC Network (“NBC”), the ABC Network (“ABC”) and the FOX Network (“FOX”).aggregate principal amount of senior notes due 2031. As of ~~September 30, 2017, our station group reached approximately 10.4% of total United States television households.~~

~~The following analysis of~~March 31, 2024, the financial condition and results of operations of Gray Television, Inc. and its consolidated subsidiaries should be read in conjunction with our unaudited condensed consolidated financial statements and related notes contained in this report and our audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended ~~December 31, 2016 (the “2016 Form 10-K”).~~

~~Recent Acquisitions~~

~~On January 13, 2017, we acquired KTVF-TV (NBC), KXDF-TV (CBS), and KFXF-TV (FOX) in the Fairbanks, Alaska television market (DMA 202) for $8.0 million (the “Fairbanks Acquisition”).~~

~~On January 17, 2017, we acquired WBAY-TV (ABC), in the Green Bay, Wis~~consin television market (DMA 69), and KWQC-TV (NBC), in the Davenport, Iowa, Rock Island, Illinois, and Moline, Illinois or “Quad Cities” television market (DMA 102) (collectively, the “Media General Acquisition”), for $269.9 million.

On May 1, 2017, we acquired WDTV-TV (CBS) and WVFX-TV (FOX/CW) in the Clarksburg-Weston, West Virginia television market (DMA 169) from Withers Broadcasting Company of West Virginia (the “Clarksburg Acquisition”) for $26.5 million. On June 1, 2016, we began operating these stations, subject to the control of the seller, under a local marketing agreement (“LMA”) that terminated upon completion of the acquisition.

~~On May 1, 2017, we acquired WABI-TV (CBS/CW) in the Bangor, Maine television market (DMA 156) and WCJB-TV (ABC/CW) in the Gainesville, Florida television market (DMA 1~~59) from Community Broadcasting Service and Diversified Broadcasting, Inc. (collectively, the “Diversified Acquisition”) for $85.0 million. On April 1, 2017, we began operating these stations, subject to the control of the seller, under an LMA that terminated upon completion of the acquisition.

On August 1, 2017, we acquired WCAX-TV (CBS) in the Burlington, Vermont – Plattsburgh, New York television market (DMA 97) from Mt. Mansfield Television, Inc., (the “Vermont Acquisition”) for $29.0 million. On June 1, 2017, we began operating these stations, subject to the control of the seller, under an LMA that terminated upon completion of the acquisition.

~~We refer to the eight~~ stations acquired (excluding the stations acquired in the Clarksburg Acquisition) during the first nine months of 2017 and the stations we commenced operating under LMAs during that period as the “2017 Acquisitions.” We refer to the 13 stations acquired in 2016, and that we retained in those acquisitions (including the stations in the Clarksburg Acquisition that we commenced operating under an LMA on June 1, 2016) as the “2016 Acquisitions.”

~~For additional information regarding our recent acquisitions, see Note 1 “Basis of Presentation” and Note 2 “Acquisitions” of our unaudited condensed consolidated financial statements contained elsewhere in this report.~~

~~Recent Financing Transactions~~

~~On February 7, 2017, we entered into the 2017~~2019 Senior Credit ~~Facility~~Agreement provided total commitments of $3.3 billion, consisting of a ~~$556.4 million~~$1.2 billion term loan facility, ~~(the “2017 Initial Term Loan”)~~a $1.5 billion term loan facility and ~~a $100.0~~$619 million available under our revolving credit ~~facility (the “2017 Revolving Credit Facility”). Borrowings under the 2017 Initial Term Loan were used to repay amounts outstanding under our prior term loan.~~

On April 3, 2017, we borrowed $85.0 million under an incremental term loan (the “2017 Incremental Term Loan” and, together with the 2017 Initial Term Loan, the “2017 Term Loan”) under the 2017 Senior Credit Facility to fund the Diversified Acquisition. Our quarterly principal payments under the 2017 Term Loan are $1.6 million.

~~Cyclicality, Seasonality and Advertising Concentrations~~

Broadcast stations like ours rely on advertising revenue, and, as a result, they are sensitive to cyclical changes in the economy. Our political advertising revenue is generally not as significantly affected by economic slowdowns or recessions as our non-political advertising revenue.

Broadcast advertising revenue is generally highest in the second and fourth quarters each year. This seasonality results partly from increases in consumer advertising in the spring and retail advertising in the period leading up to and including the Christmas holiday season. Broadcast advertising revenue is also typically higher in even-numbered years due to spending by political candidates, political parties and special interest groups during the “on year” of the two-year political advertising cycle. This political advertising spending typically is heaviest during the fourth quarter. In addition, the broadcast of Olympic Games by our NBC-affiliated stations during even-numbered years generally leads to increased viewership and revenue during those years.

~~For the~~ nine-month period ended September 30, 2017, excluding political advertising revenue, our largest advertising customer category was automotive. For the nine-month periods ended September 30, 2017 and 2016, we earned approximately 25% and 23%, respectively, of our total broadcast advertising revenue, excluding political advertising revenue, from automotive customers. Our business and operating results could be materially adversely affected if advertising revenue from automotive customers were to decrease significantly. Our business and operating results could also be materially adversely affected if revenue decreased from one or more other significant advertising categories, such as the medical, restaurant, communications, furniture and appliances, entertainment, or financial service industries.

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

~~Revenue~~

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

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016

Percent

Percent

Percent

Percent

Amount

of Total

Amount

of Total

Amount

of Total

Amount

of Total

Revenue:

Local (including internet/digital/mobile)
$ 110,033 50.2% $ 102,172 50.0% $ 330,547 50.9% $ 296,253    51.5%
National
31,027 14.2% 25,426 12.4% 86,822 13.4% 73,575    12.8%
Political
4,005 1.8% 22,272 10.9% 9,034    1.4% 41,576     7.2%
Retransmission consent
70,150 32.0% 51,096 25.0% 207,094 31.9% 148,914    25.9%
Other
3,762 1.8% 3,524    1.7% 15,622     2.4% 14,528     2.6%
Total
$ 218,977 100.0% $ 204,490 100.0% $ 649,119 100.0% $ 574,846 100.0%

~~Results of Operations~~

~~Three-~~~~Months Ended~~ ~~September 30, 2017~~ (“~~2017~~ ~~three-month period”) Compared~~ t~~o Three-~~~~Months Ended~~ ~~September 30, 2016~~ (“~~2016~~ ~~three-month period”)~~

~~Revenue~~. Total revenue increased $14.5 million, or 7%, to $219.0 million in the 2017 three-month period compared to the 2016 three-month period. The 2017 Acquisitions and 2016 Acquisitions collectively accounted for approximately $59.3 million of total revenue in the 2017 three-month period. The 2016 Acquisitions accounted for approximately $37.1 million of total revenue in the 2016 three-month period. Excluding the impact of the 2017 Acquisitions and the 2016 Acquisitions, total revenue at our legacy stations decreased primarily due to a $14.2 million decrease in political advertising revenue, resulting primarily from 2017 being the “off-year” of the two-year election cycle. In addition, local and national advertising revenue was impacted by our broadcast of the 2016 Olympic Games in the 2016 nine-month period that produced approximately $8.2 million of local and national advertising revenue. These decreases were partially offset by increases of $10.0 million of retransmission consent revenue in the 2017 three-month period.

~~Broadcast~~ ~~expenses~~~~. Broadcast expenses (before depreciation, amortization and loss on disposal of assets)~~ increased $18.7 million, or 16%, to $139.4 million in the 2017 three-month period due primarily to the 2017 Acquisitions and 2016 Acquisitions, which accounted for approximately $34.9 million of broadcast expenses in the 2017 three-month period. The 2016 Acquisitions accounted for approximately $20.9 million of our broadcast expenses in the 2016 three-month period. In addition to the impact of the 2017 Acquisitions and the 2016 Acquisitions, non-compensation expense at our legacy stations increased $5.9 million primarily as a result of a $5.3 million increase in retransmission expense, consistent with the increase in retransmission consent revenue. Non-cash stock based compensation expenses were $0.4 million and $0.3 million in the 2017 and 2016 three-month periods, respectively.

~~Corporate and administrative expenses.~~ Corporate and administrative expenses (before depreciation, amortization and loss on disposal of assets) increased $1.1 million, or 15%, to $8.3 million in the 2017 three-month period compared to the 2016 three-month period, primarily as a result of increased professional services and promotional expenses. Non-cash share based compensation expenses were $1.2 million and $1.0 million in the 2017 and 2016 three-month periods, respectively.

~~Depreciation.~~ Depreciation of property and equipment increased $1.6 million, or 14%, to $13.1 million in the 2017 three-month period compared to the 2016 three-month period. Depreciation increased primarily due to the addition of depreciable assets acquired as a part of the 2017 Acquisitions and the 2016 Acquisitions.

~~Amortization of intangible assets.~~ Amortization of intangible assets increased approximately $2.2 million, or 53%, to $6.5 million during the 2017 three-month period compared to the 2016 three-month period. Amortization expense increased primarily due to the additional definite-lived intangible assets acquired as a part of the 2017 Acquisitions and the 2016 Acquisitions.

~~Interest expense~~. ~~Interest expense decreased $3.7 million or 13% to $24.2 million in the 2017 three-month period~~ compared to the 2016 three-month period. This decrease was attributable to the net effect of an increase in the average borrowings outstanding, offset by a decrease in our average interest rates. The average interest rate on our total outstanding debt balance was 4.9% and 5.6% during the 2017 three-month period and the 2016 three-month period, respectively. Our average outstanding debt balance was $1.9 billion and $1.7 billion during the 2017 three-month period and the 2016 three-month period, respectively, with the increase primarily attributable to the borrowings to finance the 2017 Acquisitions and 2016 Acquisitions.

~~Loss from early extinguishment of debt~~~~. In the 2016 three-month period we completed a tender offer and redemption of our then outstanding 7½% senior notes due 2020 (the “Tender Offer” and the “Redemption”).~~facility. We recorded a loss from early extinguishment of debt of approximately $32.0 million ($19.5 million net of tax) in the 2016 three-month period, consisting of Tender Offer premiums of $18.2 million, premiums related to the Redemption of $9.1 million, the write off of unamortized deferred financing costs of $8.0 million and the payment of approximately $0.2 million in legal and other professional fees; but reduced by the recognition of un-accreted net premium of $3.5 million.

~~Income tax expens~~e.We recognized income tax expense of $10.5 million and $0.8 million for the 2017 and 2016 three-month periods, respectively. For the 2017 and 2016 three-month periods, our effective income tax rate was 40.7% and 136.5%, 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 that 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 2017 three-month period, these estimates increased or decreased our statutory Federal income tax rate of 35.0% to our effective income tax rate as follows: state income taxes added 4.5%, permanent differences between our U.S. GAAP income and taxable income added 1.3%, and discrete items decreased the effective rate by 0.1%.

~~Nine~~-~~Months Ended~~ ~~September 30, 2017~~ (“~~2017~~~~nine~~~~-month period”) Compared~~ to ~~Nine~~-~~Months Ended~~ ~~September 30, 2016~~ (“~~2016~~~~nine~~~~-month period”)~~

~~Revenue~~. Total revenue increased $74.3 million, or 13%, to $649.1 million in the 2017 nine-month period as compared to the 2016 nine-month period. The 2017 Acquisitions and 2016 Acquisitions collectively accounted for approximately $167.9 million of total revenue in the 2017 nine-month period. The 2016 Acquisitions accounted for approximately $87.9 million of total revenue in the 2016 nine-month period. Excluding the impact of the 2017 Acquisitions and the 2016 Acquisitions, total revenue at our legacy stations decreased primarily due to a decrease of $28.9 million in political advertising revenue, resulting primarily from 2017 being the “off-year” of the two-year election cycle. This decrease at our legacy stations was offset by increases of $28.9 million in retransmission consent revenue in the 2017 nine-month period.

Local and national advertising revenue declined, in part, as a result of the impact of the broadcast of the 2017 Super Bowl on our FOX-affiliated stations generating approximately $0.6 million of local and national advertising revenue, compared to $1.6 million that we earned from the broadcast of the 2016 Super Bowl on our CBS-affiliated stations. ~~Local and national advertising revenue also declined because the 2016 nine-month period included approximately $8.2 million of revenue from the broadcast of the 2016 Olympic Games.~~

~~Broadcast~~ ~~expenses~~~~. Broadcast expenses (before depreciation, amortization and loss (gain) on disposal of assets)~~ increased $59.8 million, or 17%, to $406.4 million in the 2017 nine-month period due primarily to the 2017 Acquisitions and 2016 Acquisitions, which accounted for approximately $95.1 million of broadcast expenses in the 2017 nine-month period. The 2016 Acquisitions accounted for approximately $52.6 million of our broadcast expenses in the 2016 nine-month period. In addition to the impact of the 2017 Acquisitions and the 2016 Acquisitions, non-compensation expense at our legacy stations increased $18.5 million primarily as a result of a $15.7 million increase in retransmission expense, consistent with the increased retransmission consent revenue, and $5.2 million of professional fees. Non-cash stock based compensation expenses were $1.1 million and $0.9 million in the 2017 and 2016 nine-month periods, respectively.

~~Corporate and administrative expenses.~~ Corporate and administrative expenses (before depreciation, amortization and loss (gain) on disposal of assets) decreased $7.0 million, or 22%, to $24.4 million for the 2017 nine-month period period compared to the 2016 nine-month period primarily as a result of decreases of $7.7 million in professional fees related to acquisitions. We recorded corporate non-cash stock-based compensation expense of $3.2 million and $2.9 million in the 2017 and 2016 nine-month periods, respectively.

~~Depreciation.~~ Depreciation of property and equipment increased $4.3 million, or 13%, to $38.6 million for the 2017 nine-month period as compared to the 2016 nine-month period. Depreciation increased due to additional property and equipment being placed in service due to routine asset purchases and the 2017 Acquisitions and the 2016 Acquisitions.

~~Amortization of intangible assets.~~ Amortization of intangible assets increased $6.3 million, or 51%, to $18.7 million during the 2017 nine-month period compared to the 2016 nine-month period due to amortization of the additional definite-lived intangible assets of the 2017 Acquisitions and 2016 Acquisitions.

~~Interest expense.~~ Interest expense decreased $2.3 million, or 3%, to $71.2 million for the 2017 nine-month period compared to the 2016 nine-month period. This was attributable to a decrease in our average interest rates, partially offset by an increase in our average borrowings outstanding. The average interest rate on our total outstanding debt balance was 4.9% and 5.6% during the 2017 nine-month period and the 2016 nine-month period, respectively. Our average outstanding debt balance was $1.8 billion and $1.6 billion during the 2017 nine-month period and the 2016 nine-month period, respectively, with the increase primarily attributable to the borrowings to finance the 2017 Acquisitions and 2016 Acquisitions.

~~Loss from early extinguishment of debt~~~~. In the 2017 nine-month period, we recorded a loss from early extinguishment of debt of approximately $2.9 million, as a result of entering into our 2017 Senior Credit Facility.~~ ~~In the~~ 2016 nine-month period we completed the Tender Offer and Redemption, and we recorded a loss from early extinguishment of debt of approximately $32.0 million ($19.5 million net of tax) in the 2016 nine-month period, consisting of Tender Offer premiums of $18.2 million, premiums related to the redemption of $9.1 million, the write off of unamortized deferred financing costs of $8.0 million and the payment of approximately $0.2 million in legal and other professional fees; but reduced by the recognition of un-accreted net premium of $3.5 million.

~~Income tax expense.~~ We recognized income tax expense of $65.8 million and $19.1 million in the 2017 and 2016 nine-month periods, respectively. For the 2017 and 2016 nine-month periods, our effective income tax rate was 40.6% and 42.0%, respectively. The primary reason for the increase in our income tax expense was the increase in our pre-tax income in the 2017 nine-month period compared to the 2016 nine-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 that 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 2017 nine-month period, these estimates increased our statutory Federal income tax rate of 35.0% to our effective income tax rate as follows: state income taxes added 4.3% and permanent differences between our U.S. GAAP income and taxable income added 1.3%.

~~Liquidity and Capital Resources~~

~~General~~

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

Nine Months Ended September 30,

2017

2016

Net cash provided by operating activities
$ 114,346 $ 103,419
Net cash used in investing activities
(336,334 ) (469,504 )
Net cash provided by financing activities
69,653 499,165
(Decrease) increase in cash
$ (152,335 ) $ 133,080

As of

September 30, 2017

December 31, 2016

Cash
$ 172,854 $ 325,189
Long-term debt
$ 1,831,610 $ 1,756,747
Borrowing availability under the Revolving Credit Facility
$ 100,000 $ 60,000

~~Our 2017 Senior Credit Facility consists of the 2017 Revolving Credit Facility and the 2017 Term Loan.~~ Excluding accrued interest, the amount outstanding under our 2017 Senior Credit Facility as of September 30, 2017 and the 2014 Senior Credit Facility as of December 31, 2016 consisted solely of a term loan totaling $636.8 million and $556.4 million, respectively. On April 3, 2017, we borrowed $85.0 million under the 2017 Incremental Term Loan. Our maximum borrowing availability under our 2017 Revolving Credit Facility is limited by our required compliance with certain restrictive covenants, including a first lien net leverage ratio covenant.

~~As of~~ September 30, 2017, the interest rate on the balance outstanding under the 2017 Senior Credit Facility was 3.7%. As of December 31, 2016, the interest rate on the balance outstanding under the 2014 Senior Credit Facility was 3.9%.

~~Borrowings under t~~he 2017 Term Loan currently bear interest, at our option, at either the London Interbank Offered Rate (“LIBOR”) or the Base Rate (as defined below), in each case, plus an applicable margin. Currently, the applicable margin is 2.25% for LIBOR borrowings and 1.25% for Base Rate borrowings. The applicable margin is determined quarterly based on our leverage ratio as set forth in the 2017 Senior Credit Facility (the “Leverage Ratio”). If our Leverage Ratio is less than or equal to 5.25 to 1.00, the applicable margin will be 2.25% for all LIBOR borrowings and 1.25% for all Base Rate borrowings and if the Leverage Ratio is greater than 5.25 to 1.00, the applicable margin will be 2.5% for all LIBOR borrowings.

~~Borrowings under the 2017 Revolving Credit Facility~~ currently bear interest, at our option, at either LIBOR plus 1.50% or the Base Rate plus 0.50%, in each case based on a first lien leverage ratio test as set forth in the 2017 Senior Credit Facility (the “First Lien Leverage Ratio”). Base Rate is defined as the greatest of (i) the administrative agent’s prime rate, (ii) the overnight federal funds rate plus 0.50% and (iii) LIBOR plus 1.00%. We are required to pay a commitment fee on the average daily unused portion of the 2017 Revolving Credit Facility, which rate may range from 0.375% to 0.50% on an annual basis, based on the First Lien Leverage Ratio. The 2017 Revolving Credit Facility matures on February 7, 2022 and the 2017 Term Loan matures on February 7, 2024.

As a result of the amendment and restatement of our prior senior credit facility in the form of the 2017 Senior Credit Facility, we recorded a loss from early extinguishment of debt of approximately $2.9 million in the 2017 nine-month period, and we incurred approximately $5.0 million in deferred financing costs that will be amortized over the term of the 2017 Senior Credit Facility. Our quarterly principal payments under the 2017 Term Loan are $1.6 million.

~~On June 14, 2016, we completed the private placement of $500.0 million of our 2026 No~~tes (the “Original 2026 Notes”) at par. On September 14, 2016, we completed the private placement of an additional $200.0 million of our 2026 Notes (the “Additional 2026 Notes”). The Additional 2026 Notes were issued at a price of 103.0%, resulting in aggregate gross proceeds of approximately $206.0 million, plus accrued and unpaid interest from and including June 14, 2016. As of September 30, 2017 and December 31, 2016, we had $700.0 million of 2026 Notes outstanding. The interest rate and yield on the Original 2026 Notes were each 5.875%. The interest rate and yield on the Additional 2026 Notes were 5.875% and 5.398%, respectively. The Additional 2026 Notes are an additional issuance of, rank equally with and form a single series with the Original 2026 Notes. The 2026 Notes mature on July 15, 2026. Interest is payable semiannually, on January 15 and July 15 of each year.

~~Our obligations under the 2017 Senior Credit Facility are secured by substantially all of our~~ consolidated assets, excluding real estate. In addition, substantially all of our subsidiaries are joint and several guarantors of, and our ownership interests in those subsidiaries are pledged to collateralize, our obligations under the 2017 Senior Credit Facility. Gray Television, Inc. is a holding company with no material independent assets or operations. For all applicable periods, the 2024 Notes and 2026 Notes have been fully and unconditionally guaranteed, on a joint and several, senior unsecured basis, by substantially all of Gray Television, Inc.'s subsidiaries. Any subsidiaries of Gray Television, Inc. that do not gurantee the 2024 Notes and 2026 Notes are minor. As of September 30, 2017, there were no significant restrictions on the ability of Gray Television, Inc.'s subsidiaries to distribute cash to Gray or to the guarantor subsidaries.

~~The 2017 Senior Credit Facility contains affirmative and restrictive covenants with which we must comply, including: (a) limitat~~ions on additional indebtedness, (b) limitations on liens, (c) limitations on the sale of assets, (d) limitations on guarantees, (e) limitations on investments and acquisitions, (f) limitations on the payment of dividends and share repurchases, (g) limitations on mergers and (h) maintenance of the First Lien Leverage Ratio while any amount is outstanding under the revolving credit facility, as well as other customary covenants for credit facilities of this type. The 2026 Notes and 2024 Notes include covenants with which we must comply which are typical for borrowing transactions of their nature. As of September 30, 2017 and December 31, 2016, we were in compliance with ~~all required~~the covenants ~~under all our~~in these debt ~~obligations.~~

~~Net Cash Provided By (Used In) Operating, Investing and Financing Activities~~

Net cash provided by operating activities was $114.3 million in the 2017 nine-month period compared to $103.4 million in the 2016 nine-month period. The increase of $10.9 million in the 2017 nine-month period was the result of a $69.9 million increase in net income, partially offset by a $49.5 million decrease in net non-cash expenses, primarily depreciation, amortization of intangible assets, deferred income taxes and gain on disposal of assets. Changes in our working capital accounts used $9.5 million of cash. These changes were primarily due to the impact on our statement of operations from changes in the components of our debt financing, changes in our tax position, the 2017 Acquisitions, the 2016 Acquisitions and the gain on disposal of assets resulting from the FCC Sprectrum Auction.

Net cash used in investing activities was $336.3 million in the 2017 nine-month period compared to net cash used in investing activities of $469.5 million for the 2016 nine-month period. The decrease was largely due to decreased use of cash for acquisition activity in the 2017 nine-month period.

~~Net cash provided by financing activities was~~ approximately $69.7 million in the 2017 nine-month period compared to net cash provided by financing activities of $499.2 million in the 2016 nine-month period. Net cash provided by financing activities in the 2017 nine-month period was primarily from borrowings of $85.0 million under 2017 Term Loan; reduced by $4.6 million of quarterly principal payments under the 2017 Term Loan; reduced by $5.0 million of deferred financing costs primarily related to the 2017 Senior Credit Facility. Also, in the 2017 nine-month period we used $4.0 million to repurchase shares of our common stock and made $1.8 million of payments for taxes related to net share settlements of equity awards.

~~Liquidity~~

~~As of~~ September 30, 2017, we had $6.4 million in debt principal payments due over the next twelve months. We estimate that we will make approximately $90.8 million in debt interest payments over the twelve months immediately following September 30, 2017.

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 ~~2017 Senior Credit Facility (or any such other credit facility as may be in place~~agreements 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. 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 presently believe that our future cash expected to be generated from operations and borrowing availability under the 2017 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 February 7, 2024, which is the maturity date of the term loans under the 2017 Senior Credit Facility.March 31, 2024.

Capital Expenditures

~~Capital~~. Excluding capital expenditures ~~in the~~ ~~2017 and 2016 nine-month periods were $21.4 million and $33.2 million, respectively. We anticipate~~related to Assembly Atlanta, we currently expect that our routine capital expenditures will be in a range of approximately $96 million to $101 million for the remainder of ~~2017~~2024. In addition, we currently expect that a portion of our Assembly Atlanta capital expenditures will ~~range between~~be offset by proceeds from Assembly Atlanta CID incentive payments during the remainder of 2024. More specifically, we currently expect that our Assembly Atlanta construction expenditures will be approximately ~~$14.0~~$33 million, ~~and $15.0 million.~~

~~Results~~offset by proceeds from Assembly Atlanta CID incentive payments that we expect will be approximately $28 million for the remainder 2024. We can give no assurances of ~~FCC Spectrum Auction~~

~~On August 7, 2017, we~~the actual proceeds to be received ~~$90.8 million resulting from our relinquishment of two licenses~~ in the ~~FCC’s Spectrum Auction. Due to prior planning in connection with this transaction and our recently completed acquisitions, we anticipate that we will be able to defer~~future from incentive payments, nor the timing of any ~~related income tax payments on a long-term basis.~~such proceeds.

~~Other~~Other.

We file a consolidated federal income tax return and such state and local tax returns as are required. During the ~~2017 nine-month period~~first quarter of 2024, we made no material federal or state income tax ~~payments (net of refunds) of $1.2 million.~~payments. During the remainder of ~~2017,~~2024, we anticipate making income tax payments ~~(net~~within a range of ~~refunds)~~$195 million to $215 million. As of March 31, 2024, we have an aggregate of approximately ~~$0.6 million. Income~~$282 million of various state operating loss carryforwards, of which we expect that approximately $201 million will not be utilized due to section 382 limitations and those that will expire prior to utilization. After applying our state effective tax ~~payments are likely~~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 ~~be higher~~the COVID-19 pandemic. The CARES Act, among other things, contains modifications on the limitation of business interest for tax years beginning in ~~2018, assuming no significant changes to the corporate tax code as currently in effect, as a result of our utilization of certain of our~~2019 and 2020, and permits net operating loss ~~carryforwards.~~(“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 $23 million, including interest, that was collected in the second quarter of 2024.

During the ~~2017 nine-month~~2024 three-month period, we ~~contributed $0.6 million~~did not make a contribution to our defined benefit pension plan. During the remainder of ~~2017,~~2024, we expect to ~~make additional contributions~~contribute $4 million to ~~these plans of between $1.7 million and $2.4 million.~~this pension plan.

Critical Accounting Policies

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 ~~coul~~dcould 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 ~~2016~~2023 Form 10-K.

Cautionary Note Regarding Forward-Looking Statements

This ~~Quarterly Report~~quarterly report on Form 10-Q ~~(this “Quarterly Report”)~~ 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~~Securities Act of 1933 and Section 21E of the ~~Securities~~ Exchange ~~Act of 1934.~~Act. Forward-looking statements are all statements other than those of historical fact. When used in this ~~Quarterly Report,~~annual report, the words “believes,” “expects,” “anticipates,” “estimates,” “will,” “may,” “should” and similar words and expressions are generally intended to identify forward-looking statements. ~~Among~~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 that describe~~the economy in general, our ~~expectations regarding our~~strategies, expected results of operations, general and industry-specific economic conditions, future pension plan contributions, future capital expenditures, ~~are forward-looking statements.~~future income tax payments, future payments of interest and principal on our long-term debt, future interest expenses under our Securitization Facility, future interest expense under our interest rate caps, assumptions underlying various estimates and estimates of future obligations and commitments, and should be considered in context with the various other disclosures made by us about our business. Readers ~~of this Quarterly Report~~ 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 ~~under the heading “Risk Factors”~~ in Item 1A. of our ~~2016 Form 10-K~~Annual Report and ~~as may be described in subsequently filed quarterly reports on Form 10-Q, as well as~~ the other factors described from time to time in our ~~filings with the Securities and Exchange Commission. Forward-looking~~SEC filings. The forward-looking statements ~~speak~~included in this quarterly report are made only as of the date ~~they are made.~~hereof. We undertake no obligation to update such forward-looking statements to reflect subsequent events or circumstances.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

We believe that the market risk of our financial instruments as of ~~September 30, 2017~~March 31, 2024 has not materially changed since December 31, ~~2016. The~~2023. Our market risk profile ~~as of~~on December 31, ~~2016~~2023 is disclosed in our ~~2016~~2023 Annual Report on Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report, an evaluation was carried out under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the ~~effectiveness~~design and operation of ~~our disclosure~~the Company’s “disclosure controls and procedures. Based on that evaluation, the CEO and the CFO have concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures are effective to ensure that information required to be disclosed by usprocedures” (as defined in ~~reports that we file or furnish~~Rule 13a-15(e) under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and to ensure that such information is accumulated and communicated to our management, includingas amended. Based on this evaluation, the CEO and CFO have concluded that our controls and procedures were effective as ~~appropriate to allow timely decisions regarding required disclosures. No system~~ of controls, no matter how well designed and implemented, can provide absolute assurance that the objectives of the system of controls are met and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.March 31, 2024.

Changes in Internal Control Over Financial Reporting

There ~~were~~have been no changes in ~~our~~the Company’s internal controls over financial reporting during the ~~three-month period~~quarter ended ~~September 30, 2017 identified in connection with this evaluation~~March 31, 2024, that have materially affected, or are reasonably likely to materially affect, ~~our~~the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

~~PART II.~~~~OTHER INFORMATION~~Item 1. Legal Proceedings

As of the date of this filing, there have been no additional material legal proceedings or material developments in the legal proceedings disclosed in Part 1, Item 3, of our Annual Report on Form 10-K for the year ended December 31, 2023. For more information, see Note 9 "Commitments and Contingencies" within the accompanying condensed consolidated financial statements.

Item 1A.Risk Factors

~~Please refer~~In addition to the other information set ~~out under~~forth in this Quarterly Report on Form 10-Q, you should carefully consider the ~~heading “Risk Factors”~~risk factors that affect our business and financial results that are discussed in Part I, Item 1A, inof our ~~2016~~Annual Report on Form 10-K for ~~a description of risk~~the fiscal year ended December 31, 2023. These factors that we determined to be most material to our financial condition and results of operations. We do not believe there have been any material changes in these risk factors. Additional risks not currently known to us or that we do not currently consider material may alsocould materially adversely affect our business, financial condition, ~~and~~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 ~~the future.~~this report. There have been no material changes to such risk factors.

Item 5. Other Information

~~Item 2.~~ ~~Unregistered Sales of Equity Securities and Use of Proceeds~~

~~In each of March and November 2004, the Board of Directors~~None of the ~~Company authorized the Company to repurchase up to 2.0 million shares of the Company's common stock~~Company’s directors or Class A common stock. In March 2006, this authorization was increased to an aggregate of 5.0 million shares (the “2004-2006 Repurchase Authorization”). As of September 30, 2017, 279,200 shares remain available for repurchase under this authorization, which has no expiration date.

~~On November 6, 2016, the Board of Directors of the Company authorized the Company to purchase up to an additional $75.0 million of our outstanding common stock prior to December 31, 2019 (the “2016 Repurchase Authorization”).~~

The extent to which the Company repurchases any of its shares, the number of shares and the timing of any repurchases will depend on general market conditions, regulatory requirements, alternative investment opportunities and other considerations. The Com~~pany is not required to repurchase a minimum number of shares, and the repurchase authorizations may be~~ officers adopted, modified ~~suspended~~ or terminated ~~at any time without prior notice.~~

~~The Company did not repurchase any shares~~a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as defined in Item 408 of ~~common stock or Class A common stock under these authorizations~~Regulation S-K, during the ~~three-months~~Company’s fiscal quarter ended ~~September 30, 2017.~~

March 31, 2024.

Item 6. Exhibits

The following exhibits are filed as part of this Quarterly Report:

Exhibit ~~10.~~1Number

Executive and Key Employee Change in Control Severance Plan*Description of Document

~~Exhibit 10.~~210.1

~~Form~~Second Amendment to Credit Agreement, dated as of ~~Employee Restricted Stock Award Agreement pursuant to the~~February 16, 2024, among Gray Television, Inc. ~~2017 Equity~~, the guarantors party thereto, the lenders party thereto and Incentive Compensation Plan*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 February 20, 2024)

~~Exhibit 10.~~331.1

Form of Employee Restricted Stock Units Award Agreement pursuant to the Gray Television, Inc. 2017 Equity and Incentive Compensation Plan*

~~Exhibit~~ ~~31.1~~

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

~~Exhibit~~ 31.2

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

~~Exhibit~~ 32.1

Section 1350 Certificate of Chief Executive Officer

~~Exhibit~~ 32.2

Section 1350 Certificate of Chief Financial Officer

~~101.INS~~

~~XBRL Instance Document~~

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, 2024 has been formatted in Inline XBRL and contained in Exhibit 101.

* Management contract or compensatory plan ~~or arrangement~~

SIGNATURES

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

		GRAY TELEVISION, INC.
		(Registrant)




Date: ~~November 6, 2017~~ May 7, 2024	By:	/s/ James C. Ryan
		James C. Ryan
		Executive Vice President and Chief Financial Officer

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

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

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
~~(Former name, former address and former fiscal year, if changed since last report.)~~Class A common stock (no par value)	GTN.A	New York Stock Exchange
common stock (no par value)	GTN	New York Stock Exchange

Common Stock (No Par Value)		Class A Common Stock (No Par Value)
~~66,003,588~~90,294,783 shares outstanding as of ~~October~~ 31, ~~201~~7May 3, 2024		~~6,598,377~~8,842,764 shares outstanding as of ~~October~~ 31, ~~201~~7May 3, 2024

	September 30,		December 31,		March 31,		December 31,
	2017		2016		2024		2023
Assets:
Current assets:
Cash	$	172,854	$	325,189	$	134	$	21
Accounts receivable, less allowance for doubtful accounts of $4,040 and $3,163, respectively		166,073		146,811
Accounts receivable, less allowance for credit losses of $16 and $17, respectively						362		342
Current portion of program broadcast rights, net		19,605		13,735		12		18
Prepaid taxes		15,953		14,641
Income tax refunds receivable						21		21
Prepaid income taxes						14		18
Prepaid and other current assets		5,116		5,109		58		48
Total current assets		379,601		505,485		601		468

Property and equipment, net		351,961		326,093		1,590		1,601
Operating lease right of use asset						71		75
Broadcast licenses		1,530,123		1,340,305		5,320		5,320
Goodwill		611,100		485,318		2,643		2,643
Other intangible assets, net		80,172		56,250		384		415
Deferred tax asset		31,963		30,826
Investments in broadcasting and technology companies		16,599		16,599
Investment in broadcasting, production and technology companies						86		85
Deferred pension assets						18		17
Other		12,091		22,455		22		16
Total assets	$	3,013,610	$	2,783,331	$	10,735	$	10,640

	September 30,			December 31,			March 31,			December 31,
	2017			2016			2024			2023
Liabilities and stockholders’ equity:
Current liabilities:
Accounts payable	$	3,950		$	5,257		$	36		$	23
Employee compensation and benefits		25,532			31,367			77			110
Accrued interest		23,076			32,453			93			63
Accrued network programming fees		19,157			14,982			39			37
Other accrued expenses		9,285			13,802			50			57
Federal and state income taxes		4,680			2,916			56			22
Current portion of program broadcast obligations		20,236			13,924			12			20
Deferred revenue		3,530			4,706			22			23
Dividends payable								14			14
Current portion of operating lease liabilities								10			11
Current portion of long-term debt		6,417			-			15			15
Total current liabilities		115,863			119,407			424			395

Long-term debt		1,831,610			1,756,747
Long-term debt, less current portion and less deferred financing costs								6,139			6,145
Program broadcast obligations, less current portion		4,771			4,995			1			1
Deferred income taxes		437,989			373,837			1,353			1,359
Accrued pension costs		33,052			34,047
Operating lease liabilities, less current portion								65			69
Other		1,422			1,437			53			50
Total liabilities		2,424,707			2,290,470			8,035			8,019

Commitments and contingencies (Note 8)
Commitments and contingencies (Note 9)

Stockholders’ equity:
Common stock, no par value; authorized 100,000,000 shares, issued 71,538,664 shares and 71,229,497 shares, respectively		660,377			658,135
Class A common stock, no par value; authorized 15,000,000 shares, issued 8,349,069 shares and 8,073,993 shares, respectively		23,841			21,764
Accumulated deficit		(3,876	)		(101,365	)
Accumulated other comprehensive loss, net of income tax benefit		(17,645	)		(17,645	)
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
		662,697			560,889
Treasury stock at cost, common stock, 5,535,076 shares and 5,135,406 shares, respectively		(49,562	)		(44,688	)
Treasury stock at cost, Class A common stock, 1,750,692 shares and 1,669,131 shares, respectively		(24,232	)		(23,340	)
Total stockholders’ equity		588,903			492,861
Total liabilities and stockholders’ equity	$	3,013,610		$	2,783,331
Stockholders’ equity:
Common stock, no par value; authorized 200,000,000 shares, issued 110,636,360 shares and 107,179,827 shares, respectively, and outstanding 90,349,144 shares and 87,227,481 shares, respectively								1,187			1,174
Class A common stock, no par value; authorized 25,000,000 shares, issued 11,237,386 shares and 10,413,993 shares, respectively, and outstanding 8,842,764 shares and 8,162,266 shares, respectively								52			50
Retained earnings								1,151			1,084
Accumulated other comprehensive loss								(23	)		(23	)
								2,367			2,285
Treasury stock at cost, common stock, 20,287,216 shares and 19,952,346 shares, respectively								(284	)		(282	)
Treasury stock at cost, Class A common stock, 2,394,622 shares and 2,251,727 shares, respectively								(33	)		(32	)
Total stockholders’ equity								2,050			1,971
Total liabilities and stockholders’ equity							$	10,735		$	10,640

		~~PAGE~~
PART I.	FINANCIAL INFORMATION	PAGE

Item 1.	Financial Statements

	Condensed ~~consolidat~~edconsolidated balance sheets (Unaudited) - ~~September 30, 2017~~ – March 31, 2024 and December 31, ~~2016~~2023	3

	Condensed consolidated statements of operations (Unaudited) - – three-months ended March 31, 2024 and ~~nine-months ended September 30, 2017 and 2016~~2023	5

	Condensed consolidated statements of comprehensive income (loss) (Unaudited) – three-months ended March 31, 2024 and 2023	6

	Condensed consolidated statement of ~~stockholders'~~stockholders' equity (Unaudited) ~~- nine-months~~ – three-months ended ~~September 30, 2017~~March 31, 2024 and 2023	67

	Condensed consolidated statements of cash flows (Unaudited) - ~~nine-months~~ – three-months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023	78

	Notes to condensed consolidated financial statements (Unaudited) ~~- September 30, 2017~~	89

Item 2.	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	2123

Item 3.	Quantitative and Qualitative ~~Disclosure~~sDisclosures About Market Risk	2829

Item 4.	Controls and Procedures	2829

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	2930

Item 2. 5.	~~Unregistered Sales of Equity Securities and Use of Proceeds~~ Other Information	29 30

Item 6.	Exhibits	30

SIGNATURES		31	31

	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30,						September 30,						March 31,
	2017			2016			2017			2016			2024			2023

Revenue (less agency commissions)	$	218,977		$	204,490		$	649,119		$	574,846
Operating expenses before depreciation, amortization and loss (gain) on disposal of assets, net:
Broadcast		139,430			120,717			406,446			346,620
Broadcasting													$	799		$	779
Production companies														24			22
Total revenue (less agency commissions)														823			801
Operating expenses before depreciation, amortization and loss on disposal of assets, net:
Broadcasting														583			555
Production companies														21			59
Corporate and administrative		8,318			7,223			24,436			31,425			28			26
Depreciation		13,085			11,494			38,555			34,237			36			35
Amortization of intangible assets		6,460			4,235			18,684			12,365			31			49
Loss (gain) on disposal of assets, net		1,660			354			(75,139	)		(66	)
Loss on disposal of assets, net														-			10
Operating expenses		168,953			144,023			412,982			424,581			699			734
Operating income		50,024			60,467			236,137			150,265			124			67
Other income (expense):
Miscellaneous income, net		28			30			36			740
Miscellaneous income (expense), net														110			(2	)
Interest expense		(24,207	)		(27,926	)		(71,189	)		(73,470	)		(115	)		(104	)
Loss from early extinguishment of debt		-			(31,987	)		(2,851	)		(31,987	)
Income before income taxes		25,845			584			162,133			45,548
Income tax expense		10,529			797			65,751			19,109
Loss on early extinguishment of debt														-			(3	)
Income (loss) before income taxes														119			(42	)
Income tax expense (benefit)														31			(11	)
Net income (loss)	$	15,316		$	(213	)	$	96,382		$	26,439			88			(31	)
Preferred stock dividends														13			13
Net income (loss) attributable to common stockholders													$	75		$	(44	)

Basic per share information:
Net income (loss)	$	0.21		$	-		$	1.34		$	0.37
Weighted-average shares outstanding		71,636			71,879			71,777			71,850
Net income (loss) attributable to common stockholders													$	0.80		$	(0.48	)
Weighted average common shares outstanding														94			92

Diluted per share information:
Net income (loss)	$	0.21		$	-		$	1.33		$	0.36
Weighted-average shares outstanding		72,454			71,879			72,491			72,723
Net income (loss) attributable to common stockholders													$	0.79		$	(0.48	)
Weighted average common shares outstanding														95			92

Dividends declared per common share	$	-		$	-		$	-		$	-		$	0.08		$	0.08

																								Accumulated
	Class A											Class A						Common						Other
	Common Stock				Common Stock				Accumulated			Treasury Stock						Treasury Stock						Comprehensive
	Shares		Amount		Shares		Amount		Deficit			Shares			Amount			Shares			Amount			Loss			Total

Balance at December 31, 2016		8,073,993	$	21,764		71,229,497	$	658,135	$	(101,365	)		(1,669,131	)	$	(23,340	)		(5,135,406	)	$	(44,688	)	$	(17,645	)	$	492,861

Adoption of ASU 2016-09 excess tax benefit for stock-based compensation		-		-		-		-		1,107			-			-			-			-			-			1,107

Net income		-		-		-		-		96,382			-			-			-			-			-			96,382

Issuance of stock:
401(k) plan		-		-		1,224		16		-			-			-			-			-			-			16
2007 Long Term Incentive Plan - restricted stock		198,220				307,943		-		-			(81,561	)		(892	)		(77,632	)		(874	)		-			(1,766	)
2017 Equity and Incentive Compensation Plan - restricted stock		76,856		-		-		-		-			-			-			-			-			-			-

Repurchase of common stock		-		-		-		-		-			-			-			(322,038	)		(4,000	)					(4,000	)

Share-based compensation		-		2,077		-		2,226		-			-			-			-			-			-			4,303

Balance at September 30, 2017		8,349,069	$	23,841		71,538,664	$	660,377	$	(3,876	)		(1,750,692	)	$	(24,232	)		(5,535,076	)	$	(49,562	)	$	(17,645	)	$	588,903

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

Balance at December 31, 2022		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	)

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

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

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

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

Stock-based compensation		-		-		-		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

Balance at December 31, 2023		10,413,993	$	50		107,179,827	$	1,174	$	1,084			(2,251,727	)	$	(32	)		(19,952,346	)	$	(282	)	$	(23	)	$	1,971

Net income		-		-		-		-		88			-			-			-			-			-			88

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

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

Adjustment to fair value of interest rate cap		-		-		-		-		-			-			-			-			-			-			-

Issuance of common stock:
401(k) Plan		-		-		1,765,444		9		-			-			-			-			-			-			9
2022 Equity and Incentive Compensation Plan:
Restricted stock awards		823,393		-		1,126,296		-		-			(142,895	)		(1	)		(146,470	)		(1	)		-			(2	)
Restricted stock unit awards		-		-		564,793		-		-			-			-			(188,400	)		(1	)		-			(1	)

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

Balance at March 31, 2024		11,237,386	$	52		110,636,360	$	1,187	$	1,151			(2,394,622	)	$	(33	)		(20,287,216	)	$	(284	)	$	(23	)	$	2,050

							Estimated
	*March 31,*			*December 31,*			*Useful Lives*
	*2024*			*2023*			*(in years)*
Property and equipment:
Land	$	366		$	368
Buildings and improvements		873			868		7	to	40
Equipment		1,087			1,082		3	to	20
Construction in progress		94			81
		2,420			2,399
Accumulated depreciation		(830	)		(798	)
Total property and equipment, net	$	1,590		$	1,601

							Estimated
	September 30,			December 31,			Useful Lives
	2017			2016			(in years)
Property and equipment:
Land	$	49,651		$	44,611
Buildings and improvements		154,391			139,078		7	to	40
Equipment		507,456			471,798		3	to	20
		711,498			655,487
Accumulated depreciation		(359,537	)		(329,394	)
Total property and equipment, net	$	351,961		$	326,093

	Three Months Ended March 31,
	2024			2023
Beginning balance	$	17		$	16
Provision for credit losses		-			15
Amounts written off		(1	)		-
Ending balance	$	16		$	31

	Acquisition
	Fairbanks			Media General			Clarksburg			Diversified			Vermont			Total

Current assets	$	122		$	666		$	462		$	361		$	312		$	1,923
Property and equipment		2,650			20,181			4,133			12,329			9,513			48,806
Goodwill		471			86,287			3,222			35,486			316			125,782
Broadcast licenses		2,228			149,846			17,003			26,219			7,592			202,888
Other intangible assets		2,702			13,398			2,234			11,051			8,268			37,653
Other non-current assets		71			282			51			27			3,310			3,741
Current liabilities		(140	)		(695	)		(554	)		(423	)		(311	)		(2,123	)
Other long-term liabilities		(84	)		-			(51	)		(50	)		-			(185	)

Total	$	8,020		$	269,965		$	26,500		$	85,000		$	29,000		$	418,485

	Minimum Principal Maturities
Year	2019 Senior Credit Agreement		2026 Notes		2027 Notes		2030 Notes		2031 Notes		Total
Remainder of 2024	$	11	$	-	$	-	$	-	$	-	$	11
2025		15		-		-		-		-		15
2026		1,205		700		-		-		-		1,905
2027		15		-		750		-		-		765
2028		1,410		-		-		-		-		1,410
2029		-		-		-		-		-		-
Thereafter		-		-		-		800		1,300		2,100
Total	$	2,656	$	700	$	750	$	800	$	1,300	$	6,206

Year ending December 31,	Operating Leases
Remainder of 2024	$	11
2025		14
2026		12
2027		11
2028		8
Thereafter		45
Total lease payments		101
Less: Imputed interest		(26	)
Present value of lease liabilities	$	75

	As of March 31, 2024							As of December 31, 2023
			Accumulated							Accumulated
	Gross		Amortization			Net		Gross		Amortization			Net
Intangible assets not currently subject to amortization:
Broadcast licenses	$	5,374	$	(54	)	$	5,320	$	5,374	$	(54	)	$	5,320
Goodwill		2,643		-			2,643		2,643		-			2,643
	$	8,017	$	(54	)	$	7,963	$	8,017	$	(54	)	$	7,963

Intangible assets subject to amortization:
Network affiliation agreements	$	216	$	(134	)	$	82	$	216	$	(126	)	$	90
Other finite-lived intangible assets		992		(690	)		302		992		(667	)		325
	$	1,208	$	(824	)	$	384	$	1,208	$	(793	)	$	415

Total intangible assets	$	9,225	$	(878	)	$	8,347	$	9,225	$	(847	)	$	8,378

			Production
As of and for the three months ended March 31, 2024:	Broadcast		Companies			Other			Consolidated

Revenue (less agency commissions)	$	799	$	24		$	-		$	823
Operating expenses before depreciation, amortization and gain on disposal of assets, net		583		21			28			632
Depreciation and amortization		62		4			1			67
Operating expenses		645		25			29			699
Operating income (loss)	$	154	$	(1	)	$	(29	)	$	124

Interest expense	$	-	$	-		$	115		$	115
Capital expenditures (excluding business combinations)	$	19	$	15		$	-		$	34
Goodwill	$	2,615	$	28		$	-		$	2,643
Total Assets	$	9,850	$	683		$	202		$	10,735

For the three months ended March 31, 2023:

Revenue (less agency commissions)	$	779	$	22		$	-		$	801
Operating expenses before depreciation, amortization and gain on disposal of assets, net		555		59			26			640
Depreciation and amortization		80		3			1			84
Loss on disposal of assets, net		9		1			-			10
Operating expenses		644		63			27			734
Operating income (loss)	$	135	$	(41	)	$	(27	)	$	67

Interest expense	$	-	$	-		$	104		$	104
Capital expenditures (excluding business combinations)	$	19	$	91		$	-		$	110

As of December 31, 2023:

Goodwill	$	2,615	$	28		$	-		$	2,643
Total Assets	$	9,897	$	658		$	85		$	10,640

	As of
	March 31,		December 31,
	2024		2023
Cash	$	134	$	21
Long-term debt, including current portion, less deferred financing costs	$	6,154	$	6,160
Series A Perpetual Preferred Stock	$	650	$	650
Borrowing availability under the Revolving Credit Facility	$	619	$	494

	Minimum Principal Maturities
Year	2017 Senior Credit Facility		2024 Notes		2026 Notes		Total
2017	$	1,604	$	-	$	-	$	1,604
2018		6,417		-		-		6,417
2019		6,417		-		-		6,417
2020		6,417		-		-		6,417
2021		6,417		-		-		6,417
Thereafter		609,566		525,000		700,000		1,834,566
Total	$	636,838	$	525,000	$	700,000	$	1,861,838

	Eight Quarters Ended
	March 31, 2024
	(in millions)

Net income	$	405
Adjustments to reconcile from net income to Leverage Ratio Denominator as defined in our Senior Credit Agreement:
Depreciation		279
Amortization of intangible assets		381
Non-cash stock-based compensation		42
Non-cash 401(k) expense		19
Loss on disposal of assets, net		22
Gain on disposal of investment, not in the ordinary course		(110	)
Interest expense		830
Loss on early extinguishment of debt		3
Income tax expense		163
Impairment of investments, goodwill and other intangible assets		90
Amortization of program broadcast rights		79
Payments for program broadcast rights		(81	)
Pension gain		(5	)
Contributions to pension plans		(7	)
Adjustments for unrestricted subsidiaries		42
Adjustments for stations acquired or divested, financings and expected synergies during the eight quarter period		(2	)
Transaction Related Expenses		6
Other		1
Total eight quarters ended March 31, 2024	$	2,157
Leverage Ratio Denominator (total eight quarters ended March 31, 2024, divided by 2)	$	1,079

	March 31, 2024
	(dollars in millions)
Total outstanding principal, including current portion	$	6,206
Letters of credit outstanding		6
Cash		(134	)
Adjusted Total Indebtedness, Net of All Cash	$	6,078
Leverage Ratio (maximum permitted incurrence of indebtedness is 7.00 to 1.00)		5.63

Total first lien outstanding principal	$	2,656
Cash		(134	)
First Lien Adjusted Total Indebtedness, Net of All Cash	$	2,522
First Lien Leverage Ratio (maximum permitted incurrence of indebtedness is 4.00 to 1.00) (a)		2.34

Secured Adjusted Total Indebtedness	$	2,656
Cash		(134	)
Secured Adjusted Total Indebtedness, Net of All Cash	$	2,522
Secured Leverage Ratio (maximum permitted incurrence of indebtedness is 5.50 to 1.00)		2.34

	Nine Months Ended
	September 30, 2017					September 30, 2016
				Weighted-					Weighted-
				average					average
				Grant Date					Grant Date
	Number of			Fair Value		Number of			Fair Value
	Shares			Per Share		Shares			Per Share
Restricted stock - common:
Outstanding - beginning of period		396,033			$12.06		337,506			$9.57
Granted		307,943			$10.40		237,500			$12.88
Vested		(200,291	)		$11.82		(178,973	)		$8.46
Outstanding - end of period		503,685			$11.14		396,033			$12.06

Restricted stock - class A common:
Outstanding - beginning of period		415,082			$10.15		374,693			$9.46
Granted		275,076			$10.84		218,612			$11.25
Vested		(227,526	)		$10.00		(178,223	)		$10.04
Outstanding - end of period		462,632			$10.63		415,082			$10.15

	Net Balance at		Acquisitions										Net Balance at
	December 31,		And										September 30,
	2016		Adjustments		Dispositions			Impairments		Amortization			2017

Goodwill	$	485,318	$	125,782	$	-		$	-	$	-		$	611,100
Broadcast licenses		1,340,305		202,923		(13,105	)		-		-			1,530,123
Definite lived intangible assets		56,250		42,606		-			-		(18,684	)		80,172
Total intangible assets net of accumulated amortization	$	1,881,873	$	371,311	$	(13,105	)	$	-	$	(18,684	)	$	2,221,395

	As of September 30, 2017							As of December 31, 2016
			Accumulated							Accumulated
	Gross		Amortization			Net		Gross		Amortization			Net
Intangible assets not currently subject to amortization:
Broadcast licenses	$	1,583,822	$	(53,699	)	$	1,530,123	$	1,394,004	$	(53,699	)	$	1,340,305
Goodwill		611,100		-			611,100		485,318		-			485,318
	$	2,194,922	$	(53,699	)	$	2,141,223	$	1,879,322	$	(53,699	)	$	1,825,623

Intangible assets subject to amortization:
Network affiliation agreements	$	6,134	$	(2,905	)	$	3,229	$	1,264	$	(1,264	)	$	-
Other definite lived intangible assets		143,446		(66,503	)		76,943		105,792		(49,542	)		56,250
	$	149,580	$	(69,408	)	$	80,172	$	107,056	$	(50,806	)	$	56,250

Total intangibles	$	2,344,502	$	(123,107	)	$	2,221,395	$	1,986,378	$	(104,505	)	$	1,881,873

	Three Months Ended September 30,								Nine Months Ended September 30,
	2017				2016				2017				2016
			Percent				Percent				Percent				Percent
	Amount		of Total		Amount		of Total		Amount		of Total		Amount		of Total
Revenue:
Local (including internet/digital/mobile)	$	110,033		50.2%	$	102,172		50.0%	$	330,547		50.9%	$	296,253		51.5%
National		31,027		14.2%		25,426		12.4%		86,822		13.4%		73,575		12.8%
Political		4,005		1.8%		22,272		10.9%		9,034		1.4%		41,576		7.2%
Retransmission consent		70,150		32.0%		51,096		25.0%		207,094		31.9%		148,914		25.9%
Other		3,762		1.8%		3,524		1.7%		15,622		2.4%		14,528		2.6%
Total	$	218,977		100.0%	$	204,490		100.0%	$	649,119		100.0%	$	574,846		100.0%

	As of
	September 30, 2017		December 31, 2016
Cash	$	172,854	$	325,189
Long-term debt	$	1,831,610	$	1,756,747
Borrowing availability under the Revolving Credit Facility	$	100,000	$	60,000