GRAY MEDIA, INC annual report, FY2022

Business context and reporting period

Gray Television, Inc. filed this Form 10-K for the fiscal year ended December 31, 2022; it is an annual report, not a standalone fourth-quarter filing. Gray operates local television stations and digital assets across 113 U.S. markets, reaching approximately 36% of U.S. television households, and owns several production businesses. Its principal revenue sources are advertising and retransmission consent fees.

Financial performance and liquidity

Metric20222021
Total revenue$3.676 billion$2.413 billion
Operating income$990 million$381 million
Operating margin26.9%15.8%
Net income$455 million$90 million
Net income attributable to common stockholders$403 million$38 million
Diluted earnings per share$4.33$0.40
Interest expense$354 million$205 million
Cash from operating activities$829 million$300 million
Cash used in investing activities$503 million$3.534 billion
Cash used in financing activities$454 millionCash provided: $2.650 billion

Revenue mix in 2022: core advertising $1.496 billion (41%); political advertising $515 million (14%); retransmission consent $1.496 billion (41%); production companies $93 million (3%); and other revenue $76 million (1%). Operating margin is calculated as operating income divided by revenue.

At December 31, 2022, cash was $61 million, current assets were $857 million, and current liabilities were $409 million. Debt principal outstanding was $6.520 billion (reported carrying amount, net of deferred financing costs and including the current portion, was $6.455 billion); approximately $496 million was available under the revolving credit facility. Gray also had $650 million of Series A perpetual preferred stock. During 2022, it repaid $315 million of senior credit facility principal, paid $30 million of common-stock dividends, and repurchased $50 million of common stock. Property and equipment purchases were $436 million, including $264 million for Assembly Atlanta.

Material changes versus the prior comparable period

  • Revenue rose 52%, primarily because 2021 included the Meredith and Quincy acquisitions for only part of the year. Revenue from stations acquired in those transactions increased by $974 million in 2022 versus 2021.
  • Excluding the net impact of the 2021 acquisitions, political revenue increased $252 million as 2022 was an election “on-year”; retransmission revenue increased $31 million, while core advertising decreased $11 million.
  • Operating expenses before depreciation, amortization and disposal gains or losses increased $617 million, principally reflecting the acquired stations. Corporate and administrative expense fell $55 million, largely due to lower acquisition-related professional fees.
  • Interest expense increased $149 million, reflecting acquisition financing and higher rates. The average rate on the Senior Credit Facility rose to 4.4% from 2.6% in 2021.
  • Cash from operations increased $529 million. Investing cash use fell substantially from 2021, when major acquisitions drove $3.3 billion of net acquisition spending; 2022 acquisition spending, net of divestiture proceeds, was $58 million.

Outlook, risks, contingencies and unusual items

  • Company estimates: Gray expected 2023 routine capital expenditures of $105–$115 million and net Assembly Atlanta capital expenditures of $70–$75 million. It estimated 2023 income tax payments, before refunds, of $90–$110 million and a $4 million contribution to its frozen pension plan. These are estimates, not earnings guidance.
  • Debt and interest rates: Substantial debt, variable-rate borrowings, debt covenants and required interest and principal payments may constrain investment, acquisitions, dividends and liquidity. Gray reported compliance with debt covenants at year-end. After year-end, it drew $300 million under a new receivables securitization facility and planned to use proceeds to repay $295 million of Term Loan B. It also entered into interest-rate caps intended to limit rate exposure; the filing describes the cap benchmark as LIBOR.
  • Operating risks: Advertising is economically sensitive, seasonal and election-cycle dependent. Competition from digital platforms, streaming and other media, reliance on network affiliations and retransmission agreements, and concentration of non-political advertising in services and automotive sectors could affect results. Political revenue represented 14% of 2022 total revenue versus 2% in 2021.
  • Regulatory and legal matters: The FCC imposed a $518,283 forfeiture in November 2022 concerning Gray’s Anchorage-market programming arrangement; Gray challenged the order and the matter remained pending. Gray also disclosed consolidated local-TV advertising antitrust litigation related to acquired Raycom and Meredith operations; the company said it intended to defend the claims. Management did not believe known ordinary-course proceedings were likely to have a material adverse effect, while noting litigation uncertainty.
  • Unusual items and controls: Gray recorded an $18 million investment impairment in 2022 and a $2 million gain on asset disposals; 2021 included a $42 million disposal loss and $81 million in acquisition-related expenses. No goodwill or broadcast-license impairment was recorded in 2022. A material weakness in user-access and segregation-of-duties controls identified in 2021 was reported remediated; management and the auditor concluded internal control over financial reporting was effective at year-end 2022. The auditor issued unqualified opinions on the financial statements and internal controls.

Important facts for investors to verify

  1. How much 2022 earnings and cash generation reflect acquired businesses and election-year political spending, and how the company performs in a non-election year.
  2. Debt maturities, floating-rate exposure, refinancing plans, covenant headroom and the actual use and cost of the post-year-end securitization facility and interest-rate caps.
  3. Assembly Atlanta spending, expected project completion and whether anticipated property-sale and incentive proceeds arrive on schedule.
  4. Progress and outcomes in the FCC Anchorage matter and the advertising antitrust litigation, along with any material changes in regulatory ownership rules.
  5. Whether retransmission agreements and network affiliations are renewed on acceptable terms, and whether advertising concentration or digital competition changes materially.