Entertainment

Gray Reports Third Quarter Operating Results

November 4, 2022

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ATLANTA, Nov. 04, 2022 (GLOBE NEWSWIRE) — Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN) as we speak introduced its robust monetary outcomes for the third quarter ended September 30, 2022, together with a 417% improve in web earnings attributable to frequent stockholders, in comparison with the third quarter of 2021. Overall, the third quarter of 2022 produced document outcomes, together with $909 million in whole income, as a result of mixture of latest acquisitions, added scale, more and more environment friendly built-in operations, and the “on-year” of the two-year political promoting cycle. Compared to the third quarter of 2018, the final mid-term election 12 months, our political promoting income within the third quarter of 2022 of $144 million grew by 200% on the As-Reported Basis and by 30% on a Combined Historical Basis. While spectacular, these figures fell in need of our expectations and steerage issued in early August, attributable to an surprising pullback in sure key political races. By October, political promoting income elevated quickly in lots of races in our markets and is anticipated to stay strong by Election Day. We at the moment anticipate that full-year 2022 political promoting income might be inside a variety of $495 million to $505 million.

Gray’s robust money stream within the third quarter of 2022 enabled us to return $124 million of capital to our shareholders together with: a voluntary principal pre-payment of $100 million below Gray’s 2017 Term Loan B (due 2024); a required principal cost of $4 million below the 2021 Term Loan D (due 2028); and $20 million of money dividends to our most popular and customary shareholders. Even after these actions, Gray ended the quarter with $144 million of money available. Strong working outcomes and political promoting income are anticipated to allow Gray to fund extra de-leveraging and money dividend funds through the the rest of the 12 months. On November 1, 2022, we made an additional $100 million voluntary debt principal pre-payment.

Due to the numerous impact that materials transactions have had on our outcomes of our operations, we current the monetary data herein in line with each U.S. Generally Accepted Accounting Principles (“GAAP” or “As Reported Basis”) and on a Combined Historical Basis (“CHB”), which includes sure historic outcomes of acquired companies, much less the historic outcomes of divested companies. We additionally furnish sure different detailed non-GAAP metrics to offer extra significant period-over-period comparisons to help the general public in its evaluation and valuation of Gray. This extra data features a abstract of incremental bills that have been particular to our acquisitions, divestitures, and associated financing actions (“Transaction Related Expenses”), non-cash stock-based compensation bills and sure non-GAAP phrases frequent in our business. Please consult with the detailed dialogue of the foregoing phrases and ideas included elsewhere herein.

Summary of Third Quarter Operating Results

As Reported Basis (the respective 2021 intervals mirror the “off-year” of the two-year political promoting cycle):

Revenue was $909 million, a rise of 51% from the third quarter of 2021.
Core Advertising Revenue was $359 million, a rise of 23% from the third quarter of 2021.
Net earnings attributable to frequent stockholders was $95 million, or $1.03 per absolutely diluted share, a rise of 417% from the third quarter of 2021.
Broadcast Cash Flow was $357 million, a rise of 75% from the third quarter of 2021.
Adjusted EBITDA was $336 million, a rise of 81% from the third quarter of 2021.

Combined Historical Basis (the respective 2021 intervals mirror the “off-year” of the two-year political promoting cycle):

Revenue was $909 million, a rise of 15% from the third quarter of 2021.
Core Advertising Revenue decreased 3% from the third quarter of 2021, primarily because of displacement by political promoting.
Broadcast Cash Flow was $358 million, a rise of 29% from the third quarter of 2021.

Other Key Metrics

• As of September 30, 2022, our Total Leverage Ratio, Net of all Cash, was 5.17 instances on a trailing eight-quarter foundation, netting our whole money stability of $144 million and giving impact to all Transaction Related Expenses, which is calculated as set forth in our Senior Credit Facility.

• During the three and nine-months ended September 30, 2022 and 2021, we incurred Transaction Related Expenses on an As Reported Basis that included however weren’t restricted to authorized {and professional} charges, severance and incentive compensation and contract termination charges. In addition, we recorded sure non-cash stock-based compensation bills. These bills are summarized as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
		2022		2021		2022		2021
	(in tens of millions)
Transaction Related Expenses:
Broadcasting	$	1	$	–	$	5	$	–
Corporate and administrative		–		11		1		19
Miscellaneous expense		–		–		–		7
Total Transaction Related Expenses	$	1	$	11	$	6	$	26

Total non-cash stock-based compensation	$	6	$	3	$	17	$	10

Taxes

• During the nine-months ended September 30, 2022 and 2021, we made earnings tax funds of $128 million and $129 million, respectively. During the rest of 2022, based mostly on our present forecasts, we anticipate making earnings tax funds (earlier than deducting any refunds) inside a variety of $58 million to $68 million.

• As of September 30, 2022, we have now an combination of $337 million of varied state working loss carryforwards, of which we count on that roughly half might be utilized.

Guidance for the Three-Months Ending December 31, 2022

Based on our present forecasts for the quarter ending December 31, 2022, we anticipate the next key monetary outcomes, as outlined beneath in approximate ranges. We current income web of company commissions. We exclude depreciation, amortization and (acquire) loss on disposal of belongings from our estimates of working bills.

Revenue:
- Core promoting income of $385 million to $400 million.
- Retransmission income of $345 million to $350 million.
- Political promoting income of $235 million to $245 million.
- Production firm income of $35 million to $36 million.
- Total income of $1.017 billion to $1.049 billion.
Operating Expenses:
- Broadcasting bills of $565 million to $575 million, together with retransmission expense of roughly $225 million and non-cash stock-based compensation expense of roughly $1 million.
- Production firm bills of roughly $25 million to $26 million.
- Corporate bills of $30 million to $34 million, together with non-cash stock-based compensation expense of roughly $4 million.


Selected Operating Data on As Reported Basis (Unaudited)

	As-Reported Basis
	Three Months Ended September 30,
						% Change				% Change
						2022 to				2022 to
		2022		2021		2021			2020	2020
	({dollars} in tens of millions)
Revenue (much less company commissions):
Broadcasting	$	889	$	581		53	%	$	593	50	%
Production firms		20		20		0	%		11	82	%
Total income	$	909	$	601		51	%	$	604	50	%

Political promoting income	$	144	$	9		1500	%	$	128	13	%

Operating bills (1):
Broadcasting	$	537	$	384		40	%	$	326	65	%
Production firms	$	16	$	13		23	%	$	8	100	%
Corporate and administrative	$	27	$	32		(16	)%	$	15	80	%

Net earnings (loss) attributable to frequent stockholders	$	95	$	(30	)	417	%	$	109	(13	)%

Non-GAAP Cash Flow (2):
Broadcast Cash Flow	$	357	$	204		75	%	$	271	32	%
Broadcast Cash Flow Less
Cash Corporate Expenses	$	335	$	175		91	%	$	260	29	%
Free Cash Flow (3)	$	162	$	(5	)	3340	%	$	139	17	%


	Nine Months Ended September 30,
						% Change				% Change
						2022 to				2022 to
		2022		2021		2021			2020	2020
	({dollars} in tens of millions)
Revenue (much less company commissions):
Broadcasting	$	2,548	$	1,648		55	%	$	1,557	64	%
Production firms		56		44		27	%		32	75	%
Total income	$	2,604	$	1,692		54	%	$	1,589	64	%

Political promoting income	$	260	$	24		983	%	$	185	41	%

Operating bills (1):
Broadcasting	$	1,595	$	1,099		45	%	$	985	62	%
Production firms	$	56	$	39		44	%	$	32	75	%
Corporate and administrative	$	80	$	75		7	%	$	47	70	%

Net earnings attributable to frequent stockholders	$	230	$	22		945	%	$	147	56	%

Non-GAAP Cash Flow (2):
Broadcast Cash Flow	$	955	$	555		72	%	$	575	66	%
Broadcast Cash Flow Less
Cash Corporate Expenses	$	889	$	489		82	%	$	536	66	%
Free Cash Flow (3)	$	339	$	107		217	%	$	259	31	%

(1) Excludes depreciation, amortization and (acquire) loss on disposal of belongings.
(2) See definition of non-GAAP phrases and a reconciliation of the non-GAAP quantities to web earnings (loss) included elsewhere herein.
(3) Excludes deduction for buy of property and tools associated to the Assembly Atlanta mission in 2022 and 2021.


Selected Operating Data on As Reported Basis (Unaudited)

	Three Months Ended September 30,
		2022				2021			Amount		Percent
			Percent				Percent		Increase		Increase
	Amount		of Total		Amount		of Total		(Decrease)		(Decrease)
	({dollars} in tens of millions)
Revenue (much less company commissions):
Core	$	359	39	%	$	292	49	%	$	67	23	%
Political		144	16	%		9	1	%		135	1500	%
Retransmission consent		368	40	%		266	44	%		102	38	%
Production firms		20	2	%		20	3	%		–	0	%
Other		18	3	%		14	3	%		4	29	%
Total	$	909	100	%	$	601	100	%	$	308	51	%

Operating bills (earlier than
depreciation, amortization and
(acquire) loss on disposal of belongings):
Broadcasting:
Station bills	$	309	58	%	$	229	60	%	$	80		35	%
Retransmission expense		226	42	%		154	40	%		72		47	%
Transaction Related Expenses		1	0	%		–	0	%		1		100	%
Non-cash stock-based compensation		1	0	%		1	0	%		–		0	%
Total broadcasting expense	$	537	100	%	$	384	100	%	$	153		40	%

Production firms expense	$	16			$	13			$	3		23	%

Corporate and administrative:
Corporate bills	$	22	81	%	$	19	60	%	$	3		16	%
Transaction Related Expenses		–	0	%		11	34	%		(11	)	(100	)%
Non-cash stock-based compensation		5	19	%		2	6	%		3		150	%
Total company and
administrative expense	$	27	100	%	$	32	100	%	$	(5	)	(16	)%


Selected Operating Data on As Reported Basis (Unaudited)

	Nine Months Ended September 30,
		2022				2021			Amount		Percent
			Percent				Percent		Increase		Increase
	Amount		of Total		Amount		of Total		(Decrease)		(Decrease)
	({dollars} in tens of millions)
Revenue (much less company commissions):
Core	$	1,090	42	%	$	831	49	%	$	259	31	%
Political		260	10	%		24	1	%		236	983	%
Retransmission consent		1,143	44	%		755	45	%		388	51	%
Production firms		56	2	%		44	3	%		12	27	%
Other		55	2	%		38	2	%		17	45	%
Total	$	2,604	100	%	$	1,692	100	%	$	912	54	%

Operating bills (earlier than
depreciation, amortization and
(acquire) loss on disposal of belongings):
Broadcasting:
Station bills	$	909	57	%	$	654	60	%	$	255		39	%
Retransmission expense		678	43	%		444	40	%		234		53	%
Transaction Related Expenses		5	0	%		–	0	%		5		100	%
Non-cash stock-based compensation		3	0	%		1	0	%		2		200	%
Total broadcasting expense	$	1,595	100	%	$	1,099	100	%	$	496		45	%

Production firms expense	$	56			$	39			$	17		44	%

Corporate and administrative:
Corporate bills	$	65	81	%	$	47	63	%	$	18		38	%
Transaction Related Expenses		1	1	%		19	25	%		(18	)	(95	)%
Non-cash stock-based compensation		14	18	%		9	12	%		5		56	%
Total company and
administrative expense	$	80	100	%	$	75	100	%	$	5		7	%


Detail Table of Operating Results on As Reported Basis (Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,

		2022			2021			2022			2021
	(in tens of millions, aside from per share data)
Revenue (much less company commissions):
Broadcasting	$	889		$	581		$	2,548		$	1,648
Production firms		20			20			56			44
Total income (much less company commissions)		909			601			2,604			1,692
Operating bills earlier than depreciation, amortization
and (acquire) loss on disposal of belongings, web:
Broadcasting		537			384			1,595			1,099
Production firms		16			13			56			39
Corporate and administrative		27			32			80			75
Depreciation		33			26			96			76
Amortization of intangible belongings		52			28			156			81
(Gain) loss on disposal of belongings, web		(1	)		51			(6	)		46
Operating bills		664			534			1,977			1,416
Operating earnings		245			67			627			276
Other expense:
Miscellaneous expense, web		(1	)		(1	)		(3	)		(7	)
Interest expense		(94	)		(48	)		(254	)		(143	)
Income earlier than earnings taxes		150			18			370			126
Income tax expense		42			35			101			65
Net earnings (loss)		108			(17	)		269			61
Preferred inventory dividends		13			13			39			39
Net earnings (loss) attributable to frequent stockholders	$	95		$	(30	)	$	230		$	22

Basic per share data:
Net earnings (loss) attributable to frequent stockholders	$	1.04		$	(0.32	)	$	2.47		$	0.23
Weighted-average shares excellent		91			95			93			94

Diluted per share data:
Net earnings (loss) attributable to frequent stockholders	$	1.03		$	(0.32	)	$	2.47		$	0.23
Weighted-average shares excellent		92			95			93			95


Selected Operating Data on Combined Historical Basis (Unaudited)

	Three Months Ended September 30,
					% Change				% Change
					2022 to				2022 to
		2022		2021	2021			2020	2020
	({dollars} in tens of millions)
Revenue (much less company commissions):
Broadcast	$	889	$	768	16	%	$	836	6	%
Production firms		20		20	0	%		11	82	%
Total income	$	909	$	788	15	%	$	847	7	%

Political promoting	$	144	$	14	929	%	$	190	(24	)%

Operating bills (1):
Broadcast	$	537	$	518	4	%	$	473	14	%
Production firms	$	16	$	13	23	%	$	8	100	%
Corporate and administrative	$	27	$	32	(16	)%	$	15	80	%

Non-GAAP Cash Flow (2):
Broadcast Cash Flow	$	358	$	277	29	%	$	381	(6	)%
Broadcast Cash Flow Less
Cash Corporate Expenses	$	336	$	248	35	%	$	370	(9	)%
Operating Cash Flow as outlined
in our Senior Credit Facility	$	333	$	256	30	%	$	368	(10	)%
Free Cash Flow(3)	$	164	$	110	49	%	$	194	(15	)%



	Nine Months Ended September 30,
					% Change				% Change
					2022 to				2022 to
		2022		2021	2021			2020	2020
	({dollars} in tens of millions)
Revenue (much less company commissions):
Broadcast	$	2,548	$	2,251	13	%	$	2,187	17	%
Production firms		56		44	27	%		32	75	%
Total income	$	2,604	$	2,295	13	%	$	2,219	17	%

Political promoting	$	260	$	35	643	%	$	269	(3	)%

Operating bills (1):
Broadcast	$	1,595	$	1,523	5	%	$	1,405	14	%
Production firms	$	56	$	39	44	%	$	32	75	%
Corporate and administrative	$	80	$	75	7	%	$	47	70	%

Non-GAAP Cash Flow (2):
Broadcast Cash Flow	$	960	$	794	21	%	$	835	15	%
Broadcast Cash Flow Less
Cash Corporate Expenses	$	894	$	728	23	%	$	796	12	%
Operating Cash Flow as outlined
in our Senior Credit Facility	$	894	$	744	20	%	$	794	13	%
Free Cash Flow(3)	$	350	$	304	15	%	$	386	(9	)%


Selected Operating Data on Combined Historical Basis (Unaudited)

	Three Months Ended September 30,
		2022				2021			Amount			Percent
			Percent				Percent		Increase			Increase
	Amount		of Total		Amount		of Total		(Decrease)			(Decrease)
	({dollars} in tens of millions)
Broadcasting web revenues:
Core	$	359	39	%	$	372	47	%	$	(13	)	(3	)%
Political		144	16	%		14	2	%		130		929	%
Retransmission consent		368	40	%		364	46	%		4		1	%
Production firms		20	2	%		20	3	%		–		0	%
Other		18	3	%		18	2	%		–		0	%
Total	$	909	100	%	$	788	100	%	$	121		15	%

Operating bills (earlier than
depreciation, amortization and
(acquire) loss on disposal of belongings):
Broadcasting:
Station bills	$	309	58	%	$	303	59	%	$	6		2	%
Retransmission expense		226	42	%		214	41	%		12		6	%
Transaction Related Expenses		1	0	%		–	0	%		1		100	%
Non-cash stock-based compensation		1	0	%		1	0	%		–		0	%
Total broadcasting expense	$	537	100	%	$	518	100	%	$	19		4	%

Production firms expense	$	16			$	13			$	3		23	%

Corporate and administrative:
Corporate bills	$	22	81	%	$	18	57	%	$	4		22	%
Transaction Related Expenses		–	0	%		11	34	%		(11	)	(100	)%
Non-cash stock-based compensation		5	19	%		3	9	%		2		67	%
Total company and
administrative expense	$	27	100	%	$	32	100	%	$	(5	)	(16	)%


Selected Operating Data on Combined Historical Basis (Unaudited)

	Nine Months Ended September 30,
		2022				2021			Amount			Percent
			Percent				Percent		Increase			Increase
	Amount		of Total		Amount		of Total		(Decrease)			(Decrease)
	({dollars} in tens of millions)
Broadcasting web revenues:
Core	$	1,090	42	%	$	1,092	48	%	$	(2	)	0	%
Political		260	10	%		35	1	%		225		643	%
Retransmission consent		1,143	44	%		1,071	47	%		72		7	%
Production firms		56	2	%		44	2	%		12		27	%
Other		55	2	%		53	2	%		2		4	%
Total	$	2,604	100	%	$	2,295	100	%	$	309		13	%

Operating bills (earlier than
depreciation, amortization and
(acquire) loss on disposal of belongings):
Broadcasting:
Station bills	$	909	57	%	$	889	59	%	$	20		2	%
Retransmission expense		678	43	%		631	41	%		47		7	%
Transaction Related Expenses		5	0	%		–	0	%		5		100	%
Non-cash stock-based compensation		3	0	%		3	0	%		–		0	%
Total broadcasting expense	$	1,595	100	%	$	1,523	100	%	$	72		5	%

Production firms expense	$	56			$	39			$	17		44	%

Corporate and administrative:
Corporate bills	$	65	81	%	$	47	63	%	$	18		38	%
Transaction Related Expenses		1	1	%		19	25	%		(18	)	(95	)%
Non-cash stock-based compensation		14	18	%		9	12	%		5		56	%
Total company and
administrative expense	$	80	100	%	$	75	100	%	$	5		7	%


Other Financial Data on As Reported Basis (Unaudited)

	Nine Months Ended September 30,
		2022			2021
	(in tens of millions)

Net money supplied by working actions	$	596		$	283
Net money utilized in investing actions		(362	)		(664	)
Net money utilized in financing actions		(279	)		(70	)
Net lower in money	$	(45	)	$	(451	)

	As of
	September 30, 2022			December 31, 2021
	(in tens of millions)

Cash	$	144		$	189
Long-term debt, together with present portion, much less deferred
financing prices	$	6,605		$	6,755
Series A Perpetual Preferred Stock	$	650		$	650
Borrowing availability below Revolving Credit Facility	$	496		$	497

The Company

We are a multimedia firm headquartered in Atlanta, Georgia. We are the nation’s largest proprietor of top-rated native tv stations and digital belongings within the United States. Our tv stations serve 113 tv markets that collectively attain roughly 36 % of US tv households. This portfolio contains 80 markets with the top-rated tv station and 100 markets with the primary and/or second highest rated tv station. We additionally personal video program firms Raycom Sports, Tupelo Media Group (previously Tupelo Honey), PowerNation Studios, in addition to the studio manufacturing services Assembly Atlanta and Third Rail Studios.

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

This press launch accommodates sure forward-looking statements which can be based mostly largely on our present expectations and mirror numerous estimates and assumptions by us. These statements are statements apart from these of historic truth and could also be recognized by phrases akin to “estimates,” “expect,” “anticipate,” “will,” “implied,” “assume” and comparable expressions. Forward-looking statements are topic to sure dangers, developments and uncertainties that would trigger precise outcomes and achievements to vary materially from these expressed in such forward-looking statements. Such dangers, developments and uncertainties, which in some situations are past our management, embody our incapability to attain anticipated synergies from latest transactions on a well timed foundation or in any respect, the affect of not too long ago accomplished transactions, estimates of future income, future bills and different future occasions. We are topic to extra dangers and uncertainties described in our quarterly and annual experiences filed with the Securities and Exchange Commission every so often, together with within the “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections contained therein, which experiences are made publicly out there by way of our web site, www.grey.television. Any forward-looking statements on this press launch ought to be evaluated in gentle of those vital danger components. This press launch displays administration’s views as of the date hereof. Except to the extent required by relevant legislation, Gray undertakes no obligation to replace or revise any data contained on this press launch past the printed date, whether or not because of new data, future occasions or in any other case. Information about sure potential components that would have an effect on our business and monetary outcomes and trigger precise outcomes to vary materially from these expressed or implied in any forward-looking statements are included below the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-Okay for the 12 months ended December 31, 2021, and could also be contained in experiences subsequently filed with the U.S. Securities and Exchange Commission and out there at www.sec.gov.

Conference Call Information:

We will host a convention name to debate our third quarter working outcomes on November 4, 2022. The name will start at 11:00 AM Eastern Time. The reside dial-in quantity is 1 (800) 285-6670. The name might be webcast reside and out there for replay at www.grey.television. The taped replay of the convention name might be out there at 1 (888) 556-3470, Confirmation Code: 898476# till November 24, 2022.

Gray Contacts:

Web website: www.grey.television

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

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

Jim Ryan, Executive Vice President and Chief Financial Officer, (404) 504-9828

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

Effects of Acquisitions and Divestitures on Our Results of Operations and Non-GAAP Terms

From January 1, 2020 by December 31, 2021, we accomplished a number of acquisition and divestiture transactions. As extra absolutely described in our Form 10-Q to be filed with the Securities and Exchange Commission as we speak and in our prior disclosures, these transactions materially affected our operations. We consult with all tv stations acquired or divested from January 1, 2020 by December 31, 2021, because the “Acquisitions”.

Due to the numerous impact that the Acquisitions have had on our outcomes of operations, and with the intention to present extra significant interval over interval comparisons, we current herein sure monetary data on a Combined Historical Basis (or “CHB”). Combined Historical Basis provides impact to the income and broadcast bills of all accomplished acquisitions and divestitures as if they’d been acquired or divested, respectively, on the primary day of the earliest interval offered. It additionally provides impact to sure working synergies anticipated from the acquisitions and associated financings and provides again skilled charges incurred in finishing the acquisitions. Combined Historical Basis monetary data doesn’t embody any changes for different occasions attributable to the Acquisitions except in any other case described. Certain of the Combined Historical Basis monetary data has been derived from, and adjusted based mostly on unaudited, unreviewed monetary data ready by different entities, which Gray can not independently confirm. We can not guarantee you that such monetary data wouldn’t be materially completely different if such data have been audited or reviewed and no assurances could be supplied as to the accuracy of such data, or that our precise outcomes wouldn’t differ materially from the Combined Historical Basis monetary data if the Acquisitions had been accomplished on the acknowledged date. In addition, the presentation of Combined Historical Basis might not adjust to United States Generally Accepted Accounting Principles (“GAAP”) or the necessities for proforma monetary data below Regulation S-X below the Securities Act of 1933.

From time to time, we complement our monetary outcomes ready in accordance with GAAP by disclosing the non-GAAP monetary measures Broadcast Cash Flow, Broadcast Cash Flow Less Cash Corporate Expenses, Operating Cash Flow as outlined within the Senior Credit Agreement, Free Cash Flow, Adjusted EBITDA and Total Leverage Ratio, Net of All Cash. These non-GAAP quantities are utilized by us to approximate quantities used to calculate key monetary efficiency covenants contained in our debt agreements and are used with our GAAP information to guage our outcomes and liquidity.

We outline Broadcast Cash Flow as web earnings or loss plus loss on early extinguishment of debt, non-cash company and administrative bills, non-cash stock-based compensation, depreciation and amortization (together with amortization of intangible belongings and program broadcast rights), any loss on disposal of belongings, any miscellaneous expense, curiosity expense, any earnings tax expense and non-cash 401(okay) expense, much less any acquire on disposal of belongings, any miscellaneous earnings, any earnings tax advantages and funds for program broadcast rights. CHB Broadcast Cash Flow additionally contains changes for Transaction Related Expenses and different changes.

We outline Broadcast Cash Flow Less Cash Corporate Expenses as web earnings or loss plus loss on early extinguishment of debt, non-cash stock-based compensation, depreciation and amortization (together with amortization of intangible belongings and program broadcast rights), any loss on disposal of belongings, any miscellaneous expense, curiosity expense, any earnings tax expense and non-cash 401(okay) expense, much less any acquire on disposal of belongings, any miscellaneous earnings, any earnings tax advantages and funds for program broadcast rights. CHB Broadcast Cash Flow Less Cash Corporate Expenses additionally contains changes for broadcasting Transaction Related Expenses, synergies and different changes.

We outline Operating Cash Flow as outlined in our Senior Credit Agreement as web earnings or loss plus loss on early extinguishment of debt, non-cash stock-based compensation, depreciation and amortization (together with amortization of intangible belongings and program broadcast rights), any loss on disposal of belongings, any miscellaneous expense, curiosity expense, any earnings tax expense, non-cash 401(okay) expense, Transaction Related Expenses, different changes, sure pension bills, synergies, loss from unrestricted subsidiaries and different changes much less any acquire on disposal of belongings, any miscellaneous earnings, any earnings tax advantages, funds for program broadcast rights, pension earnings, contributions to pension plans and earnings from unrestricted subsidiaries.

We outline Free Cash Flow as web earnings or loss, plus loss on early extinguishment of debt, non-cash stock-based compensation, depreciation and amortization (together with amortization of intangible belongings and program broadcast rights), any loss on disposal of belongings, any miscellaneous expense, any earnings tax expense, non-cash 401(okay) expense, sure pension bills, amortization of deferred financing prices much less any acquire on disposal of belongings, any miscellaneous earnings, any earnings tax advantages, funds for program broadcast rights, pension earnings, contributions to pension plans, most popular inventory dividends, frequent inventory dividends, buy of property and tools (web of reimbursements and sure outlined purchases, together with associated capitalized development interval curiosity) and earnings taxes paid (web of any refunds obtained and sure outlined funds). CHB Free Cash Flow additionally contains changes for Transaction Related Expenses, synergies, unrestricted subsidiaries and different changes.

We outline Adjusted EBITDA as web earnings or loss, plus loss on early extinguishment of debt, non-cash stock-based compensation, depreciation and amortization of intangible belongings, any loss on disposal of belongings, any miscellaneous expense, curiosity expense, any earnings tax expense, non-cash 401(okay) expense, Transaction Related Expenses much less any acquire on disposal of belongings, any miscellaneous earnings and any earnings tax advantages.

Our Total Leverage Ratio, Net of All Cash is decided by dividing our Adjusted Total Indebtedness, Net of All Cash, by our Operating Cash Flow as outlined in our Senior Credit Agreement, divided by two. Our Adjusted Total Indebtedness, Net of All Cash, represents the entire excellent principal of our long-term debt, plus sure different obligations as outlined in our Senior Credit Agreement, much less all money (excluding restricted money). Our Operating Cash Flow, as outlined in our Senior Credit Agreement, divided by two, represents our common annual Operating Cash Flow as outlined in our Senior Credit Agreement for the previous eight quarters.

We outline Transaction Related Expenses as incremental bills incurred particular to acquisitions and divestitures, together with however not restricted to authorized {and professional} charges, severance and incentive compensation, and contract termination charges. We current sure line gadgets from our chosen working information, web of Transaction Related Expenses, with the intention to current a extra significant comparability between intervals of our working bills and our outcomes of operations.

These non-GAAP phrases aren’t outlined in GAAP and our definitions might differ from, and due to this fact will not be akin to, equally titled measures utilized by different firms, thereby limiting their usefulness. Such phrases are utilized by administration along with, and along with, outcomes offered in accordance with GAAP and ought to be thought of as dietary supplements to, and never as substitutes for, web earnings and money flows reported in accordance with GAAP.

Reconciliation of Non-GAAP Terms on As Reported Basis (Unaudited):

	Three Months Ended
	September 30,
		2022			2021			2020
	(in tens of millions)

Net earnings (loss)	$	108		$	(17	)	$	122
Adjustments to reconcile from web earnings (loss) to
Free Cash Flow:
Depreciation		33			26			27
Amortization of intangible belongings		52			28			26
Non-cash stock-based compensation		6			3			5
(Gain) loss on disposal of belongings, web		(1	)		51			(10	)
Miscellaneous expense, web		1			1			2
Interest expense		94			48			45
Income tax expense		42			35			43
Amortization of program broadcast rights		11			9			9
Payments for program broadcast rights		(11	)		(9	)		(9	)
Corporate and administrative bills earlier than
depreciation, amortization of intangible belongings and
non-cash stock-based compensation		22			29			11
Broadcast Cash Flow		357			204			271
Corporate and administrative bills earlier than
depreciation, amortization of intangible belongings and
non-cash stock-based compensation		(22	)		(29	)		(11	)
Broadcast Cash Flow Less Cash Corporate Expenses		335			175			260
Contributions to pension plans		(4	)		(4	)		(3	)
Interest expense		(94	)		(48	)		(45	)
Amortization of deferred financing prices		4			3			3
Preferred inventory dividends		(13	)		(13	)		(13	)
Common inventory dividends		(7	)		(8	)		–
Purchase of property and tools (1)		(52	)		(22	)		(19	)
Reimbursements of property and tools purchases		2			3			5
Income taxes paid, web of refunds (2)		(9	)		(91	)		(49	)
Free Cash Flow (1) (2)	$	162		$	(5	)	$	139

(1) Excludes $87 million and $11 million of capitalized development and associated curiosity funds for the Assembly Atlanta mission within the 2022 and 2021 three-month intervals, respectively.
(2) Includes $72 million of earnings tax funds within the 2021 three-month interval, associated to the divestiture of sure stations acquired from Quincy Media.

Reconciliation of Non-GAAP Terms on As Reported Basis (Unaudited):

	Nine Months Ended
	September 30,
		2022			2021			2020
	(in tens of millions)

Net earnings	$	269		$	61		$	186
Adjustments to reconcile from web earnings to
Free Cash Flow:
Depreciation		96			76			69
Amortization of intangible belongings		156			81			78
Non-cash stock-based compensation		17			10			12
Non-cash 401(okay) expense		–			1			–
(Gain) loss on disposal of belongings, web		(6	)		46			(23	)
Miscellaneous expense, web		3			7			5
Interest expense		254			143			143
Income tax expense		101			65			67
Amortization of program broadcast rights		36			26			28
Payments for program broadcast rights		(37	)		(27	)		(29	)
Corporate and administrative bills earlier than
depreciation, amortization of intangible belongings and
non-cash stock-based compensation		66			66			39
Broadcast Cash Flow		955			555			575
Corporate and administrative bills earlier than
depreciation, amortization of intangible belongings and
non-cash stock-based compensation		(66	)		(66	)		(39	)
Broadcast Cash Flow Less Cash Corporate Expenses		889			489			536
Pension earnings		(2	)		–			–
Contributions to pension plans		(4	)		(4	)		(3	)
Interest expense		(254	)		(143	)		(143	)
Amortization of deferred financing prices		12			9			9
Preferred inventory dividends		(39	)		(39	)		(39	)
Common inventory dividends		(23	)		(23	)		–
Purchase of property and tools (1)		(119	)		(63	)		(70	)
Reimbursements of property and tools purchases		7			10			19
Income taxes paid, web of refunds (2)		(128	)		(129	)		(50	)
Free Cash Flow (1) (2)	$	339		$	107		$	259

(1) Excludes roughly $179 million and $91 million of capitalized development and associated curiosity funds for the Assembly Atlanta mission in 2022 and 2021, respectively.
(2) Includes $72 million of earnings tax funds in 2021, associated to the divestiture of sure stations acquired from Quincy Media.

Reconciliation of Non-GAAP Terms on Combined Historical Basis (Unaudited):

	Three Months Ended
	September 30,
		2022			2021			2020
	(in tens of millions)

Net earnings	$	108		$	66		$	180
Adjustments to reconcile from web earnings to Free Cash Flow:
Depreciation		33			32			35
Amortization of intangible belongings		52			30			28
Non-cash stock-based compensation		6			4			4
Gain on disposal of belongings, web		(1	)		(1	)		(11	)
Miscellaneous expense, web		1			1			1
Interest expense		94			78			78
Income tax expense		42			20			39
Amortization of program broadcast rights		11			14			14
Payments for program broadcast rights		(11	)		(13	)		(15	)
Corporate and administrative bills earlier than
depreciation, amortization of intangible belongings and
non-cash stock-based compensation		22			29			11
Broadcast Transaction Related Expenses		1			–			–
Broadcast different changes		–			17			17
Broadcast Cash Flow		358			277			381
Corporate and administrative bills earlier than
depreciation, amortization of intangible belongings and
non-cash stock-based compensation		(22	)		(29	)		(11	)
Broadcast Cash Flow Less Cash Corporate Expenses		336			248			370
Contributions to pension plans		(4	)		(4	)		(3	)
Adjustments for unrestricted subsidiaries		1			1			–
Corporate Transaction Related Expenses		–			11			1
Operating Cash Flow as outlined within the Senior Credit Agreement		333			256			368
Interest expense		(94	)		(78	)		(78	)
Amortization of deferred financing prices		4			3			3
Preferred dividends		(13	)		(13	)		(13	)
Common inventory dividends		(7	)		(8	)		–
Purchase of property and tools (1)		(52	)		(23	)		(22	)
Reimbursement of purchases of property and tools		2			3			7
Income taxes paid, web of refunds		(9	)		(30	)		(71	)
Free Cash Flow (1)	$	164		$	110		$	194

(1) Excludes roughly $87 million and $11 million of capitalized development and associated curiosity funds for the Assembly Atlanta mission in 2022 and 2021 three-month intervals, respectively.

Reconciliation of Non-GAAP Terms on Combined Historical Basis (Unaudited):

	Nine Months Ended
	September 30,
		2022			2021			2020
	(in tens of millions)

Net earnings	$	269		$	208		$	271
Adjustments to reconcile from web earnings to Free Cash Flow:
Depreciation		96			96			94
Amortization of intangible belongings		156			86			85
Non-cash stock-based compensation		17			12			13
Non-cash 401(okay) expense, excluding company portion		–			1			–
Gain on disposal of belongings, web		(6	)		(8	)		(27	)
Miscellaneous expense, web		3			7			26
Interest expense		254			233			233
Income tax expense		101			37			51
Amortization of program broadcast rights		36			41			43
Payments for program broadcast rights		(37	)		(42	)		(45	)
Corporate and administrative bills earlier than
depreciation, amortization of intangible belongings and
non-cash stock-based compensation		66			66			39
Broadcast Transaction Related Expenses		5			–			–
Broadcast different changes		–			57			52
Broadcast Cash Flow		960			794			835
Corporate and administrative bills earlier than
depreciation, amortization of intangible belongings and
non-cash stock-based compensation		(66	)		(66	)		(39	)
Broadcast Cash Flow Less Cash Corporate Expenses		894			728			796
Pension earnings		(2	)		–			–
Contributions to pension plans		(4	)		(4	)		(3	)
Adjustments for unrestricted subsidiaries		5			1			–
Corporate Transaction Related Expenses		1			19			1
Operating Cash Flow as outlined within the Senior Credit Agreement		894			744			794
Interest expense		(254	)		(233	)		(233	)
Amortization of deferred financing prices		12			9			9
Preferred dividends		(39	)		(39	)		(39	)
Common inventory dividends		(23	)		(23	)		–
Purchase of property and tools (1)		(119	)		(70	)		(81	)
Reimbursement of purchases of property and tools		7			12			25
Income taxes paid, web of refunds		(128	)		(96	)		(89	)
Free Cash Flow (1)	$	350		$	304		$	386

(1) Excludes roughly $179 million and $91 million of capitalized development and associated curiosity funds for the Assembly Atlanta mission in 2022 and 2021, respectively.

Reconciliation of Net Income (Loss) to Adjusted EBITDA and the Effect of Transaction Related Expenses and Certain Non-cash Expenses, in tens of millions, aside from per share data (Unaudited):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
		2022			2021			2022			2021
	(in tens of millions, aside from per share data)

Net earnings (loss)	$	108		$	(17	)	$	269		$	61
Adjustments to reconcile from web earnings (loss) to
Adjusted EBITDA:
Depreciation		33			26			96			76
Amortization of intangible belongings		52			28			156			81
Non-cash stock-based compensation		6			3			17			10
(Gain) loss on disposal of belongings, web		(1	)		51			(6	)		46
Miscellaneous expense, web		1			1			3			7
Interest expense		94			48			254			143
Income tax expense		42			35			101			65
Total		335			175			890			489
Add: Transaction Related Expenses (1)		1			11			6			19
Adjusted EBITDA	$	336		$	186		$	896		$	508

Net earnings (loss) attributable to frequent stockholders	$	95		$	(30	)	$	230		$	22
Add: Transaction Related Expenses and non-cash
stock-based compensation		7			14			23			29
Less: Income tax expense associated to Transaction Related
Expenses and non-cash stock-based compensation		(2	)		(4	)		(6	)		(7	)
Net earnings (loss) attributable to frequent stockholders – excluding
Transaction Related Expenses and non-cash stock-based
compensation	$	100		$	(20	)	$	247		$	44

Net earnings (loss) attributable to frequent stockholders per frequent share,
diluted – excluding Transaction Related Expenses and non-cash
stock-based compensation	$	1.09		$	(0.21	)	$	2.66		$	0.46

Diluted weighted-average shares excellent		92			95			93			95

(1) Excludes $7 million of Transaction Related Expenses included in miscellaneous (expense) earnings, web for the nine-month interval ended September 30, 2021.


Reconciliation of Total Leverage Ratio, Net of All Cash (Unaudited):

	Eight Quarters Ended
	September 30, 2022
	(in tens of millions)
Net earnings	$	583
Adjustments to reconcile from web earnings to working money stream as
outlined in our Senior Credit Agreement:
Depreciation		226
Amortization of intangible belongings		300
Non-cash stock-based compensation		35
Loss on disposals of belongings, web		31
Interest expense		505
Loss from early extinguishment of debt		12
Income tax expense		246
Amortization of program broadcast rights		83
Non-cash 401(okay) expense		15
Payments for program broadcast rights		(85	)
Pension acquire		(5	)
Contributions to pension plans		(7	)
Adjustments for unrestricted subsidiaries		9
Adjustments for stations acquired or divested, financings and anticipated
synergies through the eight quarter interval		490
Transaction Related Expenses		88
Other		2
Operating Cash Flow as outlined in our Senior Credit Agreement	$	2,528
Operating Cash Flow as outlined in our Senior Credit Agreement,
divided by two	$	1,264

	September 30, 2022
Adjusted Total Indebtedness:
Total excellent principal	$	6,674
Letters of credit score excellent		4
Cash		(144	)
Adjusted Total Indebtedness, Net of All Cash	$	6,534

Total Leverage Ratio, Net of All Cash		5.17

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