Good day, and welcome to Nexstar Media Group's Third Quarter 2024 Conference Call. Today's call is being recorded. I will now turn the conference over to Joe Jaffoni, Investor Relations. Please go ahead, sir.

Thank you, Sashi, and good morning, everyone. I'll read the Safe Harbor language, and then we'll get right into the call. All statements and comments made by management during today's conference call, other than statements of historical fact, may be deemed forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. Nexstar cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those reflected by the forward-looking statements made during today's call. For additional details on these risks and uncertainties, please see Nexstar's annual report on Form 10-K for the year ended December 31st, 2023, as filed with the Securities and Exchange Commission and Nexstar's subsequent public filings with the SEC. Nexstar undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. With that, it's now my pleasure to turn the conference over to your host, Nexstar Founder, Chairman and Chief Executive Officer, Perry Sook. Perry, please go ahead.

Thank you, Joseph and good morning, everyone. We appreciate you all being with us today. With me here on the call, as always, are Mike Biard, our President and Chief Operating Officer; and Lee Ann Gliha, our Chief Financial Officer. I will start with a summary of recent highlights, followed by Mike's operations review and Lee Ann's financial review, and then we'll open the call for your questions. Nexstar delivered another quarter of financial results for the record books. We achieved the highest third quarter total net revenue in the company's history comprised of all-time high third quarter distribution and advertising revenue, including record political advertising revenue. The September quarter marked Nexstar's third consecutive reporting period of record total net revenue and fourth consecutive reporting period of record distribution revenue. Overall, our strong year-to-date performance yielded $1.4 billion of adjusted EBITDA and $792 million of adjusted free cash flow. We returned 74% of adjusted free cash flow or $590 million to shareholders in the forms of dividends and share repurchases, which reduced our shares outstanding year-to-date by 6.3%, while also reducing our debt outstanding by $146 million. Before my quarterly commentary, I wanted to spend a moment highlighting the benefits not only to the broadcast television industry, but of our place as the largest local television broadcaster in America. From the beginning, we've been clear in our view that broadcast is the bellwether of the linear television ecosystem and the foundational element of every pay TV service as well as every political campaign. And for almost three decades now, Nexstar has consistently created tremendous value for our shareholders because of the enduring value of our scaled assets and our superior business model. Our diversified media platform produces and distributes the programming that consumers want to watch, which is led by…

Thanks, Perry and good morning, everyone. As Perry referenced, we delivered record third quarter net revenue of $1.37 billion compared to $1.13 billion in the prior year quarter. Nexstar's 20.7% increase in net revenue was primarily due to growth in distribution revenue and advertising revenue driven by political. Our all-time high third quarter distribution revenue grew 20.2% year-over-year to $719 million. That distribution revenue growth benefited from the comparison with the third quarter of 2023 that included a period when Nexstar stations were dark with one MVPD. That growth also reflects the benefit of favorable distribution contract renewals in 2023 annual rate escalators growth in vMVPD subscribers the addition of CW affiliations on certain of our stations and the return of partner stations on one MVPD in January, which together more than offset MVPD subscriber attrition. All in on an apples-to-apples basis distribution revenue grew mid-single digits and net retrans grew high single digits. Excluding the removal of partner stations from certain MVPDs our subscribers grew in the quarter in the low single-digit range reflecting the benefit of the new launches of our CW MyNetworkTV and independent stations on YouTube TV and other VMVPDs the addition of new CW affiliations at Nexstar stations and recent station acquisitions. Taking a closer look at distribution. Over the last renewal cycle we made notable progress completing distribution and network affiliation agreements on favorable terms while expanding distribution of our Nexstar-owned national services including The CW and NewsNation. As Perry described in more detail we believe this performance is testament to the value and power of our programming and scale. In July, Nexstar and our partner stations reached agreement with CBS to renew our affiliations in 42 markets. As part of that negotiation two Paramount-owned independent stations in Miami and Detroit both top 20…

Thank you, Mike, and good morning, everyone. Mike gave you most of the details on the revenue side, so I'll provide a review of expenses, adjusted EBITDA and adjusted free cash flow along with a review of our capital allocation activities. Together, second quarter direct operating and SG&A expenses, excluding depreciation, amortization and corporate expenses increased by $22 million or 3%. The increase was primarily due to increased programming costs due to the variable fees related to the period of time we were dark with DIRECTV last year and the expansion of news programming. Q3 2024 total corporate expense was $53 million, including non-cash compensation expense of $19 million compared to $52 million, including non-cash compensation expense of $16 million in the third quarter of 2023. The increase of $1 million is primarily due to increase in non-cash compensation expense, offset in part by reduced legal fees. Q3 2024 depreciation and amortization was $190 million versus $220 million in the prior year quarter, a decline of $30 million. Of these amounts included in our definition of adjusted EBITDA is $70 million related to the amortization of broadcast rights for Q3 2024 compared to $98 million for Q3 2023. The reduction of amortization of broadcast rights by $28 million was primarily due to lower programming costs at the CW by $26 million as we replace more expensive programming with less expensive programming. Q3 2024 income from equity method investments, which primarily reflects our 31% ownership in TV Food Network, declined by $7 million in the quarter or 29% primarily related to lower advertising revenue. Putting it all together on, a consolidated basis, third quarter adjusted EBITDA was $510 million, representing a 37.3% margin, an increase of $231 million from third quarter 2023, adjusted EBITDA of $279 million. This improvement is due…

Thank you. We will be conducting a question-and-answer session. [Operator Instructions] The first question is from Dan Kurnos from Benchmark. Please go ahead.

Great. Thanks. A few quick ones here. Perry, just how likely do you think regulatory changes? And how does that affect your capital allocation plans given the change in administration? And then on NewsNation, it was a good watch on linear by the way on election night. Do you think these NewsNation benefits from some of the headwinds swirling from advertisers worried about brand safety? And then lastly Mike and/or Lee Ann, just on the CW, the math suggests you're getting pretty close to profitability here. So I just love to get an update on the path going forward now? Thanks.

Okay. That's a lot. Let me start with deregulation. Obviously, the number one legislative priority of Nexstar and our trade association NAB is the deregulation of ownership at both the national and the local level. When you step back and look at it, our industry's real competition comes from big tech companies who have unfettered access to every screen in America from phones, desktops to the TV in the living room, yet our ability to compete with those behemoths is stymied by regulations that were last updated in 2004. To preserve local journalism this industry needs strong companies who can compete on a level playing field for both viewers and advertisers on every screen in America, not just some of them. And the time is now to seek this reform and Nexstar is once again prepared to lead. We've established our own government relations presence in DC to work with both the regulatory agencies and the new Congress. And ultimately Dan we see this as a bipartisan issue appealing to Republicans due to its deregulatory nature and to Democrats as a consumer issue by preserving local news service in communities across the country. While we're on the subject, I'd like to take a moment to interject a little history for context. I took the company public in 2003 at roughly a 12 times EBITDA multiple due in part to the prospect of deregulation coming from the 108th Congress, which took office in January of 2004. My point being that progress on deregulation has been a catalyst for multiple expansion in the past. So we plan to move with a sense of urgency on this as well as push for the formal adoption of ATSC 3.0 as our industry's transmission standard. That is our -- and our trade association's number two…

And then on -- as it relates to The CW you saw that obviously we've year-to-date reduced the losses there by about $119 million. I think we've previously said in the fourth quarter we're going to probably give a little bit of that back, but we'll still be hitting our target of over $100 million of improvement in the year. In 2025, we expect to continue the trend in terms of improvement. And with I think Mike mentioned this in his call, we've got a significant percentage of the distribution deals up for renewal for The CW in 2025, which should position us well for 2026. So right now it's really kind of more about got our programming in place a lot of good sports programming that's very nicely rated and it's now about driving advertising revenue and distribution revenue to get us over the top.

Super helpful. Thank you so much.

The next question is from Benjamin Soff from Deutsche Bank. Please go ahead.

Hey. Good morning. Thanks for taking my question. I appreciate all the color on the video ecosystem. I'm wondering, you guys have a big round of renewals coming up next year. How do you see the ecosystem during that round of renewals compared to prior cycles as far as your ability to take price or any other important factors? Thanks.

Well, I think the biggest unknown obviously is the rate of attrition. We opined on that. And I think there's, data points out there to support our point of view. I think in terms of how distributors are approaching deals, I think you can look at the recent trends and obviously from DIRECTV to Charter in particular they've pursued a model of bundling D2C products with their linear video. As Perry said in his opening remarks, we sort of look at ourselves in the same boat as FOX in that regard which is that's kind of someone else's war to worry about how do they reconcile their D2C products with their linear. In terms of how do we sell our linear products, I think we'll sell them the same way we always have and in fact with increasing appeal at The CW and at NewsNation for the reasons that we articulated. So I think we'll go into the business the same way we always have. We think our content will not only continue to resonate. But as we mentioned in terms of the concentration of viewers who are more prone to watch our programming inside the bundled TV ecosystem we think we'll go from strength to strength on that going forward.

And then on core advertising, I was hoping we could drill a little bit more into any categories or local versus national that you guys saw sort of play out during the quarter? Thanks.

Yeah. I mean, look, from a category perspective we had about 54% of our categories were down which was an improvement over Q2, but that was in part aided by the impact of the Olympics. I think the -- as our large -- in terms of categories, in terms of what was down and what was up I think our largest declining category was Auto and that was I think driven in part by a couple of different things. One is just the fact that the dealers have lower inventory on their lots. And it's just interest rates are just so high with respect to what the consumer can leverage. As it relates to just kind of local versus national, in the quarter we saw sort of a similar trend that we've been seeing, historically which is our national revenue is down kind of in the teens percentage and local was kind of more stable, but that's been the continuation of the trend that we've seen overtime. We continue to do very well from a local perspective, on the digital side of things with our revenue up double-digits in terms of growth on the digital side.

Thanks. That's helpful.

The next question is from Steven Cahall from Wells Fargo. Please go ahead.

Thank you. So your full year political number, I was just wondering if you could put that in context of some of the guidance you gave during the year. I think that was something like low-teens percentage of broadcast political spends. I think the dust is still settling in terms of what the overall cycle was and what it was for broadcast. So just curious how that number kind of fits in there. And certainly with at least one of your peers we saw some money move late in the cycle. So it does seem like we continue to get more and more dynamic, but also bigger cycles. So again, I would just love to kind of get your context within all of that. And then, you talked about the 54 CW affiliate stations you now have. How do we think about what net retrans looks like for The CW at this point? And what you're able to drive there from a cash flow perspective? Is that one of the key contributors to the improvement in losses in the quarter? And I was wondering if you have any thoughts about maybe when you might get to a breakeven on The CW. Thank you.

So, on the political side of things, we have talked about a low-teens market share. Obviously the dust is still settling on what the numbers are, but we believe we were in line with what that guidance was. I think one thing just to note Steve is that, there's a lot of political numbers out there in terms of what the revenues are. They talk about the cycle. The cycle includes 2023 and 2024, so you just need to make sure when you're looking at those numbers that you kind of parse that apart in terms of the expectations for the individual years. In terms of the election money, I think, yeah, we did see like it was a little bit of a different year in terms of the money kind of moving around. And a number of the largest markets for spending were some markets that made that Nexstar wasn't even in. But I think at the end of the day, we still achieved a record year here versus the 2020 presidential election as of Election Day. And that's really just a testament to the breadth of our portfolio and the fact that when that money moves usually we're there to catch it. There are some situations where we're not there, and that does have an impact on the margin. As it relates to the CW in terms of the profitability and bringing back those affiliations in-house, the CW's profitability is only affected by the Nexstar ownership to the extent of the intercompany distribution agreement, right? Because the CW has affiliation agreements with Nexstar and with all the other affiliations. That is not sort of a material driver of these improvements in terms of the revenue that we track this, including and excluding those factors. So it really has not been a driver at all for that improved profitability. And look, we are continuing to set up to achieve the profitability time line that we talked about, and we'll have more on that in our year-end results when we set out the guidance for 2025.

Thank you.

The next question is from Jason Bazinet from Citibank. Please go ahead.

I just want to follow-up on your regulatory comments. I get your point about sort of a broad regulatory push at the national and local level going through Congress, working with Democrats and Republicans. But my question is, is there a subset of issues that you're interested in that could just make its way through a rule-making at the FCC that could be sort of simpler and we sort of already have the Democrat/Republican backdrop, given that we know the answer to the presidential election? Or is that not the right way to think about it, we should be focused on loss getting passed or bills coming out of Congress and getting signed by the executive.

Well, I think that more likely than not legislation will be needed, particularly to change the national cap because that's how the current cap was established. However, when you look at end market caps or rules or regs, those likely could be dealt with that an administrative level, either through the quadrennial review process or other processes to be determined. So I think it's a mix of both. And obviously, we will be as present in the agencies as we are on the hill to press for ownership reform that would reflect today's -- the realities of today's marketplace. And to provide that is exclusively the province of the agencies in terms of moving from experimental licenses to -- to actual licenses to the end of the simulcast requirement for that to sunset and then ultimately, to a potential flash cut mandate to date -- those are all things that could be dealt through the administrative process. So we'll be working all angles there to try and deliver meaningful progress not only for our industry, certainly our company, which will benefit our shareholders.

That's super helpful. Thank you for clarifying.

The next question is from Craig Huber from Huber Research Partners. Please go ahead.

Yes. Thank you. My first question, Perry, we haven't heard from you in a while alternative uses of spectrum here, how to potentially monetize that going down the road. I know it's a long-term proposition. Some big upside potentially for you in the industry. But what have you guys been working on lately. Is there anything new to talk about shareholders? That's the first question. Thank you.

Sure. There's a lot that we're working on. And in conjunction with other companies in the space, we're just not really ready to announce anything or say anything. I continue to believe that we will have our first contracts this year, money paying beyond multicast that would be for ancillary uses of the spectrum, they will not be for significant dollars, but they will be proof points that people are willing to establish a proof of concept of whether it's navigation or offloading data transmission or digital signage or things like that. There is a lot going on, and Mike Biard is leading a lot of those efforts along with Brett Jenkins, our CTO, in the space. And Mike, I don't know if you want to add any color, but the lack of announcement is not for the want of activity because there's plenty going on behind the scenes.

No, I think that's exactly right. I think we'll save our announcements for the moments of substance.

Okay. Thank you very much. My second question, the CW loss is down $30 million to $36 million year-over-year in the third quarter. Is there anything that you guys would want to call out to help drive those losses lower? Is it all just cost savings? Or is there anything on the revenue side you can call out as well?

Well, I'll speak first, and Lee Ann can jump in. And I just -- I do want to clarify that she said earlier, the improvements at the affiliate side of the level, our owned and operated affiliates is on the station side level and none of those improvements are being used to offset any operating losses at the network level. So the CW pays -- is a pay as you go, if you will. But as it relates to -- obviously, we have increased the amount of hours of programming of the network by 40% that is due almost exclusively to the expansion of sports. And so that's a daypart that we weren't selling before. And so there's new revenue, fresh revenue coming there. And so it is a combination of new opportunities for revenue and certainly cost cuts. And again, I want to reiterate that we increased the programming hours by 40% while reducing the programming costs substantially. So there is a lot of attention to making this network operate in the realities that people are willing to pay for live events and live sports and less and less for scripted programming. And so we're continuing to pivot the network in that direction to take advantage of both the revenue and the opportunity to save costs there. And Lee Ann, do you have any more detail you want to offer?

Yes, I mean, look, I think in the third quarter, you can track -- you'll see it in the Q when it gets published later today. You can just see the improvement in terms of the amortization of broadcast rights, which we break out in the Q. So a good portion of the improvement on year-to-date has been really kind of on the programming side. In the quarter, we did have improvement on the revenue side. So it's kind of a combination of both, but more so on the cost side at the moment.

And my final question, if I could. You guys talked about being down low double-digits for ad revenue in the fourth quarter, obviously hurt by political displacement as you talked about. If you could isolate just the month of December, how the bookings or the TV pacings are looking December year-over-year at the same juncture, is there any material change there in the trend which we've seen in prior months before this displacement came through? Is the underlying trend looking better in December? Or is it more of the same?

Well, it is, but it's also obvious that it would because there is less demand for political revenue. And again in 2020 we had a substantial runoff in the State of Georgia, which we're not anticipating that would put pressure on our inventory for stations in those states nor would we have that additional political revenue to add to the total. So yes, the pacings are better in December than they are in November, but we expected that.

Yes, absolutely. I mean, yes, it's definitely significantly better in December than it is December or October, November.

Sorry, when you compare December versus a year ago, how December was looking at this juncture? How is that trend looking?

Yes, that's what pacing is. So that's what we're comparing it versus the prior year period and also sequentially.

Yes. But are you asking what the 2023 versus 2022 growth rate was versus the 2024 versus 2023 growth rate?

I'm just trying to get a sense of what the bookings at this stage today on two days after the election, looking out into the month of December, how is that looking versus December last year at the same juncture three-plus weeks or before the month starts.

Yes, we don't really give pacing down to the week-by-week, day-by-day basis here. bookings are looking better in terms of they are less down in December of 2024 than they were in October and November of 2024. And I think directionally, that's about all the level of detail we're comfortable giving at this point. We're not going to start to establish updating our pacing by the day.

Okay. Thanks, guys.

The next question is from Jim Goss from Barrington Research. Please go ahead.

Thanks. Following a little to the discussion we've been having here. Is it reasonable to think that the next near-term phase of growth is more likely to come from cost efficiencies more than revenue growth as retrans levels and CW and News Nation are still in relatively early stages of their development? Or are there other drivers that we should be focusing on -- on the revenue side?

Look, Jim, I think at a macro level there's a lot of elements at play. There's a school of thought out here that much like the stock market you will see a relief rally in spending because the uncertainty is out of the market. And if the Fed cuts interest rates later today that could continue to add to it. Now, whether that happens or not we don't know. But I think there is a general sense that Republic administration will be better for business than a Democratic administration would have been. How that manifests itself going forward? Is there a cut in the corporate tax rates, generally that could impact people's interest willingness and capacity to spend on advertising? I do think as Lee Ann and Michael mentioned, we are looking throughout the organization to mine efficiencies and realign reporting structures and workflows to represent not only the realities of our business the realities of the economic environment. And so there will be continued elimination of what we believe to either be duplicate or non-necessary costs. That's been a part of our DNA I think since I founded the company almost 30 years ago. And obviously, with new revenue opportunities given the growth at NewsNation and the addition of sports at The CW, I think all of those elements cumulatively will go into forming our outlook and guidance for 2025 which as Lee Ann mentioned we will be delivering to you early in the year when we report our Q4 results.

All right. Thanks. One other thing. I'm wondering are you -- do you have or could you update us on app-based delivery of full local affiliates and smart TVs rather than the fast versions and whether or not pursuit of that benefits your ad revenue dollars in a meaningful way?

Sure. We're in the process actually of expanding those products right now. So when you talk about full affiliates being delivered via apps, I think you need to make a distinction between the big four affiliates versus our independent stations. And then inside the big 4 the network programming versus the non-network programming. Obviously, we don't have the right to take the network programming outside of The CW onto digital apps that we control. So our business there much, as it already is in the case of KTLA WGN for instance where we have some robust apps with healthy audiences there that are comprised primarily of local programming in fact almost exclusively of local programming including digital-only programming. We will continue to take that model and expand it across the company. We're in the process of doing that. I think you'll see some announcements of launches certainly this year and going into Q1 at scale.

So the full live local affiliate of any of your major network affiliates is -- will require some further agreement with the networks even though you would be providing them with that distribution opportunity as well?

Yeah, that would require an agreement with the big four networks. You can look at what they're doing. They don't even do that really for their own businesses right? You don't see the networks doing their full live network streaming inside individual station apps. Those are concentrated inside network apps and their D2C products. So down the road would they be interested in expanding the reach by doing things like that with us? We certainly hope so. I think it would be something to consider but that's not on our road map right now.

Okay. Maybe one last one. When you were talking about the deregulation potential. I guess one of the holy grails was a duopoly of top four station -- two of top stations in large markets. Do you think that's a more realistic opportunity with the new Republican administration?

Yes, Jim that opportunity exists today, but it requires a waiver from the FCC and there's no presumption on that. So there is an opportunity how realistic that is to actually access under the current administration. You haven't seen a lot of announcements of combinations of big four two of the top four rated stations in the marketplace. And it's not just big four, it's top four in terms of their viewership. So in theory that opportunity already exists in practice in Republican administration maybe it will be easier to access and act upon.

All right. Thank you very much.

The next question is from Barton Crockett from Rosenblatt. Please go ahead. Q – Barton Crockett: Okay. Thanks for taking the question. The regulatory situation is just very interesting, given the change and also a discussion from some others on earnings calls, here in your sector. And I was just wanting to kind of ask, about one of the regulations specifically, the ownership cap at 39% maybe adjusted for the UHF, which obviously Internet guys, don't face. There's an inequity there. What do you think are the prospects potentially for that being eliminated that ownership cap? And if it was given all the other antitrust concerns, do you think it would matter for you guys? Or do you think that could be maybe a big opportunity to get back into the M&A game?

Yes, I think it would be a huge opportunity. And listen, you've made the case, if you'd like to join our growing GR team in DC, we've got some openings, but we see the time being now and we see it as I said in my remarks to the first question, the bipartisan issue. Republicans would see it as deregulation, good for business Democrats. And in fact, all people would see it as an avenue to preserve local journalism. Every congressmen and women, I've spoken to in the last year, does not want a future where their news is delivered by a chat bot office server hopefully, from somewhere in this country, but no one really knows. And so what do we need to do to preserve local journalism? Well, you have to have strong companies that are producing that journalism. And they have to be able to compete with an even playing field, with big tech who has unfettered access as I said to every screen in your house, my house, my car, my pocket. And currently, we're kept to 39% over the UHF discount. Maybe you can do a little better than that, but we can't reach every television home in America, with our local station footprint. And so to preserve that last mile, we think the -- there is -- the Republic has a vested interest in maintaining a free and independent press. And we see broadcast journalism remaining or becoming that last bastion of a free and independent press, at the local level. And so, there's no one that can look you in the eye with a straight face and say that the current regulations make any sense. But as the head of our GR operation Washington DC says, one of the hardest things to do…

Well, I think if you rewind the tape of this call, and review the comments we've said, that we have very little interest in establishing our -- expanding our cable network portfolio. Now as I always say, there's a price for everything. But if we had the opportunity to expand our broadcast portfolio and the cable opportunity on our desk at the same time, the obvious one we would focus on is broadcast. We believe in the broadcast model, the presence, in the ecosystem, its status in the ecosystem. And so -- and I think by the fact that we have built the largest local broadcast company in America, it's obviously, where our interest and preference would lie. Q – Barton Crockett: Okay. And I apologize, if that's a duplicate question just juggling some other things coming in. But thank you, for the answer. I appreciate it.

This concludes the question-and-answer session. I would like to turn the floor back over to Perry Sook, Chairman and Chief Executive Officer for closing comments.

Well, thank you very much, operator. I just want to finish by saying our strong financial framework combined with our significant free cash flow, generative nature of our business continues to enable Nexstar to deliver strong levels of free cash flow, while maintaining a strong balance sheet and low leverage. Looking ahead, we'll continue to execute against our long-term strategies taking the necessary actions and making the required investments to shape the future of the company, while delivering long-term growth and outsized returns to our shareholders. Thanks everyone for joining us today and we look forward to speaking with you again, in February, when we report our Q4 results.

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.