Greetings, welcome to the Sinclair Broadcast Group First Quarter 2020 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] Please note this conference is being recorded.I'd like to turn the conference over to Lucy Rutishauser, Executive Vice President and Chief Financial Officer. Thank you, you may begin.

Thank you, operator. Participating on the call with me today are Chris Ripley, President and CEO; Rob Weisbord, President of our Local News and Marketing Services Division; and Jeff Krolik, President of FOX Sports Network.Before we begin, Billie Jo McIntire will make our forward-looking statement disclaimer.

Certain matters discussed on this call may include forward-looking statements regarding, among other things, future operating results. Such statements are subject to a number of risks and uncertainties. Actual results in the future could differ from those described in the forward-looking statements as a result of various important factors. Such factors have been set forth in the Company’s most recent reports as filed with the SEC and included in our first quarter earnings release. The Company undertakes no obligation to update these forward-looking statements.The Company uses its website as a key source of company information which can be accessed at www.sbgi.net. In accordance with Regulation FD, this call is being made available to the public. A webcast replay will be available on our website and will remain available until our next quarterly earnings release.Included on the call will be a discussion of non-GAAP financial measures, specifically adjusted EBITDA, adjusted free cash flow and leverage. These metrics are not meant to replace GAAP measurements, but are provided as supplemental detail to assist the public in their analysis and valuation of our company. A reconciliation of the non-GAAP financial measures to the GAAP measures in our financial statements is provided on our website under Investors, Non-GAAP Measures.Chris Ripley will now walk you through our operating highlights.

These are unprecedented times for the country and the world that we are going through as a result of COVID-19. I'm sure everyone has personal stories that how this is affected their lives and we at Sinclair are no different.I'm very proud of our employees who have stepped up and positively impacted their communities in many different ways. These Sinclair heroes are making protective gear for those who are most vulnerable in their communities, shopping for senior citizens who cannot leave their homes, and creating online book clubs to help children learn and stay occupied during this difficult time.Our stations are actively involved in fund raising efforts for their local communities, having raised millions of dollars in a short period of time. We at Sinclair, like all of America are strong and resilient which will see us through this challenging environment. The big question on everyone's mind at the moment is how COVID-19 is impacting our business and industry and how we're responding.For the first quarter, the financial impact is relatively small, impacting our media revenue guidance by 2%. However, we were switched to react on the cost side and ended up growing EBITDA as compared to our guidance. In our legacy businesses, we did see attrition from some advertisers very late in the quarter, which caused our core advertising to come in lower than expected.However, political revenue held up and came in at the mid range, sort of the midpoint of our range, reflecting the strength of the category. In our Sports segments, the NBA, NHL and MLB postponed their seasons beginning in March, which had a relatively small impact on our EBITDA for the quarter. While the postponement of the games resulted in lost advertising dollars, the impact was mostly offset by the absence of direct costs for…

Thank you, Chris. We at Sinclair hope that everyone is safe and healthy. And as Chris pointed out, we'd like to give a shout out to our employees who have ensured we remain on the air and keep you, our viewers informed and entertained. We'd also like to thank our staff for a quick and smooth transition to work from home. Your positivity, creativity and commitment had been inspiring.Despite the impact COVID-19 had on revenue towards the end of the quarter, we still exceeded our EBITDA and free cash flows guidance. Keep in mind that the inclusion of this fourth segment this year, which was in last year's first eight months numbers is responsible for many of the larger changes in our actual results versus the same period last year.Therefore in many cases, I will be speaking about results versus prior year pro forma, which is a much more meaningful comparison and assumes we own the RSNs in those periods. Our Q1 actuals and much of our guidance is in this morning's earnings Release, so rather than spend time on the call repeating those numbers, our focus on key financial metric of the consolidated company and each silo.For the consolidated company, immediate revenues for the first quarter increased about $900 million, due primarily to the inclusion of the Sports segment. On a pro forma basis, total media revenues were down versus last year's first quarter media revenues of $1.618 billion. As higher political and digital ad growth, as well as higher distribution revenue at our legacy business, only partially offset the absence of DISH revenues in this Sports segment and COVID impacts on ad revenues in March across all segments.As a reminder, our legacy business consists of our local news and marketing services segment as well as our corporate and…

[Operator Instructions] Our first question is from Aaron Watts with Deutsche Bank. Please proceed.

I wanted to start with a question on the STG side. I'm curious what your sales force is seeing and hearing on the ground, in your markets as it pertains to SMBs. They've been called out as being perhaps most impacted by what is going on now. And it also cares how important those small medium sized businesses already overall advertising mix. And whether you see the pullback from that category is temporary in nature, has more of a permanent tilt this time or perhaps somewhere in between?

Well, I'll let Rob Weisbord comment on that, as it relates to the local news division. My take is that, the SMBs are getting hit pretty hard, probably, much harder than the larger national advertisers. When I do think, it's not permanent. They will bounce back when things return to normal. But so I'm going to let Rob speak further to that.

Yes. And I agree with what Chris stated is, we're doing virtual lunches and learns. We're educating the SMBs on various marketing services that they might not have had time to learn, given us the time to be able to demonstrate what solutions coming out of COVID-19 would be applicable for their business.We do see them returning, short term. They'll have to re-staff, get open that their cash flow is going, but we've see a return to their business. Automotive, at the midpoint of this home-sheltering to-date was considered essential business. And they will need to move their 2020 autos off the lot, so we expect that to be robust in the back half of the year. And our marketing service has continued to keep us strong as a focal point during COVID-19.

Okay. Got it. That's helpful context. If I could ask one question on the Sports side, Lucy, I think of as you were walking through all the numbers, it seems like the 1Q distribution revenues were a little lighter than your guide. And I apologize if I missed this, but what was the main factor in that?

So when you think about, the sports side was a little bit negative. The news side, local news side was a little bit positive, and in aggregate, we were pretty much right on the guidance. It really, it's just a matter of within those markets, the difference in the churn versus what we had estimated. So again there's are not material changes. And when you look at the total company together, we were pretty much at what we guided to.

And if I could ask one last one and I appreciate the time, just bigger picture. Does the current environment have any impact on your upcoming distribution renewal discussions, I think particularly with Comcast coming up this summer?

So, we don't think that will have an impact on those negotiations, as we mentioned, that will occur a lot more news on that likely the summer. We do expect force to resume, more than likely sometime this summer. And so, we also think from the data we've seen that there is going to be a very large pent up demand for sports. In fact, there was a survey we were just looking at that was done at this 23% of the population is looking to upgrade their TV service, in order to watch live sports when it comes back. So, we think that return to live sports is going to be bigger, bigger than, than normal and really drive incremental activity. So in some sense, I think this gives us a stronger hand.

Our next question is from Dan Kurnos with The Benchmark Company. Please proceed.

Thanks. Good morning. Chris, really helpful additional color on just sort of the economics on the DSG side. Just curious, I know you made the sports comment and for what it's worth, press, we just heard that the virtual Kentucky Derby got a four rating. So if that's not pent up demand for sports, I don't know what is. But just, for the full year, I guess I'm just trying to understand, you know, it's hard to handicap one sports, maybe it's Q4, but is there any color you can give us around, its sport doesn't return in Q4. Kind of how that plays out, how that nets out distributions against, sports rights fees that you'd have to pay, how that would impact EBITDA?

I would refer back to my prepared comments in terms of everything that we can say without violating our agreements in terms of confidentiality. That gets into pretty good detail about how the payment flows work. And in terms of what we're expecting, like we don't know how many games will ultimately be played. But we do expect less than the, the normal amount of games to be played. And that should result in some sort of rebate situation where, the teams play to get paid less than the MVPDs get a rebate. And so, we essentially just -- those, we do have a very good model in terms of offsetting revenue declines and expenses. So, we should be fine in any conceivable scenario.

Okay. That's helpful color. And then just on the STG side, the TV side. I think if you pull out other, your core is kind of down, a little bit north of 39-ish at the midpoint. I know you said 32 to 39, but that might be including other. I'm just -- from category perspective, I know you guys once called out education. I know that's been maybe challenged with everybody, going online now. But just curious, if you could give us some more category color and even just, what you're seeing or conversations with advertisers you're having in may in terms of cancellations and sort of pace over the next few quarters and how that kind of evolves?

Great. And we're going to have Rob Weisbord to answer that question.

So, actually in education, we've seen a lot of a company, lot of colleges, universities, trade schools, going to advertise their online classes. So where the traditionally universities are now going virtual, those that are specialized in online have stepped up their marketing budgets. And so, we are in position as we focused on becoming specialists from generalists and the same thing that we see in the attorney category.We expect the attorneys coming out of it unfortunate, when you read the data, there's predictions that divorce will be at a higher rate than the norm as well as bankruptcies. So, we're seeing the service category robust as it can be through COVID-19. And again, as previously stated, there will be a short-term lag as cities and states starts to reopen. But we see recovery, if all things go as planned, and we don't have a secondary way by towards the end the third quarter and robust fourth quarter.

Rob, can I just -- just on the auto just because you mentioned it before, I mean, historically, when you've had to shut down in productions and its reopen. I know we've talked about dealers, but usually you have kind of a big OEM ad campaign. Is that something you guys are anticipating hopeful of and maybe kind of June July timeframe?

Yes, we are anticipating, so part of our give back to the community we've been very focused on the give back from an on-air standpoint is campaigns that we have run that we are open, and we have focused in most of our marketplaces on the automotive groups, the local auto groups, the regionalized groups to promote that they've been open. Their service departments have never shut down. So, we believe that goodwill that we've extended will come back to us and we remain in contact with all our auto dealers.

Our next question is from John Janedis with Wolfe Research. Please proceed.

Chris, long term does the current situation with lack of live sport intact, the way you think about distribution? I guess, meaning, is there a consideration to move more aggressively to a streaming distribution model? And so, how could STIRR play, into it? And then I guess sticking with distribution and sports, any update on DISH?

Sure. So look, I think it's inevitable that we have more streaming slash direct consumer offerings over time. We're already we've already been headed in that direction. And so, that's certainly going to be part of the model going forward, but we don't do that at the extent of our existing distribution partnerships. We do that to be complimentary to add additional value to their ecosystem and also add additional value to our viewers and additional revenue streams.So, its -- I find that a lot of analysts thinks it's an either/or proposition, and we just don't see it that way. We are approaching the market with complimentary value enhancing offerings. And as it relates to DISH, as I think Lucy mentioned, in our guidance, there is no updates on DISH.

Our next question is from Avi Steiner with JP Morgan. Please proceed.

Thank you for the question. A couple of here, one, if the sports were to be off a little bit longer, can you talk about the cost savings you may be able to achieve at the Diamond at low -- above and beyond sports rights? And then I've got a couple more. Thank you.

Well, the primary cost savings for Diamonds beyond sports rights is the production expenses, and those will fall away. Beyond that, we have tightened our belt in numerous areas like travel, entertainment, open positions and things like that.

Great. And on the point that, you'll be fine and any true-up for minimum under deliveries. How should we think about that then, I know it's early, but would assume maybe a net outflow when all is said and done between sports rights reduction versus distributor give back? And just want to confirm related to that, that you feel very comfortable with your -- if you feel comfortable with your liquidity in the event that happens? And then I've got one more and thank you.

Sure. So I'll deal with the liquidity question first. That's a pretty simple answer. We are fine from those liquidity perspectives. We're not concerned there. And then in terms of rebates, as I mentioned, we think we're likely going to be headed into a situation where there is rebates. We don't know the magnitude of those, till we get more clarity on when the games we played and how many will play. So, what we will do though is, update our guidance. Once we have a clear picture, my guess is that will be the next quarter. And from there you'll be able to tell, what the impact is.

Okay. And I'll end it at this. Your cash balance at Diamond, I think, is $486 million. You talked about securities prices that the other silos, but at Diamond you contacted that cash and some of the comments you just made in terms of potential give back. How do you think about all of that in the context of your current bond trading levels? And I'll leave it at that. Thank you all for the time.

So, I'll take that one too. So when you look at the securities across all of our both silos as well as our equity, they're all trading at discounts and we view that as a liability management opportunity. We did buy some of the Diamond bonds at the end of the quarter, at a deep discount as well as the equity. And as you can imagine in this environment where everything's trading, we've had numerous proposals put in front of us by the investment banking world, and we are looking at various financing alternatives to figure out what is the best way to optimize the capital structure, be opportunistic and deliver. So, we'll let you know if there's more to come in that regard.

Our next question is from Davis Hebert with Wells Fargo. Please proceed.

Hi, good morning everyone. I hope you guys are well and staying safe. Just I had a couple of questions about the Diamond side. Chris, you suggested the on the true-ups, you perhaps will seek them. Any idea whether those would be in cash? Can you spread those out over time? Is it something that's purely negotiable giving given the precarious situation we're in?

It is not negotiable. In fact, there are contracts on both sides of the equation are quite clear. And the reason why this you might be wondering, who would have anticipated such an event? Well, this has been anticipated mainly because of strikes and the potential for games not to be played. And so, the contracts are not they are quite clear. And as I mentioned, generally things are true up either at the end of the season or the end of calendar year.

Okay. And then I wonder if you could touch on the YouTube deal given, I guess they didn't take all the RSNs didn't take, YES. And just curious is, is this just a short term fix? Or is this a template for future deals? Kind of how were you thinking about that deal specifically and more broadly for distribution?

Yes, YouTube, we'll have to see, they were, they're under a lot of cost pressure to make that offering breakeven. And so, it was really a cost exercise for them. And some of the RSNs, they ultimately didn't take were the more expensive ones in the larger markets. So, that's what really drove the outcome there. I think it's a unique situation in terms of what they decided they wanted to do, and I don't think it really has any broader implications.

Okay, great. And just last question. How many bonds did you buyback at the Diamond sports entity? And Lucy, in terms of financing alternatives, would that include perhaps exchanges to capture discounts at the Diamond sport entity? And thank you for the time.

So, Davis, we paid about 2.5 million for almost 5 million of face value. And that was on the unsecured notes of Diamond. And then really, as I said on the financing side, we have a lot of proposals in front of us that we're evaluating. And again, once we know the path that we want to go down, we'll let everybody know.

Our next question is from Steven Cahall with Wells Fargo. Please proceed.

Thanks for taking my question today. Maybe just first a big picture question. You know, the RSNs have gone through a lot of unexpected challenges between DISH and coronavirus' impact on sports and now it looks like cord cutting is accelerating and the cable ecosystem. So a lot has changed since you made the decision to have this asset. It's certainly been I think a big kind of distraction for investors. We see on the question that's a big focus of the call. Do you still think this is a business that you want to be in the long term? Are you considering any alternatives? Because it seems like the pure play broadcast business is a really strong business that's getting kind of lost in all this. So just how do we kind of think about the way you're viewing your portfolio today?

Well, we've come a long way since we bought it. We've solidified approximately 70% of the subscriber base since we've purchased Diamond. The really, the two outstanding are really just DISH and Comcast at this point. And we think that these assets are incredibly strategic to the ecosystem. And then, there are a number of implications for what we can do with these, in on a, to enhance value through streaming and direct consumer offerings, as I mentioned earlier. And so, we think ultimately these will return to growth when some of the new opportunities come to bear, like sports betting and direct to consumer. So, this is a business that is important at the end of the day and ultimately will provide returns.

Thanks and then just, just another one on, on the true-ups. I think I heard you say that maybe this is typically captured at calendar end. Is it based on a calendar year? Are there like quarterly requirements? So I'm kind of thinking is, I would just fit for the June quarter. If there are no sports, which I don't think it's an unrealistic assumption at this point. You basically have no affiliate revenue and you'd have no sports rights payments. So, the RSN EBITDA is kind of zero for that quarter. But is that going to be like a retroactive recognition? Or does it not even work on a quarterly basis? Is it going to really depends on how the year comes out?

So, we can get into the specifics of the contracts beyond what I said in the prepared remarks, which was that it's either depending on the contract at season end or calendar end. And it's not done on a quarterly basis in general, so you're not going to really see the impact in Q2 assuming sports are off the air. We really can't factor in the impact, in our accounting until we know or at least have a better estimate of them, the ultimately the number of games that will be played.

Great, then just the last one, any update on what net retrans growth might look like for 2020? Thank you very much.

Steve, as we said, we have suspended our full year guidance at this point until we have more clarity among that includes the MVPDs. And whether or not, you see more economically driven cord cutting, where whether or not you actually see subscribers increase, knowing that, again TV right now is one of the few entertainment options available to people while they're under stay at home rules. So again, we believe that next quarter, we'll be able to put that back out there.

Ladies and gentlemen, we have reached the end of our question-and-answer session. I would like to turn the call back over to Chris Ripley, President and Chief Executive Officer for closing remarks.

Thank you, operator. I would like to conclude our remarks by pointing out that we are far more solid and resilient company than we were during the meaningful macro events of the past. Our business and revenue streams are much more diversified in higher quality. Our operations are more sophisticated and our balance sheet is stronger. We have the resources, the people and the experience to weather this storm and come back stronger than ever.With that, thank you.

Thank you.

Thank you. This does conclude today's conference. You may disconnect your lines at this time and thank you for your participation.