Good afternoon, everyone, and welcome to the Sinclair Broadcast Group's Second Quarter 2024 Earnings Conference Call. At this time, all participants are in a listen-only mode and we will open for questions following the presentation. [Operator Instructions] Please note, this conference is being recorded. I will now turn the conference over to your host, Chris King, Vice President of Investor Relations. Chris, the floor is yours.

Thank you. Good afternoon, everyone, and thank you for joining Sinclair's second quarter 2024 earnings conference call. Joining me on the call today are Chris Ripley, our President and Chief Executive Officer; Lucy Rutishauser, our Executive Vice President and Chief Financial Officer; and Rob Weisbord, our Chief Operating Officer and President of Local Media. Before we begin, I want to remind everyone that slides for today's earnings call are available on our website, sbgi.net, on the Events & Presentation page of the Investor Relations portion of the site. A webcast replay will remain available on our website until our next quarterly earnings release. 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 second quarter earnings release. The company undertakes no obligation to update these forward-looking statements. Included on the call will be a discussion of non-GAAP financial measures, specifically adjusted EBITDA. These measures are not formulated in accordance with GAAP, are not meant to replace GAAP measurements, and may differ from other companies' uses or formulations. Further discussions and reconciliations of the company's non-GAAP financial measures to comparable GAAP financial measures can be found on our website. Finally, we note the presentation of certain information in our second quarter earnings release and slides may have changed from prior quarters due to the completion of a routine common process with the SEC that we believe other publicly traded broadcasters were recently engaged in as well. For example, we have changed the definition of adjusted EBITDA to be based on programming amortization rather than programming payments, which had a positive $2 million impact to adjusted EBITDA during the second quarter, and we have also eliminated adjusted free cash flow from our financial presentations. If you have any questions regarding these changes, please feel free to contact me directly. Let me now turn the call over to Chris Ripley.

Good afternoon, everyone, and thank you for joining us. I'll start on Slide 3 by highlighting our second quarter financial results on a consolidated basis. We delivered strong second quarter results that met our revenue expectations across all major line items. Total distribution and advertising revenue were both in line with our guidance ranges, which contributed to an in line performance in total media revenues during the second quarter, while favorable expenses resulted in adjusted EBITDA exceeding our high end of our guidance range. Lucy will go into more details in a moment. On Slide 4, our ventures portfolio received $109 million total distributions during the quarter, including $105 million of exits. Net of $26 million in contributions, we received $83 million of cash from our minority investment portfolio in the quarter. At quarter-end, Ventures held $326 million in cash, which reflects the $98 million Ventures contributed to our Diamond solvent payment in April. Turning to Slide 5. I wanted to take a minute to provide an overview of our local media broadcast assets and their value proposition, which tends to get overlooked in the broader media landscape. Sinclair is one of the largest and most diversified television broadcasters with national reach. As you can see, we have a well-diversified portfolio of assets by network affiliate mix, geographic location and by asset type, with 183 owned and operated stations covering over 38% of the US television households today or 24% based on the UHF discount. We're in 86 markets across the country with no single market representing more than 5% of our total advertising revenues. More than 50% of our news operations ranked number one or number two [Technical Difficulty] but de risk us more broadly. Let me now turn the call over to Rob Weisbord to go into some additional details on our local broadcast assets as well as an update on our political expectations for the year.

Thanks, Chris. On Slide 6, I want to remind the investment community of some of the unique and value-driven characteristics of broadcast television. Our sector has been impacted in recent years by fears of cord cutting trends. First, it's important to remember that broadcast TV has the highest reach of any communications platform in the country today, with 80% of adults 18 years of age or older spending time with broadcast television on any given day. How much time? Close to 4 hours per day for the average American adult. No other mass market communications medium comes close to matching broadcast reach and viewership. Why is that? Let's take a look at a couple of differentiated programming assets. One of the most important assets broadcast TV has as an industry are live sports programming assets, which drive the highest viewing audiences of the year. As we noted last quarter, 97 of the top 100 most watched telecast in 2023 were on broadcast TV with the other three being College Football Playoff games. 96 of the top 100 most watched telecast were sports programming content with the National Football League contributing 93 of the top 100. In addition, while much has been made about additional sports content heading to streaming platforms, we also see a large amount of sports content coming back to broadcast television. Notably, the College Football Championship game is moving from ESPN to ABC beginning with 2026-'27 season. Also the NBA now has two broadcast network television partners for its upcoming rights deal, which begins in October of 2025. In addition, we have several professional franchises begin to ship more and more of their on-air games to local broadcast stations and away from cable and regional networks. We continue to expect to see strong sports ratings from the…

Thank you, Rob. As Chris King mentioned at the start of the call, based on our recent SEC routine comment letter process, several non-GAAP items have changed. Adjusted EBITDA is now calculated, deducting program amortization rather than program payments, which during the second quarter increased our Local Media and consolidated adjusted EBITDA by approximately $2 million for both actuals and guidance. In addition, we will no longer be discussing adjusted free cash flow, but have provided the same component line items that we have reported historically. Turning to Slide 11, as Chris touched on earlier, we are pleased with our strong performance during the second quarter, with revenues in line and adjusted EBITDA above guidance on a consolidated basis. Total advertising revenues were up 11% year-over-year, driven by $40 million in political revenues, which easily exceeded our expectations. Distribution revenues were up 4% year-over-year, driven by renewal rate step ups and new carriage agreements on Tennis Channel over the past year, partially offset by distributor subscriber churn. Adjusted EBITDA exceeded the high end of our guidance, driven by media revenues and our continued laser-focus on driving down costs and increasing efficiencies throughout the business. And CapEx was favorable to guidance, primarily on a large facility buildout coming in below estimates. As noted earlier, we also received $109 million in Ventures distributions. Turning to Slide 12, consolidated media revenues of $819 million were up 7% in the quarter on the higher political revenue as well as distribution revenues on recent renewals and added carriage, which exceeded subscriber churn impacts. As compared to guidance, the strong political revenues offset modest weakness in core advertising while distribution revenues were in line with our expectations. On Slide 13, adjusted EBITDA was $158 million, which exceeded the high end of our guidance range. Consolidated media…

Thank you, Lucy. Turning to our key takeaways on Slide 18. Sinclair delivered solid second quarter results with adjusted EBITDA exceeding the high end of our quarterly guidance range. Total advertising revenue was up 11% year-over-year, distribution revenues were up 4% year-over-year and core advertising trends remain solid. With approximately 60% of our big four subscribers still to be renewed, our two-year CAGR for net retrans remains forecasted at mid-single digit percentage growth. Political advertising revenue is on track for our largest year ever, which estimate would be 10% to 17% growth over the 2020 Presidential election year excluding the Georgia runoff. In addition, we also received $105 million in cash proceeds related to the exit of a significant investment within our Venture investment portfolio during the quarter. As we head into the second half of the year, we have momentum on our side and multiple drivers for cash flow generation. Lucy, Rob and I will now open up the call to questions. Thank you for joining us today.

Thank you very much. We will now be opening the floor for questions. [Operator Instructions] Your first question is coming from Dan Kurnos of The Benchmark Company. Dan, your line is live.

Great. Thanks. Good afternoon. Maybe just start with, Chris, just on Ventures. Appreciate the update on the distribution. Just love some more color on kind of the progress you're making towards some of the initiatives you talked about whether consolidating investments or kind of rebuilding the Ventures in the way that you see it going forward? Thanks.

Thanks, Dan. So, as you saw, we had a very significant exit in Q2 that generated $105 million. So, we're very pleased with that. We've got other monetization opportunities in the queue. I think we've done an excellent job so far of picking our spots and by the way, exiting with great returns. That exit was a -- it was around 40% IRR we had in Q2. And so, we're very focused on monetization and turning more of that portfolio into cash, of which we now are sitting on about $330 million in Ventures. We are looking at opportunities for reinvestment into consolidated opportunities in areas that fragmented marketplaces where that have high-growth opportunities. So -- but we're being very disciplined in terms of our selection and our criteria. So, we are not in a rush. We're looking for the right areas, and in meantime, there is a bit emphasis on monetization, as you can see.

Got it. And then just on distribution, just maybe a housekeeping. The timing of the 60% that's left, is that like later in Q3? I mean, we kind of have an idea of what's up, but just any kind of help around the timing of when that hits?

Yeah. So, look, most of the remainder of our distribution deals will come up in the next several months.

Okay. All right. And then last I guess -- I'll follow-up with you on that, but on core, I just -- the Q3 guide is super impressive in light of political crowd out. We heard obviously some weakness from others in Q2, but in Q3 to guide up against a crowd out, and I know you guys have been talking about this. I don't know if it's [late] (ph). I don't know exactly what's driving that, but I'd love additional color, categories whatever what have you in terms of the strength in Q3 on core.

Yeah. The first thing is what we've been talking about for several quarters are AI pricing algorithm system that we have put in place that allows us to capture the demand ahead of time and to match the pricing to demand, which minimizes our crowd out and pre-emptions. So that helps us drive our core business. And again, we're seeing automotive -- we'll see some strength in automotive in Q3 and Q4. First half of the year the tier 3 auto has struggled due to the fact with high interest rates and sticker prices increasing. But you can only see the dealers on the tier 3 local level have to get rid of the '24s to make room for the '25s. And we're looking to look at rebates. And so, we look for auto to remain positive. It's currently positive in the third quarter and we expect it to remain positive throughout the rest of the year. We've put a major onus on home services category and we've seen mid-teen increases in that category as well. And what really makes us feel optimistic is the fact that not one category was down dramatically in second quarter. They were all pretty much de minimis with a drag outside of pharma, and we expect pharma to return as well in the back half of the year.

And I'll just add to that that this has been a multi-year effort around transforming our sellers into true marketing consultants and focusing on share of wallet, not just share of spot sales. And we're really seeing the fruits of that labor of our multiple years of upgrading the tools that they use, the products that they sell and that's contributing to the overall revenue momentum that we're seeing.

And just one last thing is as we get into the podcast/audio business, we had a very strong upfront for two national shows. They spoke a little bit about Urban Meyer, Mark Ingram and Rob Stone hosting the show, as well as Jerry Ferrara, best known as Turtle and Entourage, and Matt Leinart, former Heisman winner. And so, we're really, really optimistic based on the upfront sales that we're headed in the right direction. So, as we diversify into it -- more and more into our cross platform media company, we're seeing a lot of success.

That's super helpful guys. Really appreciate the color. Thank you.

Thanks, Dan.

Thank you very much. Your next question is coming from Benjamin Soff of Deutsche Bank. Benjamin, your line is live.

Hey, everyone. Good afternoon. Thanks for the question. I wanted to follow-up on the core advertising performance. And in particular, did you see any impact this quarter from the [auto hack] (ph)? And did that maybe pushed anything into 3Q? And then, I just wanted to double click on the better-than-expected operating expenses. Is there any color you can add on sort of the initiatives you're working on and the strength you're seeing in margins there? Thank you.

Yes. With regards to auto, we were down low-single digits, so not a major impact. We have a big effort on auto -- with the auto division inside Sinclair. So, we're able to do cross platform solutions with our auto group and we've made our sellers out in our local marketplaces automotive experts as well. So, it helps minimize some of the weakness from just plain traditional advertising. So, we're comfortable in the direction we've built this business and it helps mitigate some of the softness that you might be seeing.

And I do think it's fair to say that the hack that happened did have an impact on Q2 and we're definitely seeing more strength in Q3.

Yeah. And I'll go ahead and I'll talk about the expenses. So, you're correct in that our expenses have come down as we've gone through the year. As I said in my scripted remarks, we have a focus on cost controls and also increasing efficiencies to make us work smarter and eliminate some waste out of our processes. And so, you're seeing the effects of that. As far as some of the initiatives, and I know I mentioned some, we have the cloud, we have tennis as a whole series, around direct-to-consumer, international and pickleball, and we have fast channels, and -- but what I would say is if I just take the cloud project itself and granted we will be in an investment mode for the next couple of years as we continue to move all of our stations to that, but for instance, here in '24, we have already seen some OpEx savings of about $3 million, $4 million, as well as CapEx cost avoidance of about little over $7 million. So, just to give you a sense of when we talk about these being growth initiatives or return generating initiatives for the future, this is exactly what we're referring to.

Okay, great. That's super helpful, guys. Thank you.

Thank you very much. Your next question is coming from Avi Steiner of JPMorgan. Avi, your line is live.

Thank you very much for the questions. I've got a couple here. Just one, if we could talk about core? Is that range you gave solely for the local TV group, or is there some at the other assets? And then, while we're talking about core, what are you guys seeing from the consumer perhaps in your markets, small, medium-sized businesses, given all the noise economically out there? And then, I've got a couple of follow-ups. Thank you.

Yeah. So, for the core, that range is whether it's for a total consolidated company or for the local media, we're still going to be in that -- expect to be in that 3% to 7%.

And I'll let Rob speak a little bit more about the consumer and what he's seeing in terms of categories and whatnot, but we're not seeing a major impact in terms of what we see from the advertising revenues. If you follow our performance so far this year, we're actually expecting our strongest core growth in Q3 when you compare that to Q1 or Q2. So undoubtedly, there are certainly concerns about the consumer slowdown and yet -- but so far I think that's a lot of just hand wringing. I don't think we've really seen it show up in terms of our performance, but I'll let Rob chime in on that.

Yeah. I think that when you see one of our top categories in home services having mid-teen growth is where you have high interest rates that might slow down, but again with automotive, they're going to have to unload those '24s. Obviously, we're not seeing as many homes sold, but we're capitalizing on the fact that people are improving their own properties and doing upgrades to the homes. And so -- and then on a continued advertising basis we have from large solutions to smaller solutions to keep those advertisers continuing to advertise despite what the economy is.

Appreciate that. And then just if I can turn sort of the balance sheet here, so you had this nice exit at Ventures. I think you had mentioned there are some other potential exits in the hopper. I don't know if you can size that roughly. And then, how do you think about the enhanced liquidity overall at that entity in the context of your debt maturities at the television entity? Thank you.

So, we're not prepared to give specific guidance on exits. It's obviously the nature of such activity is somewhat lumpy and unpredictable, depending on whether transaction is going to happen or not. We do have more in the hopper and we're -- we've got a plan for just about every asset in that portfolio and when we think will be the appropriate time to monetize it. So, I just -- I think you're going to see sort of a somewhat steady flow because there's quite a few assets in there. So that was sort of balanced out and we'll continue to monetize. As I mentioned before, monetization is -- of the minority portfolio that we really don't think we're getting much credit for at all, from a Wall Street perspective, it's a top priority. And we're being very disciplined in terms of looking at new reinvestment opportunities. And sort of -- I think what you were alluding to was sort of use of resources between the two credit stacks. And as we've said many times before, we don't think that's needed. They're meant to be self-sufficient. It certainly is possible, but it's not something that we foresee.

Appreciate the time as always. Thank you.

Thank you very much. Your next question is coming from David Hamburger of Morgan Stanley. David, your line is live.

Hi, thanks. If I could, just a couple as well. Maybe on the distribution revenue growth guidance, first, can you give us a churn, what you're seeing in churn of subscribers? And then, in the guidance, I was curious the 60% that you have coming up for renewals, a couple of large distributors that have been somewhat aggressive in the past with some of your peers in renewals, one of them has actually even dropped a couple of your peers during the negotiation process. So, I'm just wondering if you could give us a little color how you're so confident that you're going to get mid-single digit CAGR growth over the next two years? And then, maybe even if we could step back a second, what's your expectation after the next couple of years for some of the distribution revenue trends, maybe just from like kind of high-level perspective?

Sure. So, for your first question, churn is still in the mid-single digits overall. I will say that in terms of the summer, Q3 -- impacting Q3 specifically, there's some seasonality in virtual MVPDs through the end of second quarter and into Q3 before football starts. The virtuals tend to be pretty slow in terms of net adds and then they really pick up when football starts again. So that does have some impact there. And look, all I can say -- I can't speak to future negotiations as a policy and from a competitive standpoint, we wouldn't want to reveal anything about current or future negotiations, but we've had many renewals so far this year and -- from very large MVPDs to small MVPDs, and they all have met or exceeded our expectations so far. So, our confidence is based on our very recent history of successful negotiations and with no blackouts, as I may add. And so, not to say that we wouldn't be ready to blackout if we don't feel like we're getting fair compensation for what we're offering, but so far so good. And that gives us a very good read on the market and it gives us confidence to give you the guidance that we've given. Now obviously, once we get through this year, I don't expect -- we won't have any major negotiations for quite some time. So, it's -- who knows what the market will look like at that point. I think it's a little too far out. We're going to have great certainty, which is very nice place to be for several years. And I think when you take a look at where the broadcasters are today and the shift of sports back on the broadcasting and there -- it's undoubtedly to me that the value proposition of broadcasting within the Pay TV universe is going up, not down. I don't see that trend changing. And so, if you want to be in the Pay TV business, you're going to have to have the broadcast channels. I don't see that changing in the future. And so, I think that bodes well for the next cycle, but that's certainly outside the scope of any sort of guidance that we can give you.

And maybe just a follow-up on the sports question. I mean, you mentioned the NBA. I think NBC has said they plan to exclusively stream half of their regular season games on Peacock. Now, we've heard that the NFL is doing two Christmas games on Netflix. Amazon, next year will have a wild card game similar to what Peacock last year. What are your thoughts about simulcasting exclusivity of more and more sports program, which seems to be the case, although you do mention there are instances obviously of some sports coming back to broadcast, but it seems like a fairly splintered or more fragmented distribution strategy going forward? Maybe again, just from a strategic perspective, can you talk a little bit about some of these recent developments in streaming of sports?

Yeah. I think we're actually more bullish with the NBA. It's -- from appearances and conversations, it appears that once NFL is over, there'll be Sunday Prime and Tuesday Prime on the network, and then Monday would be a stream on Peacock. And we do live in this duality world. And even if there's a simulcast, we show the strength of broadcast each time that there's a simulcast. You can look at the Amazon Thursday games what kind of numbers the local markets [pull] (ph) that are playing. And it's the new reality. But again, when you look at the reach, you look at the Paris Olympic numbers, the tune-in is to the networks because there's nobody that has a greater reach than broadcast at this current time.

Another great example is the past Super Bowl made new records about 120 million viewers on broadcast. And now when you take a look at all the other places that it existed, it was a pittance in terms of what it came up to, what it added to the overall viewership.

When you look at just the announcement today in New Orleans, NBA basketball team Pelicans went back to broadcast television. So, you're seeing this more and more as a prevalence to be able to get the greatest reach the teams in the various leagues are recognizing that they need to be on free over-the-air broadcast.

Okay. Thank you very much.

Thank you.

Thank you very much. We appear to have reached the end of our question-and-answer session. So, I will now turn the call back over to Chris Ripley, the President and CEO, for closing remarks.

Thank you, operator, and thank you all for joining our second quarter earnings call. To the extent you have any questions or follow ups, please do not hesitate to reach out to us. Thanks.

Thank you very much. This does conclude today's conference call. You may disconnect your lines at this time and have a wonderful rest of the day. Thank you for your participation.