Good day, and welcome to Nexstar Media Group's Second 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, Paul, and good morning, everyone. I'll first review 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 31, 2023, as filed with the Securities and Exchange Commission and next to our 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. It's now my pleasure to turn the conference call over to your host, Nexstar’s Founder, Chairman and CEO, Perry Sook. Perry, please go ahead.

Thank you, Joseph, and good morning, everyone. Thank you for joining us today. With me on our call today are Mike Biard, our President and Chief Operating Officer; and Lee Ann Gliha, our Chief Financial Officer. I will start with a summary of the recent highlights followed by Mike's operations review and then Lee Ann will review our financials. Nexstar's strong second quarter financial results mark another quarter of record total net revenue and our third consecutive quarter of all-time high quarterly distribution revenue. We translated this revenue growth into another quarter of solid adjusted EBITDA and adjusted free cash flow growth, reflecting our disciplined operating strategies. Just stop and think about that for a minute. At a time when the pay-TV industry continues to experience subscriber attrition and there is intense competition for national advertising dollars. Nexstar generated the highest first and second quarter distribution and total revenue levels in the company's history. Why is that? Well, it comes down to the value of our programming and reach delivered to our audiences, customers and programming partners. The power of broadcast television was again validated in a few recent high-profile settings. For example, the NBA bypassed the contract renewal on a cable television network in favor of a deal that included increased distribution on broadcast television, given our tremendous proven value of the broadcast model that that will bring to the lead. In fact, a recent statement by the NBA said "throughout these negotiations, our primary objective has been to maximize the reach and accessibility of our games for our fans". We know that reach and accessibility is the lifeblood of every sport and there's no platform that can match the reach of broadcast television. This is a proven path that has sustained the long-term growth of the NFL and…

Thanks, Perry, and good morning, everyone. As Perry referenced, we delivered record second quarter net revenue of $1.27 billion compared to $1.24 billion in the prior year quarter. The 2.3% increase in net revenue was primarily due to growth in distribution revenue and advertising revenue, driven by political. All-time high second quarter distribution revenue grew 5.5% to $734 million, primarily due to contract renewals on terms favorable to the company and annual rate escalators, growth in vMVPD subscribers, the addition of CW affiliations to certain of our stations and the return of our partner stations on 1MVPD, all of which more than offset MVPD subscriber attrition. Excluding the removal of partner stations from certain MVPDs last year, our subscribers grew in the quarter in the low single-digit range, reflecting the benefit of the new launches of our CW, MyNetwork TV and independent stations on YouTube TV and other vMVPDs, the addition of new CW affiliation to Nexstar stations and recent station acquisitions. Zooming out on our distribution business for some perspective, over the last renewal cycle, we made tremendous progress completing distribution and network affiliation agreements on favorable terms, while expanding distribution of our Nexstar owned national networks, including the CW and NewsNation. All of this is a testament to the power of our content, scale and strategy. As a result, our net distribution revenues grew in the high single-digit percentage range this quarter. And as you know, we announced an agreement to renew the CBS affiliations with ours and our partner stations. Turning to advertising. Second quarter advertising revenue increased 2.2% compared to the prior year, reflecting a year-over-year increase in political advertising, which more than offset a reduction in non-political advertising. Non-political advertising improved sequentially from a 7% year-over-year decline in Q1 2024 to a 4.7% year-over-year decline…

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 and amortization and corporate expenses, decreased by $17 million or increased by $17 million or 2%. The increase was primarily due to the expansion of news programming, direct digital operating expenses as well as various administrative expenses, offset in part by a reduction in severance by the CW by $4 million. Included in our calculation of adjusted EBITDA but not included in direct operating and SG&A expenses are the payments for broadcast rights at our stations, which declined by $6 million in Q2, due primarily to reduced reliance on syndicated content at NewsNation as we transition to 24/7 news. Also included in our calculation of adjusted EBITDA but not included in direct operating and SG&A expenses is the amortization of broadcast rights related to the CW, effectively the CW's programming expenses, which declined by $49 million year-over-year from $120 million in the second quarter of 2023 to $71 million in Q2 '24, as we continue to reduce our programming expenses. Q2 2024 total corporate expense was $54 million, including non-cash compensation expense of $20 million compared to $49 million, including non-cash compensation expense of $13 million in the second quarter of 2023. The increase of $5 million is primarily due to new restricted stock grants and the timing of grants, offset in part by reduced legal fees and other administrative expenses. Q2 2024 depreciation and amortization was $208 million versus $262 million in the prior year quarter, a reduction of $54 million due primarily to lower programming expenses at…

Our first question is from Benjamin Soff with Deutsche Bank.

I wanted to start on political and just get your updated thoughts on what you think you can do in that business given the changes in the presidential election and the activity that drove? And then, I wanted to follow up on advertising. Can you drill down a bit more into the core advertising performance? And in particular, what you were seeing on the national and local side compared to maybe what you were expecting as of the last call?

Sure. I'll start with political. I saw that BIA independently raised their political spending projection for the year to yesterday, up by $560 million to $11.7 billion for 2024, which would represent a 21.3% increase over the last general election that took place in 2020. I would note that as of today, we're less than 90 days until the general election, and we're less than 30 days until early voting starts in some states. But the fundraising, our advanced bookings, everything are ahead of our plan and ahead of our expectations. And so we're not really going to adjust a forecast on political because the money won't really start to fall in intensity -- or increase in intensity fall to our books and bottom line until post Labor Day. But as I often fond of saying if I were a betting man, I'd probably bet the over. As it relates to advertising, if I look at the quarter on core advertising, our lagging categories, if you will, were furniture, automotive and entertainment, home repair and banks, packaged goods, real estate, even gaming, sports betting were all up for the quarter. I think there's no question that the slowdown in the economy is leading to the shift in discretionary spending and perhaps a slowdown in discretionary spending. So we are encouraged that our Q3 projections or Q3 pacing is better than where we finished in Q2. But as Mike said in his comments, we do expect as we get closer to November 5 that we'll see some crowd out as general purpose advertisers compete with political advertising for the same inventory. And so we budgeted and planned for that. But again, our pacing is -- for the third quarter on core is better than it was in the second quarter. And obviously, national is more volatile and therefore, was pacing weaker than local, which is more-sticky and more relationship-driven. Direct response was down, again, I think, dealing with discretionary purchasing ability of the consumer. So all in, it's about as planned. And we were happy to see that our digital advertising revenue, both from direct accounts and from national accounts and our digital services revenue were all up in Q2 and are pacing substantially ahead, double digits ahead of prior year in Q3. So I think in a very general way, that's hopefully the answer to your question.

Our next question is from Dan Kurnos with Benchmark.

Maybe just quickly on subs. I appreciate the color in the quarter. Just any updated thoughts on trajectory or trends on the retrans side? And certainly, given your guys unique situation. And then maybe, Mike, I guess, just given everything we've heard from the upfront and the progress you guys have made on CW ratings and clearly, the NewsNation evolution and Perry too obviously, just how we should think about sort of the improvements to CPMs to engagement? Just anything you can give us some color there going forward would be helpful understanding the macro backdrop.

So I think on subs, as we've said in the past, we're not going to pace materially differently than the rest of the marketplace. So I don't really have anything new to add there. On the upfront, all in, a positive upfront in terms of growth, particularly given the amount of additional inventory that we're bringing to the market. As you would expect, sports attracted significant interest, and while our take is very small compared to the others, this was only our second year going to market with the consolidated Nexstar portfolio of CW sports, CW entertainment, NewsNation, our multicast networks. And I think what the team saw is it's a very differentiated offering from what our competitors are going to market with. And in fact, we're one of the only groups out there with a linear growth story to tell. Our assets are attractive to advertisers in the upfront as we continue to grow our much coveted live sports at the CW, we'll be at over 500 hours of sports programming in the coming year, including LIV Golf, ACC Football and Basketball, PAC-12 Football, NASCAR Xfinity Racing and the WWE NXT series. So all in, we're able to tell a great story around our growing live and independent news content as well. And I think one of the compelling features that is beginning to resonate with advertisers that might have a difficult time with the left and right oriented news organizations that are much larger than we are, is that NewsNation can provide advertisers with a very brand-safe environment in a news context.

Our next question is from Jason Bazinet with Citi.

I actually just had a follow-up on the sports that you have at the CW. Do you feel like that 500 hours or north of 500 hours is about where you want to be? Or do you think that CW will continue to pivot more into sports over time?

I think it's a good start, and we're happy with where we are, but more is always better, right? So we will continue to be in the marketplace, and we'll continue to look at opportunities, particularly for rights holders who are attracted to the increased reach that broadcast can offer them. I think when you look at the products that we've attracted, the rights that we've attracted, there's a consistent theme there of rights holders seeking broader reach and the bigger platform that broadcast can offer them. We expect we'll see more of that in the future.

And then based on the CW, based on the progress you've made, reducing losses, you're still on track for that sort of 1Q '26 breakeven? Is that still the plan?

It is still the plan.

Our next question is from Craig Huber with Huber Research Partners.

Can you talk a little bit about the trend you're seeing out there for national advertising, your TV stations? How does that in the second quarter, that trend year-over-year versus the first quarter? What's your sense here for the third quarter?

I mean, on the national side, we're still seeing a higher rate of decline than on the local side. It was slightly better in the second quarter than it was in the first quarter. And I don't think our expectations for the third quarter are where we're pacing currently is slightly -- is in line with kind of where it was in the first and second quarters in terms of rate of decline.

It's about the same, okay. And then you mentioned pacings, I think for ad revenue for the current quarter, down low single-digits. I mean is that -- does not take into account, I assume much political crowding out as we get deeper into this quarter or does that?

It takes into consideration a little bit of crowd out because, the third quarter includes September, but the vast majority of the crowd out in fact happens in October in the fourth quarter.

But I guess, I'm asking the ad revenue that's going to get booked -- formally booked in September, that's not on your books right now. Is there a risk here that it could be worse than just down low single-digits, as that was the quarter?

Yes. I mean look political continues to expand. Yes, there could be a trade-off. If we -- if our expectations for political increase that could have a further impact on core. But based on our current modeling, which includes the crowd-out as Perry mentioned, it's down low single-digits, is what we're pacing at for the third quarter.

I'll just add to that, crowd out effect will happen primarily in seven or eight states, and we operate across 40 states here. So, not every market will receive the same effect from the crowd out. So -- but I think Lee Ann is exactly right. As political goes up, it can crowd out core revenue the inventory is finite and it's fungible. So we would be relatively indifferent there. I think we probably make more revenue if political -- driving our general-purpose advertising because political will generally pay up for the privilege of doing so.

I have two more quick questions, guys. One, auto, can you just quantify how much that was down in the quarter and what your outlook is for the third quarter?

Yes. I mean auto was down mid-single digits. We don't project on a by category basis, but it is -- I'll tell you from a pacing perspective, it's down a little bit more in the third quarter so far than what it was in the second.

My final question. Can you give me a ballpark, if you would, what percent of your viewers on your television stations or over the air now-a-days?

So I mean, look, I -- you could -- there's a variety of external resources that tell you about that. It's usually you can -- it's in the low-teens percentage of viewership is consuming content over the air.

Our next question is from Steven Cahall with Wells Fargo.

So based on what you've seen year-to-date between the CW improving and the expense management in net distribution and I guess Harry taking the over on political, do you foresee any opportunities to the adjusted EBITDA guidance that you've given for the year? Or I guess, as well, any risks in terms of how you're tracking towards that range? And then you announced the renewal with Paramount. There's been industry discussions about affiliates trying to move fixed reverse compensation to some more flexible structures. I know you added some CW affiliates as well. So I'm sure that was a complex renewal, not asking you to comment on that one specifically. But how do you kind of see the trends in reverse comp going forward? Is there any increased flexibility? And then finally, Lee Ann, just sorry if I missed some of these, but would love to get cash interest, CapEx, cash tax kind of rough expectations for the year, if that's possible.

Okay. So on the first question, and then I'll turn it to Mike for the second question on just the guidance. As we said in the -- with our fourth quarter results, we established guidance at that point. We let you guys know that we were not planning on updating that guidance, but we did provide a good long list of disclosure in terms of the things that we took into consideration at the beginning of the year when we established that guidance. So we are not providing any update to that guidance that's our current process. I'll turn it to Mike to talk about reverse.

Yes, sure. On the affiliation renewals to reiterate what we said, I think, the last couple of calls, fixed variable that is one aspect of a multifaceted negotiation. And what we really focus on is the bottom line. So, rather than get into any of the specifics, I will sort of address the bottom line where we continue to see a moderating of the rate of growth of affiliation fees relative to the rate of growth in our distribution revenues. We continue to feel positive about the direction of those negotiations and certainly feel good about those that we've completed. The one factor I will say, to distinguish the CW from some of the others is the CW is bringing more content and more exclusive content to our affiliates going forward. To the extent that our larger networks are doing the opposite, we expect that will be reflected in those negotiations.

And then on your last question about guidance for cash interest, CapEx and cash taxes from an interest perspective, I think what we've mentioned to you before is we just basically look at the forward curve for SOFR. And then every quarter, we'll just update -- I mean, our update our model in that regard. Our exit expense, I'll just tell you based on just the current -- forward curve is expected to be around $440 million for the year. On a CapEx perspective, I think the midpoint of our range that we had provided at the beginning of the year was around $145 million -- $140 million, $145 million. And then from a tax perspective, we are a full cash taxpayer, unfortunately. So we look at our taxes on a -- at a 26.5% rate, over the course of the year, I think the way to think about it, just to give you a couple of like sort of cheap codes would be about half of our DNA is tax deductible. You need to add back 25% of the CW losses that are not allocable to us, they're eligible to our partners. And then generally, we have somewhere in the neighborhood of $30 million of additional adjustments that are to the positive on our cash tax. From a timing perspective, and we've said this before, we don't really pay very much tax in the first quarter. It's really just a few states that have to be paid. We then have two tax payments in the second quarter, and then we try to have one in the third and the fourth that are really kind of evenly distributed the cash tax over that period.

Our next question is from Jim Goss with Barrington Research.

In terms of the CW and the increased sports, I assume, the additional content is usually welcomed by the non-owned affiliates. Even though they might be giving up some content or some slots that they might have been able to sell themselves. I'm wondering if you can look at the programming feature charging is the main way you're getting paid with these affiliations or if you might also comment on how you split the ad revenues in the -- especially in these incremental flats where you're adding, LIV and PAC-12 and some of the other things. And also in regard to PAC-12, last time I looked, it was reduced to Washington State and Oregon State, is that -- are they rebuilding the conference? Or are those the two teams you're going forward with?

I'll take that. Let me start with the easiest question, which is your last one. And yes, the PAC-12 currently is just Washington State and Oregon State. The future of the conference is really up to them. I think there's a lot of options on the table with the movement around college conferences, but I don't have any inside information to offer you on that. In terms of CW and our negotiations with our affiliates. Yes, it's fair to say that the incremental sports content is well received by all of them. We've not had any difficulty clearing any additional day parts as we've added programming to the weekends really for the first time for the last 1.5 years. So we continue to see a very positive reception to that. In terms of allocation of advertising and affiliation fees, obviously, the revenue coming into the network is a combination of both. Both in terms of our national advertising and in terms of the affiliation fees that we generate. So I think I've answered your question, but if I've missed anything, feel free to follow-up.

I think it's important to note, Jim, that the bulk of the sports additions haven't aired yet, and Xfinity PAC-12, the expanded ACC schedule, WWE NXT that's all coming here in the next 60 days and we're very excited about the fall with CW. We've been talking about what's coming now for a year, and it's finally about the airwaves. And then obviously, when affiliates are able to see the proof point of the additional audience -- they were more than willing to anti over weekend inventory for by sports and be able to compete in that arena from an advertising perspective, as are we. I mean we had a very good upfront in terms of monetizing this additional inventory, albeit in a tough market but we're pleased with those results. But again, I think you'll see impact on our distribution fees as the sports become part of the package that our affiliate stations as well as our O&Os are able to take to market in discussions with distributors. So -- it's a virtuous circle going in the right direction, but it's forward-looking, obviously. But we're very excited about finally getting this programming on the air that we've been talking about for the better part of the year.

Last one, I'm wondering about any potential symbiotic interplay between NewsNation and the CW, where you create some programming and CW from NewsNation especially in the political sense that might draw attention to NewsNation and might also benefit CW? And also, can you discuss any ultimate economic value objectives you might have with NewsNation as it continues to gain steam?

Sure. I mean, I think that marquee political programming or news programming from NewsNation, we have made available to the CW network. The first example of that on a large scale was the Republican Presidential Debate, we did last fall. We made that available to the CW network and it was cleared on the 100% of affiliate base, much to my surprise, but they were hungry for and eager to have live event programming like that on the air. Our Sunday show The Hill, which Chris Stirewalt host on Sunday morning, we make available to the CW affiliate base and it is cleared on a same-day basis, on affiliates representing 82% of the country, I think, give or take a percent. So I think as we look toward election coverage, both on primary Super Tuesday, looking backward and then a general election, we will make selected programming and live coverage using our resources available to the CW affiliate body, but the network at large and we expect similar uptake to what we've seen in the past. I don't think you'll see us launch a daily national news cast on the CW. I look at that through the lens of our owned and operated stations and that do very well in local news, and I think it would be a real tough put for them to give up a half hour or an hour of time of local news to put on a national news cast and have less inventory in it to sell than the local news cash that they have, 100% of. So we said when we took over the operation and majority ownership of the network, this will be a network owned by broadcasters for broadcasters. And so when we look at it through ultimately, our station and our affiliate stations lens. I'm not sure the NewsNation cast would make any sense on a regular day date basis. I don't know, Mike, if you have anything to add to that?

No, I think that's right. I think you can look at another network out there that has a very successful cable news network and a broadcast network, and they've not married those two in that fashion for the very reasons that you just articulated, Perry. I will add the only other benefit to the CW affiliates coming from NewsNation is in the case, the scenario of breaking news, right, where we have had the opportunity as we did with some of the recent weekend breaking news to cover that live and offer our CW affiliated stations, the opportunity to show news when viewers might be going elsewhere to look at those breaking events.

Thank you. There are no further questions at this time. I'd like to hand the call back to Perry Sook, CEO, for any closing comments.

Thank you very much, operator. Our strong financial framework, combined with the cash-generative nature of our business, continues to enable Nexstar to deliver strong levels of free cash flow, while maintaining our strong balance sheet and continued low leverage. Looking ahead, we will continue to execute against our long-term strategies, taking the necessary actions and making the required investments to shape the future of Nexstar, 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 November, right after the election when we report on our third quarter results.

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