Greetings. Welcome to the Sinclair Fourth Quarter 2023 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 will now turn the conference over to your host, Chris King, Vice President of Investor Relations. You may begin.

Thank you. Good afternoon everyone and thank you for joining Sinclair's fourth quarter 2023 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 and supplemental information for today's earnings call are available on our website, sbgi.net, on the Investor Information page and on the earnings webcast page. 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 fourth 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. The company considers adjusted EBITDA to be an indicator of the company's operating performance and the ability to service its debt. The company also believes that adjusted EBITDA is frequently used by industry analysts, investors, and lenders as a measure of valuation and the ability to service debt. The company also discloses segment adjusted EBITDA as an indicator of the operating performance of its segments in accordance with ASC 280 segment reporting. The company considers adjusted free cash flow to be an indicator of the company's operating performance. The company also believes the free cash flow is a commonly used measure evaluation for companies in the local media industry. In addition, this measure is frequently used by industry analysts, investors, and lenders as a measure of valuation for local media companies. 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. The company does not provide reconciliations on a forward-looking basis. Further discussions and reconciliations of the company's non-GAAP financial measures to comparable GAAP financial measures can be found on our website, www.sbgi.net. Any discussion of pro forma numbers as compared to 2022 will exclude Diamond Sports, which was deconsolidated March 1st, 2022, and any business sold since the beginning of 2022. For actual results, including the periods that Diamond was consolidated, please refer to this afternoon's earnings release. Let me now turn the call over to Chris Ripley.

Good afternoon everyone and thank you for joining us. I'll start on Slide 4 by introducing an overview of our fourth quarter financial results. As you can see, Sinclair delivered solid fourth quarter results that met our guidance expectations in our Local Media segment, while Tennis Channel exceeded expectations across the board. As a result, we were comfortably within the consolidated guidance ranges for total revenues, adjusted EBITDA, and adjusted free cash flow. Turning to Slide 5. I wanted to highlight our strong commitment to our stakeholders through our return of free cash flow generation during the past year. In 2023, we paid approximately $65 million in quarterly dividends. During the year and up through January, we purchased $91 million of face value of debt at an average discount to par of 19%. This amount excludes our scheduled amortization payments, which allowed us to retire an additional $28 million of debt in 2023. In early 2023, we also repurchased nearly 9 million shares of our common stock. Our commitment to maximizing value for all of our stakeholders remains a top priority for the company. Turning to Slide 6. As we have stated in the past, we remain dedicated to our traditional Local Media business with the realization that the industry needs to transform due to subscriber churn and regulatory constraints. With that being said, we believe Sinclair as well as the broader industry has multiple growth drivers as we head into a presidential election year. First, we expect to see record-breaking political advertising revenues in 2024, which equates to exceeding 2020's political revenues of $350 million, which excludes the impact of the Georgia runoff. We saw 2023 political revenues trend above both 2021 and 2019 levels. and we expect the strong growth of issue-oriented political advertising in what appears to…

Thanks Chris. Turning to Slide 8, I wanted to begin by touching on the broad advertising environment and our industry-leading core advertising growth. Pro forma advertising, excluding political, was up approximately 2.5% year-over-year during the fourth quarter in our Local Media business segment, while on a consolidated basis, we delivered growth of 3.2% in the fourth quarter. Before I jump into our category breakdown, I wanted to follow up on Chris' highlight on the importance of broadcast to the media landscape in regards to the Super Bowl, not only was this year the highest was broadcast in history, we also grew our ad revenue 43% over last time that CBS hosted the Super Bowl showcasing the power of live sports. Now, into categories. Services continue to be a top performer of 8% year-over-year in the quarter, while automotive remained strong, up 5% and retail up 9%, driven by home products and nutrition. Heading into 2024, retail, services, and legal remained strong, while medical and drug categories as well as food are slightly down during the first two months of the year. In addition, we expect modest pressures in the auto category during the first quarter due to less premium sports programming in the year ago period. On Slide 9, I wanted to provide a quick update on political ad spend. As we look forward to 2024, we booked $24 million in political advertising in the fourth quarter of 2023, just shy of our quarterly guidance, but hitting a nonelection year record of $44 million for the year. The modest $1 million miss of our guidance range was largely due to timing of spend and the early withdrawal of several Republican candidates from the Iowa caucus. While we anticipate political revenues will be back-end loaded this year, we continue to see strong trends from PAC and super PAC fundraising and heavy spend forecasted to continue for issue-based advertising. These items lead us to continue to expect a record-breaking election year for us in 2024. Turning to Slide 10. We have signed two distribution agreements in recent months. This includes multiyear deals with both Verizon and NCTC. Nearly all of the remaining traditional Big 4 network subscribers are on agreements that expire between now and the end of 2024. In addition, we announced an extended affiliation partnership with Fox in all 41 of our Fox markets covering 19 million households. This includes the early renewal of 17 markets. We now have only one big 4fournetwork affiliation that expires before the back half of 2026. With our negotiation schedule in mind, we expect a mid-single-digit two-year CAGR for net re-trans from 2023 through 2025. As Chris highlighted earlier, we continue to see positive industry trends regarding the long-term stability of net retransmission revenues. Now, let me turn the call back over to Chris to provide an update on our NextGen broadcast plan as well as our Ventures segment.

Thanks Rob. On Slide 11, I wanted to provide a couple of quick updates regarding NextGen broadcast technology, which has now been deployed in half of our markets, and nationwide coverage is over 75% as the industry continues to improve NextGen reach. TCL has joined Sony, Samsung, and HiSense's TV manufacturers with models that have built in NextGen TV capabilities. In fact, Sony is including NextGen availability at every set it sells in the U.S. today. We continue to play a leading role in accelerating the adoption of the DDoS model and the continued transformation of local broadcast capabilities not only in the U.S. but globally. As seen on Slide 12, the Tennis Channel recorded another strong quarter with $54 million in total revenue and $22 million in adjusted EBITDA, both well in excess of our quarterly guidance. For the full year, Tennis Channel delivered $228 million in revenues and $72 million in adjusted EBITDA or $80 million when excluding Tennis initiative losses. We expect continued strong growth metrics from Tennis Channel. Moving to Slide 13. The average number of households watching Tennis Channel in the fourth quarter grew by 36% year-over-year, while total viewers grew by 25% and social media impressions grew by 58% year-over-year. Once again, Tennis Channel ratings growth outpaced all other English language sports networks in the world. The TC Plus streaming platform increased monthly subscribers by 7% year-over-year, while authenticated viewing for MVPD customers grew by 3%. The T2 fast channel grew by 36% year-over-year as its exclusive Tennis content continues to drive strong growth across multiple delivery platforms. In addition, Tennis Channel will launch a direct-to-consumer offering in 2024, which will provide a new leg of growth. We also believe Pickleball will drive even stronger growth metrics for Tennis Channel in the coming quarters.…

Thank you, Chris and good afternoon everyone. Beginning on Slide 16, on a consolidated basis, we delivered media revenues during the fourth quarter that met our guidance range as core advertising met and distribution revenues exceeded our guidance. As compared to last year, which was a midterm election year, consolidated media revenues decreased to $821 million during the quarter, primarily on the lower political revenues in a non-election year offset in part by increases in distribution revenue and core advertising. On Slide 17, consolidated adjusted EBITDA also was within our guidance range, with OpEx costs coming in as expected. As compared to last year on a pro forma basis, consolidated adjusted EBITDA in the quarter decreased from the 2022 period, as expected, with media revenues contributing nearly all the decline as a result of the lower political revenues in an off-cycle political year. Media expenses rose slightly year-over-year, while corporate overhead and other fell modestly, excluding the impact of the Diamond settlement and other non-recurring costs during the quarter. Slide 18 shows our consolidated adjusted free cash flow results coming in above the midpoint of our forecast. As expected, adjusted free cash flow declined year-over-year on a pro forma basis due to the decline in adjusted EBITDA, as just discussed on the previous slide, as well as higher interest expense on floating rate debt, higher cash taxes due to a cash tax refund, and higher cash distributions from our minority investments, both received in the fourth quarter of last year, offset by lower CapEx. Slide 19 walks through our balance sheet metrics with the next meaningful maturity more than two years away. SBG's first lien net leverage was 4.2 times and its total net leverage was 5.2 times at the end of the year on a trailing eight-quarter basis. Interest…

Thank you, Lucy. Turning to our key takeaways on Slide 23, Sinclair delivered solid fourth quarter results as we met guidance expectations on our Local Media segment, with Tennis Channel exceeding expectations. In addition, our commitment to delevering has been on full display as we repurchased more than $91 million in face value debt at an average 19% discount to par through open market purchases since the beginning of June 2023 through early January of this year, in addition to the $28 million of scheduled amortization payments in 2023. And while traditional subscriber churn continues, we also have significant retransmission agreements that are coming up for renewal in the next 10 months and only one network affiliation agreement leading us to forecast a mid-single-digit two-year CAGR in net retrans from 2023 through 2025. The Diamond settlement we announced last month removed a significant overhang from our capital structure and Diamond's reorganization plan gives the regional sports network business model some certainty going forward, which we view positively as we believe local sports remains an important component of the pay-TV bondholder. In summary, Sinclair is in a strong position for both the short and long-term. With our emphasis on growing net retrans and maintaining industry leadership in core advertising growth, this strategic focus aligns with the anticipated -- anticipation of a record-breaking presidential year, contributing to robust growth in adjusted EBITDA and free cash flow throughout 2024. We have laid the groundwork for a promising future, and we are excited about the opportunities that lie ahead of us. Lucy, Rob, and I will now open the call to questions. Thank you for joining us today.

Thank you. At this time, we will be conducting a question-and-answer session. [Operator Instructions] The first question comes from Dan Kurnos with Benchmark Company. Please proceed.

Great. Thanks. Good afternoon. Chris, there's obviously been a lot of noise around distribution, and you guys have a bit of a unique position this year given the magnitude of renewals that you have and that you don't have to negotiate the RSNs. So, I'm just kind of curious sort of underlying as you go through these conversations, one, just how you are feeling about kind of ability to get rate here. And you've given the net guide, so that's obviously super helpful. And obviously, you've said before, you don't anticipate any blackout. We've seen a couple in the space. So, just kind of curious on your confidence levels there to start. Thanks.

Yes, thanks Dan. So, look, we have not had a blackout for quite some time. And we -- we hope that will be the case through 2024. Certainly, we knew we renewed Verizon and CPC. We have an active negotiation going on right now with Charter. And through all of those and all the renewals we did in 2022, we have either met or exceeded our internal targets. So, we're very bullish on the renewal set that we have in front of us, and it's been so far so good.

And then just maybe on capital allocation, Chris, appreciate all the color around Tennis and DTC and sort of what you're doing as well as the ventures color. With the settlement lawsuit and the debt coming up in 2026, just how are you thinking about either selling assets or feel confident in the cash flow generation to cover the refi? And then obviously, you mentioned some stock buyback given where the stock is trading. So, I'd just love to get any incremental color as you think about that.

Sure. So, we will continue to be opportunistic on both the equity and debt side as we always have been. We were last year. Our stakeholders, both equity and debt, have given us feedback that they would like us to focus on the leverage side. So, I think that's where we're going to be focused here likely in the near-term. But we don't feel like we need to do anything special on the capital structure side. We should be heading into a natural deleveraging cycle here. We're going to produce significant free cash flow and so we like our position.

Great. Thanks Chris. Appreciate it.

Next question is from Benjamin Soff with Deutsche Bank. Please proceed.

Hey guys, thanks for taking the question. Just wanted to dig into political a little bit. In a typical presidential year, can you guys break down how much comes from the candidates versus congressional elections versus issue-based spending? And then I was just curious to get a little bit more on your thoughts around the sports TV and the puts and takes there? Thanks.

Yes. So, we're looking for -- it's hard to break it down other than the fact that we see ourselves in a contested senate race in many of our cities. We are in [Indiscernible] races as well. And then from the latest update last week, the PACs and super PACs continue to raise money at a record level. So, we have -- we're looking for a lot of money being spent by the PACs and super PACs as well as issue advertising. And then the candidates will follow that. And we've seen significant dollars spent by the super PACs already into the third and fourth quarter as they played in both.

And on your second question around the sports streaming JV, our perspective on that is that it's an incremental development, not a game-changing development. We don't believe it's going to have mass customer or consumer appeal, but we are happy that our ABC and Fox stations are going to be included in this package and be paid for their content. So, it's a nice addition from that perspective. But we don't see it being necessarily a game changer in terms of the pay-TV environment.

Got it. Thanks guys.

Up next is Barton Crockett with Rosenblatt. Please proceed.

Hi there. Thanks for taking my questions. I guess just a couple of things. Just first on the trend in pay-TV homes. I'm not sure I heard any commentary around that, but I was wondering if you could just update us on what you're seeing there, if there's any change or things are continuing kind of like they were? And then in terms of the step-up to the low single-digit CAGR -- from a low single-digit to mid-single-digit CAGR and net retrans, what is it that makes you more confident now? I mean what -- is that just the rate that you're seeing from the deals you're negotiating on the top line or on the expense side or the trend in cord cutting? What is it that makes you more confident there?

So, in terms of churn, your first question, churn has been stable for us. We're still in mid-single-digits and that's what's reflected within our guidance. And I do want to make sure that it's clear, our -- we have turned the page on our guidance since -- we used to talk about 2022 to 2025, 2022 is kind of ancient history now. So, we're guiding for 2023, which is now in the books kind of from now to 2025 we see a mid-single-digit CAGR. We think that's a more useful guidance there. But in terms of your question about confidence, we have obviously had several engagements over the last six months with very significant MVPDs. And I think we have a very good sense of the market where we are, what's ahead of us. We've also locked in pretty much all of our reverse for our big -- biggest three network affiliations that ABC, Fox and CBS. Those are multiyear agreements. We only -- we have NBC, which is our smallest group, up at the end of this year. So, it's -- we have a lot of certainty on the reverse side, and we have good market data with major MVPDs with recent renewals that give us confidence for our outlook, which most of those deals that I mentioned really what will set in the next two years or even three years is going to be those renewals over the next 10 months.

Okay, that's helpful. And then just one other quick thing, if I could. On the settlement with the Diamond Group, is there any potential impact on that settlement if the restructuring is not approved, if they aren't able to emerge? It seems like they probably will. But is there any tie between that and actually completing the restructuring?

No, there is no contingencies related to the broader restructuring. On Monday, the judge approved both the dip financing for Diamond, but also this settlement. So, that was the only sort of contingency that we had at the judge would need to approve. There's some documentation that we're looking to finish up here in the next couple of days, but that should not be an issue in terms of getting to the finish line. And then from there, there's no other contingencies.

Okay. Thank you.

[Operator Instructions] The next question comes from Aaron Watts with Deutsche Bank. Please proceed.

Hey everyone. Thanks for having me on. A couple of questions. I'll start on the core advertising front. You and others seem to be seeing a modest slowdown here at the start of the year. Any signs you can point to that give confidence on an improving picture as we move through the year, acknowledging you'll probably have some crowd out to deal with later on this year?

Let me jump in and then I'll let Rob add some color. But 1 of the things that affects our Q1 is that we have significant sporting events, including Super Bowl and March Madness. And we had Fox to the Super Bowl last year, and we had CBS do the Super Bowl this year. We have way more Foxs than CBSs. But when you take out the impact of Super Bowl and March Madness, we're actually still trending in line with what we saw last year. So, the slowness, at least when you really dissect the numbers, it hasn't shown up yet. I'll let Rob add any more color if he wants.

Sure. National had a very soft January and has recovered as the months have gone on in the quarter. Local has remained steady. I think our shifting to a full media company mentality and selling all screens and being trained over the past decade has aided our core business and to be able to offset any weaknesses that we are focused on marketing solutions versus just selling spots and dots, so that helps offset any pure core weakness because of our tool sets and our specialty sales that we focus on in service industry, the legal industry, the auto industry. So, they're all run by experts coming out of those categories. and it allows us, I believe, a first mover's advantage, which led the 2023 results heading into 2024 with the safe consistency.

Okay. Thank you. Helpful context. And then maybe a bit of a housekeeping question for Lucy, but with the Diamond settlement, you noted you'll pay $50 million to start this week out of the venture silo. Any further clarity you can provide on how much of the remaining payments will be paid from ventures versus STG.

That is something that will be determined over the next 60 days, the independent Board members of the two silos are going through a process to determine that.

Okay, got it. And then lastly, Chris or Lucy, I heard your comments that capital allocation likely stays focused on the debt side near-term. With that in mind and given the increased investor scrutiny on leverage around the space, where would you like to see leverage live? And when do you see being able to get there on a blended EBIT on your basis?

Yes. So, Aaron, our target leverage, which is high 3s, low 4s, that target has not changed. Now, pro forma for the Diamond settlement, we do expect leverage to naturally decline this year on the strength of political and EBITDA.

Okay, got it. Thank you very much.

We have reached the end of the question-and-answer session and I will now turn the call over to Chris Ripley, President and Chief Executive Officer for closing remarks.

Thank you for joining us today. If you have any additional questions, please do not hesitate to reach out to our IR department.

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