Greetings. Welcome to the Sinclair Fourth Quarter 2024 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 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 COO 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. I would also like to note our prior release of certain fourth quarter local media financial information which we disclosed in late January prior to the launch of our refinancing. 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. Included on the call will be a discussion of non-GAAP financial measures, specifically adjusted EBITDA. This measure is not formulated in accordance with GAAP, or 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. Let me now turn the call over to Chris Ripley.

Good afternoon everyone and thank you for joining us. I wanted to start with a bit of breaking news regarding NextGen broadcast. Earlier today the National Association of Broadcasters filed a petition with the FCC which asked the Commission for a roadmap to sunset ATSC 1.0 in order to facilitate a full transition to ATSC 3.0 which would include transitioning the top 55 DMAs to 3.0 within three years which covers 70% of the country. It also asks for the remaining markets to be converted to 3.0 within five years. As an industry, we believe that such an orderly transition will benefit the nation's consumers by offering significant improvements in picture quality, audio clarity, interactive features and public safety capabilities. It would also support the long-term viability and global competitiveness of the broadcast industry by making significantly more spectrum available for additional content and data casting. We look forward to working with the NAB, the Industry Chairman Carrs, FCC and the Trump administration as the industry continues to make significant progress on NexGen broadcast and as we move towards a more equal competitive playing field for broadcasters. Turning to slide three, I wanted to highlight what was an active and successful year for Sinclair in 2024. Once again we reported what we believe will be the strongest core advertising performance amongst our broadcasting peers in 2024. In addition, we announced record breaking political advertising revenues of $405 million, doubling the 2026 presidential year results. We also completed a successful year of distribution and network affiliation agreements with over 5% net retransmission growth year-over-year in 2024. Our fourth quarter results were an illustration of this progress as our adjusted EBITDA of $330 million in the quarter came in $5 million above the high end of our guidance range as announced last…

Thanks Chris, and good afternoon everyone. Turning to slide 8 several weeks ago we made a significant marketing announcement by introducing AMP Sales and Marketing Solutions and AMP Media. This rebranding of our internal sales and content platforms is redefining how we connect with our customers and audiences. The rebranding is designed to do several things. First, we want to highlight the fact that we are more than a broadcast TV platform. We also have a strong digital product, highly ranked podcast and social verticals. We have found relevancy on all platforms. We want our sales forces to be focused on offering strategic solutions to advertisers to more effectively engage audiences wherever they may be and however they want to receive our content. In addition, the strategic evolution of our business will involve a revamping of our internal processes to build stronger sales teams with cutting edge resources. This is part of our transformation strategy to migrate from a traditional broadcast company to a multi-platform media organization and we cannot be more excited of our potential and amplifying what we do. On slide 9, we had a very successful 2024 from a distribution perspective. We successfully renewed retransmission consent agreements representing 80% of our traditional Big 4 subscriber base. It is worth mentioning that with respect to the remaining 20%, we remain in active negotiations with this MVPD and our fourth quarter results and first quarter guidance reflect accruals based on the current state of negotiations which continue to progress. We also completed a long term renewal with NBC, our last network affiliation agreement renewal in this cycle. Combining successful renewals gives us greatly enhanced visibility in both our retransmission revenues as well as our network programming fees for the next several years. Notably, since we are frequently asked about our mid-single-digit 2-year CAGR for net retrans revenue guidance, it is worth noting that our 2024 net retrans revenues grew by more than 5% over 2023. Following our renewals, we have even greater visibility and reiterate our previously stated net retrans guidance. Turning to slide 10, I just wanted to put a quick ball on our political revenues for the year. As we discussed in our preliminary numbers on our last call, we recorded a record $405 million of political revenues in 2024. Not only was the full year a record for Sinclair, but we also broke our records in all four quarters of the year, excluding the impact of the Georgia Senate runoff in 2020. The 405 million full year results represent a doubling over 2016 levels and a 16% increase over the 2023 Georgia runoff total. We are well positioned for what we believe will be highly competitive and contentious races in both the 2026 midterm elections in the dual open presidential election in 2028. Now let me turn it back over to Chris to provide a couple of our industry updates.

Thanks, Rob. On slide 11, I wanted to turn back to NextGen Broadcast to briefly discuss one of the more exciting industry developments for the technology Last month we announced a joint venture with Scripps, Gray and Nexstar to combine our commercial NextGen broadcast efforts with under EdgeBeam Wireless. This joint venture allows us to create a nationwide spectrum footprint that no individual broadcaster could achieve on its own. In fact, EdgeBeam will start with ATSC 3.0 national coverage of approximately two thirds of U.S. households. Once the stations of all four partners are converted, we will be able to reach approximately 98% of all U.S. households. We anticipate even more broadcasters will partner with EdgeBeam to deliver truly nationwide services of our expansive, reliable and secure wide area data delivery services at very cost effective price points for use cases such as streaming video offload, automotive connectivity services and precision navigation, among many other potential use cases. We view this announcement as a groundbreaking development for NextGen broadcast monetization as well as for the broader broadcast industry, and we're very excited about the potential going forward. Speaking of excitement, the industry is optimistic on the political changes in Washington, specifically at the FCC with Chairman Carr at the helm. Turning to slide 12, we are hopeful that many of the woefully outdated FCC regulations that have hampered growth in the broadcast industry over the recent decades will be revisited, if not eliminated, in the coming months. While the timing and extent of these changes obviously remain to be seen, the industry is hopeful that most of the outdated ownership rules impacting the sector will be modified to allow sensible M&A and portfolio rationalization. In addition, we will be lobbying for other issues impacting the sector, particularly the rules that prohibit broadcasters from negotiating directly with virtual MEPD'S as well as the rules that will allow the industry to rapidly sunset ATSC 1.0 Networks, which will help accelerate wide adoption of NextGen broadcast products and services as evidenced by the industry's filing earlier today. On slide 13, I wanted to take a moment to highlight our 2024 Sinclair Cares community impact. During the year, we donated more than 7 million of on air promotion time and supported over 400 different charitable organizations. In addition to raising over 24 million for those charities, we collected more than 4 million pounds of food, provided over 3.5 million meals, collected over 300,000 toys, provided over a quarter of a million diapers, and donated almost 6,300 pints of blood. I could not be more prouder of our viewers, advertisers, partners and employees that help drive this significant community impact across our footprint every single year. Now let me turn it over to Lucy to discuss our financial results in more detail as well as our successful refinancing.

Thank you Chris, and good afternoon everyone. Turning to Slide 14, I want to highlight our recent comprehensive balance sheet refinancing. The refinancing is the result of months of hard work by many people, but I want to specifically thank our debt holders and lenders for their support during this process. The centerpiece of our refinancing was a $1.430 billion [ph], 8-year, 8.125% first-out first lien note. The broader refinancing not only addressed our 1.2 billion 2026 maturity, but also extended the maturities of certain of our other debt such that our weighted average maturity is now over six and a half years. Pro forma for the completed transactions our first-out first lien net debt leverage is below 2 times with first lien net leverage at 4.2 times as of year-end 2024. Our balance sheet is now not only the industry's longest in terms of maturity profile, but more importantly well positions us to participate in in what we hope will be a period of renewed M&A activity within the sector. Turning to slide 15, you can see the transformation of our balance sheet and the extended maturities across our various debt tranches over the coming years with our closest meaningful maturity now not until the end of 2029. Slide 16 shows our year end 2024 cap table and our pro forma cap table refinancing. On Slide 17 we highlight our fourth quarter consolidated results. I won't spend too much time here as Chris touched on most of the key drivers in his commentary relative to our November guidance, but I did want to highlight that adjusted EBITDA beat our guidance range by approximately $5 million at the high end of the range. That was due to stronger distribution revenue on modestly lower subscriber churn as well as lower media…

Thanks, Lucy. As you've seen, it was a very active and successful year for Sinclair on many fronts. Turning to slide 24 to summarize the year in review, we have seen continued strength in the broadcast TV business model. 93 of the top 100 most watched telecasts in 2024 were on broadcast TV and 2 1/2 weeks ago Fox delivered the most watched telecast in the history of American television in Super Bowl 59 with 127.7 million total viewers, besting the record previously held by last year's Super Bowl. In fact, to further highlight the power of broadcast television, Nielsen recently reported that our telecasts of the Portland Trail Blazers led the NBA in audience growth year-over-year through the All Star break with a 68% growth rate as our broadcast signals now cover 100% of the Portland market as opposed to the team's prior telecasts on Root Sports. We also benefited from political record political revenues in 2024 of $405 million, a 16% over our pre runoff 2020 revenues and a doubling over 2016 political revenues. We anticipate continued political revenue strength in 2026 with highly competitive Congressional rates and races and control of Congress hanging in the balance. In addition to 2028, which will see dual open presidential primaries for only the second time since 2000. Core advertising trends have been improving throughout the first quarter following some softness in late in the year and in early January around specific categories. We are confident that with our multi-platform content strategy, effective yield management and sales optimization processes, we will continue to drive best in industry growth in core revenues as we have consistently done so over the past several quarters. In addition, our distribution team had a very busy and successful 2024 which greatly enhanced our visibility on our…

Thank you. [Operator Instructions] The first question comes from Steven Cahall with Wells Fargo. Please proceed.

This is Deborah [ph] on for Steve. Our question is there's a lot of optimism that the new FCC could act to relax local station ownership rules. Should we think of Sinclair as more of a buyer or more of a seller if there's room for consolidation? And if a buyer how much of the cash adventures would you be willing to commit for dry powder versus other investments or returns to shareholders?

Great. Thanks for the question. So look, as I mentioned in my prepared remarks, we are very optimistic as I think the rest of the industry is for deregulation. The timing and degree of which will have to be seen. But as I think about M&A, there are three buckets of opportunities that we are considering. One is the first bucket I would characterize as sort of cleanup buying in our JSAs, for instance. That would be immediately accretive to both leverage and our valuation, produce a bunch of synergies and require minimal cash out the door. The second bucket is station swaps. That's where, say, us and another large broadcaster would trade stations in overlap markets. And those can be done with low to no cash as well and would generate a significant amount of synergies. So again, very accretive to both our valuation and to our leverage multiples. And then the third bucket is large scale M&A. The good news is I think all three of those opportunities are in play currently. Even with the rules as they are currently drafted. This administration, I think will follow the rules as drafted. That was not the case in the prior administration. So we're looking forward to just taking advantage of the rules as they exist today. And as I said, we're hopeful that there will be further loosening in the future. But I guess my message here today is that just with what we have, there's a lot that can be done. And so we're very excited about that. In terms of whether we would be a buyer or a seller, we're either. We're here to maximize value for the shareholders, and so we're flexible. And certainly you can see that in the example of station swaps, where we'd be both a buyer and seller at the same time. And then your reference to Venture cash, As I mentioned in the remarks, now that we have done the comprehensive refinancing and STG has the best balance sheet in the business, we are reexamining those cash balances and we are looking for new investments for Ventures, but we're also looking at potential shareholder returns as well like I mentioned. Needing to use that for M&A, I don't think will be needed, but that flexibility is always maintained.

Okay, the next question comes from Dan Kurnos with Benchmark. Please proceed.

Great, thanks. Super comprehensive, guys. Chris, just long, long overdue on the sun setting of 1.0. Obviously we've been waiting for a while for that and then kind of the forward steps here. I think we're all still kind of eyeing 2027 as a real revenue year, but there's a lot more that you guys have announced and you guys have some extra initiatives that are unique to you. So how do we think about the impact of ATSD 3 over the next two to three years?

Yes. Thank you for that. It is -- look, this is a watershed day with the filing from the NAB, putting in place, hopefully, if accepted by the FCC, a sunset of 1.0, which will significantly increase the revenue opportunity that we have within 3.0 because there will be so much more Spectrum to be used, which could be used for more content, but also be used for the data casting opportunities that we've been talking about and that we formed EdgeBeam Wireless with our broadcasting partners to go pursue. So we think it's a huge development that the sunset is being put in place. As I've stated before, I do think there'll be some amount of revenue generated in 2025 as it relates to 3.0, but it will be small and it will build from there. The other good news is that between now and 70% of the country, which is the plan where the top 55 markets would transition completely by February of 2028 we are working on other strategies to increase additional 3.0 capacity within the markets that we've already transitioned and actually complete the 20-or-so percent of the markets that we have yet to transition. And we can do that through additional channel sharing, improvements in compression. And as EdgeBeam develops more uses for our Spectrum, which are honestly popping up every other day, the need for more capacity is going to become the limiter. And so between now and 2028, we'll be working on increasing that capacity so that we can generate more revenue. And then when all of 1.0 is sunset, that's when the real volume of new revenue will start to come into the industry.

Got it. Helpful. And then just one more. You gave color on some of the stuff we're seeing with Charter. We've heard positive kind of rebundling, Comcast as well, sub sustain ecosystem maybe pacing a bit better. Just what are your thoughts on sub trends? And I know you guys don't have reverse up until the end of 2026, but I think your peers may start to talk about reverse coming down. So just how should we think -- you gave some pretty strong comments on that, but just maybe put those two pieces together for people. Thank you.

Yes. Thanks. Look, I'm more optimistic about pay TV than I have been in a long time. As we've detailed, the Charter strategy of bundling and streaming, we think, is a winner, and we're already seeing good signs with that with their -- they had a really great report in Q4. Now we won't see the results of that in our business until for a quarter later because we're in arrears. But even Comcast who hasn't copied the Charter strategy saw an improvement in their last quarter churn trends. So when you add up the combination of our new contracts, which we put in place over the course of 2024, which I think really improved the outlook for our retrans, plus improving churn, which you're starting to see in some of these bigger players as they counter -- as they actually react to what's happening in streaming and streaming becomes more expensive and less convenient and all the other things that we've talked about, we are -- you add that up, and we think our net retrans outlook is extremely positive. As you noted, on the network side, we don't have much up. So I think we were very successful in resetting expectations through our last cycle, but I wish our competitors well in their next cycle. And I think that the dynamics within the industry are positive towards the affiliates in that regard.

Great. Thanks, Chris, appreciate it.

The next question comes from Aaron Watts with Deutsche Bank. Please proceed.

Afternoon everyone. Thank you for having me on. Two questions. First, you're guiding first quarter core ads down around 3%. I heard your comments that it feels like there's some firming up as the quarter unfolds. Based on what you're seeing in the marketplace today, do you think you can grow core advertising for the full year? And maybe you can talk to some of the key factors and verticals playing into your outlook? And then I've got one more. Thank you.

Yes. This is Rob. And the answer is yes, we do think we could turn it into a positive. That's one of the reasons why we rebranded our sales team. We have national scale and can hit local geo targets. So thus the name AMP Sales & Marketing Solutions. And because we have a cross-platform solution, it's not one-stop shopping. And we're coming up with unique activations across our platform that will drive it. Automotive right now ended fourth quarter somewhat soft and ended first quarter soft, but you're going to see heavy inventories on the local dealers, the Tier 3. And at a given point, the dealers are going to have to activate, and we project buying down the interest rates. Right now, there was softness due to the high interest rates, and it's our belief that the interest rates will soften and be more attractive to go and lease or buy a car. We're seeing our service category and legal category up. And so we expect as the consumer confidence grows that we'd be able to turn this into a positive year for us.

Yes, Aaron. And just to put a finer point on that, too, we definitely saw a firming in the business as the quarter has progressed from some of the late weakness we saw in late Q4, early Q1. And so we see that as a positive sign. So the general economy is certainly sending mixed signals to people, but we've seen a firming there. And then also remember, for the year, most of the crowd out is in the back half of the year. So that is going to augur well for the back half of the year.

And in addition, we are selling our sports very successfully. On a Fox-to-Fox comparison, 2023 to 2025, we were up $1.9 million in revenue year over same like year with the affiliates. We are pacing to be up as well with the March Madness. And so we're capitalizing on our two largest affiliate base groups having these marquee events in first quarter, and March Madness bleeds over into somewhat early April as well.

Okay. Very helpful, guys. I appreciate all that. If I could ask one more, a bit of a political advertising postmortem. You're coming off a record year. That said, as you've now had time to digest how it all shook out, how do you feel about broadcast TV and Sinclair specifically defending your share against digital, CTV, etcetera, as we think ahead to the next round, 2026, 2028?

Yes. Thanks for that, Aaron. I think the last political session was a resounding success for broadcast TV and just reaffirmed how important we are in the ecosystem. We were the only media that increased dollars versus 2020. We're up 9% as an industry. And clearly, there was a new player on the scene, connected TV, OTT ads, which took about $2 billion of spending, but it largely took that from digital media, cable, radio and other sources. So -- and then as you further dissect what happened in the last election cycle, Republicans spent 53% of their budget on broadcast and Democrats only spent 39% on broadcast. And so I think that just underscores the ROI that is delivered by broadcast when you take a look at how the last 2024 political season played out.

And I'd also say we're the only ones that can touch the local communities. Everybody else is just about tonnage. We're able to do local town halls. We're able to showcase the different people running locally as well. And we also play in the connected TV space. So again, thus the name changes because we offer these solutions across all platforms on a go-forward basis, and we did it in the last election cycle. So coming off a record year, we don't see anything slowing down. We'll have a very competitive midterm leading into first time in a long while as we both, Chris and I iterated on that there will be open primaries for both the Dems and the Republicans.

Very helpful. Thanks again guys.

[Operator Instructions] The next question comes from David Hamburger with Morgan Stanley. David, please proceed.

Hi, thank you very much. If I could ask a couple of questions and then one housekeeping. On the net retrans revenues, I appreciate you reiterated guidance for mid-single CAGR over 2023 to 2025. I was wondering if we could get -- unpack that a little bit. It looks like your distribution revenue guidance for first quarter of 2025 is up 4%. And then I know this is not apples-to-apples, so that's where maybe hoping you could provide some guidance. I see the -- for the year, you're guiding media programming production, SG&A expense up 2% year-over-year. Can we think about that as about that net retrans revenues this year will be up, say, about 2% versus the more than 5% last year? And maybe in that context, it looks like you did 80% of your retrans renewals, but it looks like Comcast has not renewed. And maybe you've been on kind of one-year extensions or something with Comcast and maybe you can highlight what your anticipation is for that renewal.

Okay. I'll deal with that, and then I'll hand it over to Lucy to talk about some of the guidance questions. But look, in regards to our remaining MVPD, the 20% or so that we're still in active negotiations, we have put in our fourth quarter -- in our fourth quarter results and our first quarter guidance, those do -- those reflect accruals that are based on the current state of negotiations. And so we have been in short-term renewals, and we're making progress. We will have that wrapped up soon.

Yes. So David, we don't have full year revenue guidance on the Street. But what I would tell you is we expect growth in the net retrans. Remember, with broadcast, the rates kick in, the step-ups, renewals kick in based on when the renewal occurs, right? So it's not like in cable where everything happens on the first day of the year. These occur as you're cycling through. So we had a lot of renewals in 2024. So we will see the effect of those year 1 renewals as we go through 2025 as well as some nice annual escalators that take place as well. So we do expect net retrans to grow in 2025.

Okay. That's helpful. Just curious if you -- maybe if you could take a longer time frame, how you think about -- how should we think about the growth in net retrans as we go through the year and into next year?

So David, we're not giving explicit guidance beyond 2025 right now. However, as we've noted, we've seen some positive signs on the churn front. We think the Charter strategy is already working and will work even better once they really start to publicize it. And we think other MVPDs will follow when they see that success. That, coupled with the new deals that we put in place, which I think more appropriately deal with the current environment in terms of how we've spread the rates around, we add all that up, and we believe that net retrans will grow going forward.

Okay. And just on leverage, can you just kind of reiterate what your leverage targets now are and now you have first lien and second lien debt as we think about secured leverage overall versus total leverage and maybe talk a little bit about how you think when you might achieve those targets and how?

Yes. So the leverage for total net has not changed. It's still high 3, low 4 times. We certainly are not going to get there this year in a nonpolitical year and given the tax payment that we have related to the Diamond emergence. However, we will look -- the business will naturally delever, right? 2026 is, as we said, we expect to be a big midterm election year as we run through our podcasting strategy, right, which we just really launched a year ago, that will contribute to the EBITDA. As Chris talked about with potential M&A, right, with -- whether it's expense synergies on swaps or savings on bringing in JSAs at very low leverage multiples, all those kinds of things will help delever the company as well as the ability to go out and also buy in some of the debt that's trading at discounts.

Okay, thank you very much.

Up next is Benjamin Soff with Deutsche Bank. Please proceed.

Good afternoon. Thanks for the question. Really exciting stuff with the balance sheet transactions and then the commentary about potentially returning cash to shareholders. So I'm wondering what you would want to see in the business before you begin that process. Thank you.

Well, I think what we're saying on the call is we already see it in the business, so there's nothing more that we need to see. Getting the comprehensive refinancing done at STG was a major milestone that we wanted to get done before we made any big commitments one way or the other. And now that that's done, we have the flexibility to both invest in new control investments, which is our strategic intent, but also take advantage of what we think is a woefully undervalued share price where we still are way, way below our sum of the parts. So that is very much on our mind.

And then you highlighted a pretty large TAM for EdgeBeam. How do you think about competition for that TAM from other industries? And what do you think broadcast's fair share is of that opportunity?

Well, the three areas that EdgeBeam is going to be focused on first is streaming offload, the CDN market, precision navigation and automotive connectivity. Those are just three of the first use cases, which already have POCs, pilot clients. A lot of work has been done by the various partner broadcasters in those areas. And so EdgeBeam is coming in with a running start, and it's going to take all that work and start commercializing those into real revenue. And the TAM within those three is about $50 billion. By the way, the entire TAM of the broadcast industry is about $40 billion. So the idea is to play into different pools of opportunities. And I don't think that we're just going to be limited to those three other markets. There'll be others as we develop the asset. And if you just assume a small percentage share in those much larger markets in totality, it's significant revenue for the industry. And we have value propositions within each of those, which are unique. Either we can do something at a much lower cost or we can do things that other wireless systems just simply can't do. And so it remains to be seen what we ultimately grab in terms of share, but you don't have to make a very herculean assumption for a lot of revenue to start flowing our way.

Okay, appreciate the color. Thank you.

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, operator, and thank you all for joining us today and your support of Sinclair. To the extent you have any questions or comments, please don't hesitate to reach out to us.

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