Good day, everyone, and welcome to the Sinclair Second Quarter 2025 Earnings Conference Call. [Operator Instructions] It is now my pleasure to turn the floor over to your host, Chris King, Vice President of Investor Relations. Sir, the floor is yours.

Thank you. Good afternoon, everyone, and thank you for joining Sinclair's Second Quarter 2025 Earnings Conference Call. Joining me on the call today are Chris Ripley, our President and Chief Executive Officer; Narinder Sahai, our Executive Vice President and Chief Financial Officer; Rob Weisbord, our COO and President of Local Media; and for Q&A, Lucy Rutishauser, our Executive Vice President. 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 and 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. This measure is not formulated in accordance with GAAP. It's 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. Beginning on Slide 3, I want to introduce Narinder Sahai, our new Chief Financial Officer. Narinder brings more than 2 decades of strategic financial leadership across multiple industries with deep expertise in capital markets, M&A, investor relations and financial planning and analysis. His broad experience brings fresh perspective that we will -- that will be invaluable as we drive our transformation strategy. Before we continue with our standard earnings call format, I would like to turn the call over to Narinder to introduce himself and share his perspective on the Sinclair opportunity.

Thank you, Chris, and hello, everyone. First, let me express my gratitude to you, the entire management team and the Board for entrusting me with this important responsibility. I want to particularly thank Lucy for her outstanding mentorship during my transition. I'm inheriting a tremendously capable team, which speaks volumes about Lucy's excellent leadership. I am excited to join Sinclair at such a pivotal time in the company's evolution. Sinclair has been a truly transformational company throughout its history. We pioneered local marketing agreements, executed the first retransmission agreement and have consistently led NEXTGEN Broadcast development. This track record of innovation and industry leadership, combined with our unique positioning as an integrated media and technology platform creates a compelling value proposition that I believe represents significant upside potential. With my financial leadership experience and engineering background, I see tremendous untapped potential in our NEXTGEN Broadcast technology developments, operational improvements and distinctive Ventures portfolio. My focus will be on unlocking this value and demonstrating the multiple value drivers across our platform through strong execution. At Sinclair, the fundamentals are strong and the opportunity set is significant. I look forward to building confidence in the Sinclair story with our investment community and demonstrating our progress. For those of you who have already reached out, thank you for your support. I look forward to meeting many of you over the coming weeks and months.

Thank you, Narinder. We couldn't be more excited to have you here, and I know I speak for the entire Sinclair team when I say that we look forward to your leadership and expertise as we continue this path in the quarters and years to come. I also want to acknowledge the appointment of Conrad Clemson as our Chief Executive Officer of EdgeBeam Wireless, our data casting joint venture with our broadcast peers. Conrad has several decades of leadership experience in the media and telecommunications industries and is well known for its technology innovation leadership. Most recently, he served as CEO of EditShare, where he successfully scaled the company to a high- growth enterprise-grade industry leader. As CEO of EdgeBeam, Conrad will lead the continued build-out of EdgeBeam's platform and operations as it continues to move aggressively to fully commercialize the highest value business use cases for next-generation data delivery. Turning to Slide 4. In what was a challenging quarter amid macroeconomic uncertainty impacting the global economy, we delivered solid results with total advertising revenue coming in within our guidance range and core advertising revenue up year-over-year on an as-reported basis. Our distribution revenues were below our expectations as growth from some of our larger virtual MVPDs was slower than expected. However, it is important to note that distribution revenue was up year-over-year in the first half of the year and flat with year ago levels during the second quarter. Media expenses were materially better than expected, driving adjusted EBITDA comfortably above the midpoint of our guidance range. Slide 5 highlights our Ventures portfolio as we continue our transformation away from our minority investment holdings and look to position the portfolio for more majority-owned assets over time. Ventures benefited from $6 million of cash distributions and invested $11 million in…

Thanks, Chris, and good afternoon, everyone. Beginning on Slide 8, I want to focus on several important developments for our Local Media operations since our last call. First was the launch of 4 college football podcasts covering 4 of the biggest, most historic college programs in the country, Ohio State, Alabama, Texas and Notre Dame. In addition, we also launched a new WNBA podcast in conjunction with the league All-Star Weekend called Post Moves, which features WNBA Legend, Candace Parker and Indiana Fever star, Aliyah Boston. These podcasts join our previously launched sports focused podcasts that have quickly become among the most popular sports podcasts in the country. We view these podcasts and related social media as a key growth driver for the segment as their popularity and advertising dollars continue to grow rapidly. However, the story does not end there. We will shortly be announcing a landmark events and media partnership with a leading sports representation and marketing agency that will include signature live events with our podcast talent. These events will include a nationwide tailgate tour during the upcoming college football season as well as an exclusive hospitality and brand activation event at the Super Bowl in February from Santa Clara. We will be producing original content and brand activations at these events, which will be distributed across our various media platforms to maximize exposure and engagement for our customers. Turning to Slide 9. I'd like to take a moment to highlight our multicast networks, which have been delivering record growth in recent quarters. Driven by the acquisition of popular series and movies and expansive distribution growth in top 10 DMAs, these networks are poised for continued strong growth in the coming quarters. Through the May sweeps, our 4 networks, CHARGE!, Comet, ROAR and The Nest, had the highest year-over-year coverage growth among all Nielsen-rated broadcast networks. And among total viewers in top 10 DMAs, CHARGE!, Comet, ROAR show year-over-year growth of 21%, 17% and 40%, respectively. Looking ahead, these multicast networks continue to invest in even more big hits for the upcoming television season, including Criminal Minds, Homicide: Life on the Street, Wahlburgers, Xena: Warrior Princess, and many other fan favorites. Lastly, from a core advertising perspective, I wanted to provide a little color on the current conditions that we are seeing. While several large categories remain hampered by macroeconomic and tariff-related uncertainty, we have started to see signs of improvement over the past several weeks. While I would still characterize our overall visibility as below historical levels given the uncertainty, I do think several key categories have begun to show stronger demand. Now let me turn it back over to Chris to provide a brief regulatory update.

Thanks, Rob. Turning to Slide 10. Sinclair has already begun to complete several transactions given the deregulatory approach that the industry has seen in recent months. We have already concluded the purchase of several stations for which we were providing sales and other operating services while divesting several smaller stations, and we continue to explore and work on other M&A opportunities, including highly accretive market swaps and JSA acquisitions. Notably, our opportunities for growth and synergies have increased in the recent ruling by the Eighth Circuit Court of Appeals, which vacated the antiquated SEC prohibition of owning 2 top 4 ranked TV stations in a local market and the recently adopted inconceivable rules that attempted to restrict our use of our multicast streams. Our industry has watched for years as our competitors grew unburdened by these types of ownership rules. So this is a long-awaited and much welcomed common sense ruling that has unburdened us and will open up more opportunity for rational growth within the industry. We're also pleased to see multiple proceedings currently under review by the FCC, including the sunset of the industry's 1.0 spectrum, which would unlock high-value spectrum positions for NEXTGEN data distribution business models as well as the review of the current national ownership cap and the recent approval of several duopoly markets for broadcasters. I also think it's important to address the current state of the network affiliate relationship. Recently, Chairman Carr sent another letter to a network questioning current practices within this relationship and opening an inquiry. This is not the first time the SEC has reviewed this relationship structure. While we have long appreciated our relationships with our network partners, we believe to allow for continued growth and viability of local journalism and broadcasters, this review of the affiliate network relationship…

Thanks, Chris. I'll cover our financial results in 3 parts. First, I'll review our balance sheet, net leverage and cash flow-related items. Second, I'll walk through our segment performance as well as consolidated revenue and adjusted EBITDA results for the quarter. And third, I'll provide our outlook for the third quarter and key financial metrics for full year 2025. Turning to Slide 11. Our balance sheet remains the industry's longest maturity profile, but more importantly, it positions us well to participate in what we expect to be a period of renewed M&A activity within the sector. During the second quarter, we opportunistically repurchased approximately $81 million in face value of STG's 2027 notes for $77 million, capturing immediate value. We ended the quarter with first out, first lien net leverage at 1.8x and net leverage at 5.7x based on a trailing 8-quarter calculation. Capital expenditures of $17 million were well below our guidance range, primarily reflecting project timing within the year. Our liquidity position remains strong with a fully undrawn $650 million revolver and consolidated cash of over $616 million, including approximately $224 million at SBG and nearly $393 million at Ventures. This financial strength, combined with no meaningful debt maturities until the end of 2029, gives us significant optionality. On Slide 12, we highlight our second quarter segment results. Local Media and Tennis Channel delivered adjusted EBITDA of $99 million and $13 million, respectively, well above the midpoint of our guidance ranges. In the Local Media segment, distribution revenue of $380 million was 1% below the prior year quarter and came in slightly below our expectations, largely driven by lower- than-expected subscriber growth for virtual MVPDs. Note that distribution revenue is still up 1% for the first half of 2025 compared to the prior year, as Chris referenced earlier.…

Thanks, Narinder. Turning to Slide 18 to wrap up the quarter with our key takeaways. We delivered solid financial results with adjusted EBITDA within guidance and successfully repurchased $81 million of our 2027 notes while reducing our full year cash guidance by $74 million. We brought in a seasoned financial executive and our new CFO and announced Conrad Clemson as CEO of EdgeBeam Wireless, positioning us well for our transformation strategy. Our content initiatives continue gaining momentum. Digital Remedy is driving growth as a consolidated asset. Our multicast networks delivered record growth and AMP Media expanded with 5 new sports podcasts covering major college programs and the WNBA. Most importantly, the regulatory environment continues to provide encouraging tailwinds for future growth opportunities. All in all, we're very well positioned for continued progress in the quarters ahead. Thank you very much for joining us today and your interest in Sinclair. Rob, Narinder and I will now take your questions.

[Operator Instructions] Your first question is coming from Dan Kurnos from Benchmark.

Welcome, Narinder to the party. Just Chris, I appreciate the regulatory commentary. I mean, obviously, we've got a lot of news. We'll see what happens in the September meeting. You guys have positioned yourselves, it seems more like to be active on the buyer side. Narinder talked a little bit about balance sheet flexibility. I mean how aggressive do you think that you can get? And do you think you're going to get any remedies on the network side, which you called out? And then separately, just additional color on what happened with the virtual distributors. Does that mean that your sub declines came in a little bit worse than you anticipated? Because obviously, the -- and I know you're on a 90-day lag with traditional, but it sounded like sub trends were getting better there. So some thoughts around...

Yes. Thanks, Dan. So I'll answer the second question first. Look, I think we're confident that the market trends are working in our favor in terms of reverse compensation. And you can see over the years that we've been able to manage down increases at a steady rate, and we're starting to see decreases in certain of our reverse compensation to networks. And so you couple that with the recent launches, 2 networks recently launching DTC services, that would be ESPN and FOX One. And I think that just bolsters our position -- our negotiating position because I think it's -- there's an increasing awareness within the industry and quite frankly, the FCC that now that exclusivity has essentially gone from the network affiliate relationship, but the networks are really grossly overpaid. And that's why we continue to believe that we will do better and probably should do probably even better than we actually will do. But on your other question around subscriber trends, yes, a big virtual MVPD in second quarter actually lost subs quarter-over-quarter in a fairly significant way. Now we do think there will be a big bump coming back up for football as we see this trend within the virtual space, given that it's a month-to-month program where people are coming in and out of the virtual space for the football season in a more exaggerated way now that the space is getting bigger as a bigger part of the overall ecosystem.

Your next question is coming from Steven Cahall from Wells Fargo.

[Technical Difficulty] welcome to broadcast [Technical Difficulty]. A few questions for me. So maybe Chris, you [indiscernible] deals here, and you said there's a lot of opportunity. Can you just help us with what the accretion is from the things that you've announced so far? I think there's a lot of duopolies in there. I think we've thought about these as maybe being sort of double-digit million dollars accretive to EBITDA. So I just wanted to know if there was any outlook on the contribution there. And then to follow up on the retrans question, I think you have guidance for mid-single-digit net growth, which ends in 2025, I think that's a 2-year CAGR. Based on what you're seeing in sub declines and reverse comp, is there any risk to that guidance? And then maybe lastly, a little surprised to see core ads not better in Q3 with the easier comps. Wondering if you have kind of green shoots yet in core or if it's still pretty choppy out there.

All right. Well, I'll let Rob address the last question around core, but I will hit your first 2 before that. And on the M&A front, I think it's easiest to -- like just to give you scope here. And I do think, as I mentioned in my comments, it's very, very important and very positive news that the Eighth Circuit overturned the 2 Big 4 rule. I think that really accelerates the expected path of deregulation because the expected outcome was a remand to the FCC, and then we could have been waiting for another year for that process to play out. But now we're within 90 days of operating in a world where there is no more 2 Big 4 prohibition. And what I think gets less notoriety is that the multicast restrictions that were placed on the industry last year were overturned immediately. And so both are very, very significant, and they're very near-term relief items. And so you've seen us already be active. We've closed 1 station swap, 4 station sales, 2 new station service agreements. But there's -- the pipeline is pretty robust, and it's going to accelerate here, especially with these recent rulings. So we have 18 more JSA buy-ins planned in the pipe, and we're busy working on other transactions, like I mentioned, station swaps, et cetera. So probably the easiest way to think about all of the JSA activity, which you're going to see more coming in the near future is that they will contribute tens of millions of dollars of additional EBITDA, and it will be a very small purchase price. So in terms of purchase multiple, it would be far less than 1x purchase multiple in terms of impact, and it will be tens of millions of dollars of benefit. In terms of the 23% to 25% CAGR, we are guiding now to low single digits on the 23% to 25% retrans CAGR. And I'll turn it over to Rob to talk more about your core ad question.

Steve, within the current environment, it's still tough right now. last week with the jobs announcement as well. But we are cautiously optimistic as we move through the summer months into September with the return of college football and NFL, we're seeing much larger buys coming down the pipeline. We're seeing Tier 2 automotive activating as well. So on a pull forward, we saw the Tier 1s remain strong, but we rely on Tier 2 and Tier 3, and we're starting to see that money flowing. So even though the environment remains tough, we are optimistic based upon our activity we've seen and then it follows coming out of September into the fall with the NBA joining NBC as well. So it's well stocked. If you saw the updates from the networks, they had double-digit increases on their sports sales, which will put pressure and inventory coming back to local broadcast.

And I just want to emphasize a point there because I think it's -- there's a little bit of misunderstanding within the marketplace about auto. We definitely saw tariff-induced weakness within auto, but national players didn't necessarily see that. And that's what Rob is referring to. So there was this pull forward in demand created by the fear of tariffs increasing prices. That didn't really affect OEM advertising, but it did affect Tier 2 and Tier 3. So down to the dealers, the uncertainty caused them to reduce and they had demand just walking in the door. So the need to advertise was not that acute. We see that unwinding here as it becomes more certain what the future is. And we don't actually have this pull forward of demand hitting the dealers' floors anymore. So we're seeing signs of that trend unwinding.

Your next question is coming from Benjamin Soff from Deutsche Bank.

I wanted to ask first on guidance. It sounds like the 3Q guide has some moving pieces from asset sales. I'm wondering if you could help us parse out what that is. And then I appreciate all the color on the sum of the parts for Ventures. Would love if you guys could just talk about your process for evaluating if ventures asset might make sense to monetize.

Yes. So look, on the guide, I think the most important thing that was pointed out in the script was the sale of 4 stations. So there was a decent amount of expense that rolled through that closed in July. Also on the -- closed in March, but the -- so it did affect Q2, but it will affect Q3. There is Digital Remedy as well now in the numbers, adding expense and revenue. If you want to get more specific, we can follow up to walk you through some of those numbers. Ben, can you repeat your second question? I think it was on Ventures. Is that right?

Yes. Just curious how you guys go about evaluating if a Ventures asset might make sense to monetize in the future.

Yes. So -- our core assets within Ventures are Tennis Channel and Digital Remedy. Both we are very bullish on their future growth opportunities, Tennis Channel, in particular, with new leadership under Jeff Blackburn from Amazon. And Digital Remedy now combined with the legacy Compulse business is going to really hit its stride in a market -- an end market that's growing very fast and with a product offering that's best-in-class. And then we're looking to add additional portfolio companies, as I mentioned, that we're definitely factoring in or favoring quality over speed here in adding additional portfolio companies. But the rest of the assets, which on this call, we highlighted have a book value of $726 million. We're ultimately looking to monetize all of those. Obviously, a big chunk of the $726 million is already cash, $393 million. But that leaves over or -- about [indiscernible] million of book value that needs to be monetized. And there will be some additional monetizations in that portfolio later in the back half of this year. So there's already some monetizations there in the works. But I would say none of those are long-term holds, except for the Valley stake. Within that group, the Valley stake is mark-to-market based on its current over-the-counter pink sheets trading price. We do not think that thinly traded price is reflective of its true value. And in fact, Valley's just recently did a very strategic transaction with Intralot in Europe earlier about 3, 4 weeks ago that we think was highly accretive to the overall Valley's story. And we're looking forward to many more catalysts here for Valley's. So we think the growth opportunities within that position are significant. And so that's the only one that really for now, we're not thinking there's going to be a near-term monetization event or opportunity.

Ben, this is Narinder here. Let me just take a crack at addressing 2 items of what's baked into the guide. Digital Remedy, you should not expect any material changes in Q3 to what we disclosed in Q2 in terms of the contribution. But keep in mind that there is a piece of Compulse built into it. So not all of that is due to the acquisition. And number two, on the sale of stations to Rincon, the major impact you saw and I called out in my prepared remarks was on the distribution revenue. So if you look at the quarter-over-quarter reduction or sequential -- excuse me, reduction in distribution, I would say nearly half of that is due to Rincon. So hopefully, that adds some color to what's in the guide.

Thank you. That concludes our Q&A session. I will now hand the conference back to Chris Ripley for closing remarks. Please go ahead.

Once again, thank you for joining us on today's call. To the extent you have any questions, please feel free to reach out to us directly.

Thank you. This concludes today's event. You may disconnect at this time, and have a wonderful day. Thank you for your participation.