Thank you for standing by, and welcome to The E.W. Scripps Company's Fourth Quarter 2025 Earnings Conference Call. [Operator Instructions] I would now like to hand the call over to Carolyn Micheli, Head of Investor Relations. Please go ahead.

Thank you, Latif. Good morning, everyone, and thank you for joining us for a discussion of The E.W. Scripps Company's financial results and business strategies. You can visit scripps.com for more information and a link to the replay of this call. A reminder that our conference call and webcast include forward-looking statements based on management's current outlook, and actual results may differ materially. Factors that may cause them to differ are outlined in our SEC filings. We do not intend to update any forward-looking statements we make today. Included on this call will be a discussion of certain non-GAAP financial measures that are provided as supplements to assist management and the public in their analysis and valuation of the company. These metrics are not formulated in accordance with GAAP and are not meant to replace GAAP financial measures and may differ from other companies' uses or formulations. Reconciliations of these measures are included in our earnings release. We'll hear this morning from Chief Financial Officer, Jason Combs; and then Scripps' President and CEO, Adam Symson. Here's Jason.

Good morning, everyone, and thank you for joining us. This marks our fourth consecutive quarter of reporting financial results that met or exceeded expectations on nearly every reporting line. Our growth strategies around network streaming distribution and Scripps Sports are helping us outpace local and national peer companies, supported by strong sales execution and disciplined expense management. I'll recap our fourth quarter 2025 results in a moment, but first, I wanted to touch on a few important activities we've undertaken since our last reporting period. On February 11, we announced a transformation plan to grow enterprise EBITDA by $125 million to $150 million by 2028. Our plan balances rightsizing our current expense structure with implementing new ways to grow revenue and profitability. The EBITDA improvement is one aspect of our larger company transformation plan, which Adam will discuss in a few minutes. You'll start to see the financial benefits of our plan in the second half of this year. We expect total in-year EBITDA impact of $20 million to $30 million and to go into 2027 with an annualized run rate of $60 million to $75. We expect the benefits to contribute to a significantly improved leverage ratio by year-end. This plan builds on the work we've already done to improve our division margins in recent years. In fact, for 2025, we exceeded our guidance for margin performance in the Scripps Networks division. We guided to 400 to 600 basis points of expansion over 2024 and delivered nearly 700 basis points. In the Local Media division, we kept expenses down despite new partnerships in valuable and growth-driving sports rights. In another strategic move to improve margins, we are exercising our option to reacquire 23 TV stations affiliated with ION that we had to divest when we bought the network 5…

Thank you, Jason. Good morning, everybody. We were very pleased to close out 2025 with strong financial results that have again met or exceeded expectations across the board. We delivered these results by doing exactly what we said we'd do, getting more from the assets we have, our local stations and our networks and executing with focus and discipline. What does that look like? Well, in the Scripps Network division, we exceeded our full year 2025 guidance by delivering nearly 700 basis points of year-over-year margin improvement. This success was driven by our live sports strategy, our streaming revenue initiatives and disciplined expense management. In Local Media, expenses remained flat for the year even as we brought on new growth-driving local sports rights. We've kept expenses down partly by driving down network affiliate fees, reflecting a fundamental shift in the network affiliate dynamic that we expect will continue working in our favor. Now we're building significant momentum for 2026. This year, we expect our financial performance to be buoyed by record midterm election spending, local sports partnerships that are driving industry-leading core advertising performance, national professional sports on ION, the Winter Olympics and the World Cup, continued connected TV revenue growth that outperforms the market and accretive M&A. Two weeks ago, we announced an enterprise-wide transformation plan designed to improve operating performance and unlock new value. As part of that plan, we will grow our enterprise EBITDA run rate by $125 million to $150 million by 2028. We'll achieve this improved EBITDA through cost savings and just as importantly, through revenue growth initiatives. We're leaning hard into the opportunities that technology, AI and automation can deliver to how we operate, the tools we use in our work and the revenue we generate. But we also are being thoughtful. After much…

[Operator Instructions]. Our first question comes from the line of Dan Kurnos of Benchmark StoneX.

First, Adam, let me just say congrats on your extension. You've obviously shepherded the company through a lot of turbulent times. So I think well deserved for you. So with that, I guess 2 questions. First, just on the broader environment, Adam, you've always said and you clearly have demonstrated so far that you're open to unlocking value for shareholders, a lot of moving pieces here with both acquisitions and divestitures. Do you think it's change? Like how are you contemplating in sort of the -- we're running tangent here. We've got a transformation plan. But if the FCC eliminates the cap and then we see Nexstar- TEGNA close, does that change the landscape in the way that you think things will maybe fall into place or other opportunity sets that could come about? And then I have a follow-up.

Yes. Thanks, Dan, and I appreciate the kind words. From my perspective, transformation actually positions us better for the possibility of participating in M&A. But as I said earlier, consolidation, which I absolutely think is an opportunity and necessary is financial engineering. And what we're after, what even a post-consolidation Scripps would have to be after is organic growth. Relative to M&A, it's important to note, we've been active in the M&A marketplace from the outset, executing our plan to improve the performance of our portfolio and to improve the balance sheet. Every deal that we have announced has either put cash in our pocket or it will increase segment profit and some benefit both. I'm referencing the announced sales of the 2 stations at premium sellers' multiples, the Gray swap, the sale of Court TV, the acquisition we announced today of more than 20 stations from INYO that will fold into our networks portfolio and increase segment profit margins. And honestly, I don't think this work is finished. I think we'll continue to look for opportunities to optimize our portfolio and take advantage of changes to the regulatory environment.

So with that said, Adam, I think you gave a couple of examples of how you plan on driving organic growth, but where will we see that? How long will it take to achieve? You've done great things with CTV, for example, and ION. Obviously, local sports and women's sports has been a driver. I assume you're not going to give us the road map on some of the adjacencies or even sort of some of the tangents given for competitive reasons, but is there any way for you to help us think through when we start to see some of these changes and to what degree and any other incremental examples you could give us besides the one you gave in your prepared remarks?

Yes, absolutely. I mean, look, I think the growth is going to come from both work that we're doing to enhance the yield on our current businesses and from new opportunities we're seeing in extensions and adjacencies to the businesses we're in now as well as new marketplaces of opportunity where we have the right to win. The platforms we have that we own today are so powerful. We see massive opportunities to leverage them to grow enterprise value, significant opportunities ahead. I would also say there's significant top line upside from things like revenue yield management, improvements to seller productivity and accountability and additional centralized decision-making. This business has traditionally been, I would say, slow to adopt technology in the back office and the front office, this industry. And there's been a fundamental shift in the way technology opens up that opportunity, and we're going to change that tradition at Scripps. We're going to really lean into that opportunity to both improve the efficiency of the business, but also improve the yield that we drive from our current assets while we explore and then move after other growth opportunities that we expect to be focused on bottom line improvement.

Our next question comes from the line of Michael Kupinski of NOBLE Capital Markets.

A couple of questions. You mentioned some key advertising categories were driving core, and congratulations on a very strong core in the fourth quarter. I was wondering how some of the more interest-sensitive categories are performing like auto and some of the housing categories are performing in the first quarter. If you can just kind of give us a sense of how that's performing in the first quarter.

Yes. And so we guided to core up mid-single digits in the first quarter, and we saw January start pretty strong, 4 of our top 5 categories were up in January, 2 of them actually up more than 10% and so there are some categories you mentioned, for example, home services type categories that maybe is a little bit weaker right now. But services, our largest category, continues to be strong. Gambling has been strong and automotive has showed some relative strength as well.

I would also add, Mike, besides the category level view, first quarter, particularly in local, is starting off very strong as a result of the sports partnerships that we have and the upside we have to continue the growth we saw in the fourth quarter with those partnerships.

Yes. And I think an important point there, and we mentioned in the [ script ], but I want to reiterate it, it's not just the addition of the Tampa Bay Lightning, which is a new contract for us, every one of our NHL deals in local is growing in the first quarter versus the prior year. So we're not only winning the deals, but we're continuing to grow them once they -- once we win them.

Got you. And then in terms of political, I know that in the last cycle, we had such strong political that political is being booked in advanced. And so I was just wondering how much visibility do you have in Q2 and Q3 in political advertising at this point?

Thanks, Mike. Yes, I mean, we're looking at the races. The portfolio -- our portfolio lines up quite nicely. We have 16 governors' races, 7 of them, I expect to be highly competitive. There are 6 states and 26 U.S. congressional house races that are expected to be pretty competitive. As it relates to the U.S. Senate, I'd say we have a couple of very competitive races, notably in Kentucky to replace Mitch McConnell and the special election that will be taking place in Ohio to replace JD Vance. The good news is broadcast is going to take the lion's share with projections of about 51% of total political spend going to broadcast. But I think it's also really important to point out that Scripps is not built like other local broadcasters because of our network businesses and the success we have in connected TV. So we're also competing in a really meaningful way with our CTV inventory and that's also going to benefit us during political years. For example, during January, we already saw significant activity in political on CTV with the bulk of that spend concentrated in Texas, Kentucky, North Carolina and Illinois. So we're taking dollars out of some of the markets today that we don't even have local broadcast in. So when you think about our opportunity in political, it is going to be reflected both in linear with local broadcast and a very strong year with linear political as well as CTV.

Got you. And then in terms of your targeted $125 million to $150 million in annualized EBITDA growth, can you break down how much of that is expected to cost savings versus revenue initiatives? And then also, can you break down that between the segments?

Yes. So Mike, we are looking across sort of each and every revenue and expense line. I don't think we're going to provide a breakdown of exactly how that's going to hit. But I will tell you, you're going to see an impact across the enterprise. Each segment, corporate, there's a focus both on the revenue side, as you said, revenue growth, improving our yield, identifying adjacencies, identifying greenfield opportunities, but also looking at operational efficiencies within our workforce, third-party spend, all of those sorts of things. I mean we are turning over every rock here.

Yes. Just a little additional commentary. That number, $125 million to $150 million, that's a bankable plan. I think you can take that to the bank as far as I'm concerned. And that should give you a sense as to what the split looks like. I do think there's going to be significant top line opportunity and growth as a result of this transformation, as I talked about. This is a growth oriented transformation as we reorient the company towards our new vision of we create connection. But the EBITDA improvement will absolutely be bankable.

Got you. And so Adam, if I hear you correctly, then if there were, let's say, other disruptions and things like that, that you would then look at further cost reductions to achieve that target? Is that what I'm hearing?

I'm not sure I understood.

Like in other words, like if there were -- if we did go through, let's say, some disruptions in the economy and things like that, that you're saying that the $125 million to $150 million is bankable in terms of achieving that goal, that you would look at other cost reductions to achieve that?

I am very confident in the $125 million to $150 million target. Just to like sort of frame it up, we've spent months examining every opportunity in every corner of the business and the company, the front office, the back office. As I said, I'm confident we'll deliver on the EBITDA targets and be a stronger, more nimble and more aggressive company. This is not some sort of notional plan. This is a well laid out and executed plan.

Our next question comes from the line of Steven Cahall of Wells Fargo.

A few more on the transformation plan. Maybe first, Jason, the $20 million to $30 million that you talked about for '26, is that a run rate number? Or do we think about that as the actual contribution of EBITDA dollars that are additive to like a base case for 2026. And Adam, I mean, this is a massive undertaking. It's very ambitious. I think it's like 30% additive to EBITDA, and you talked about how it's bankable. How do you just think about some of the risk of revenue impact? I mean I imagine a lot of these things either touch current employees, maybe even spook sometimes a little bit of employees in this age of AI disruption. So how do you go about managing the employee base to make sure that everyone is able to execute against this and you don't face any of that? And then I just have a quick follow-up on M&A.

Steve, I'll go first. So the $20 million to $30 million is the in-year impact. So it's additive to '26 and any baseline model you have there. The run rate annualized savings we would expect as we exit the year this year is $60 million to $75 million.

Yes, Steven, I mean, there's no question this is a really ambitious undertaking. But I'll tell you, we have engaged employees across the company in the process. This is not a top-down process. This is a bottoms-up process that has really given many of our employees a tremendous sense of agency. And so there's a lot of energy in the company to get this done. Does that mean everybody is on board with the changes? Of course, not. But I think the vast majority of our employees recognize that this company is just really, really important to our stakeholders, not only our shareholders, but the communities that we serve as well as, frankly, our democracy at this time. And they are bought into this role that we can play in our society. Over the last couple of years, we have already been aggressively upskilling our employees relative to the use of automation, technology and AI. On nearly every town hall I'm on, I talk about the importance of employees upskilling and the role that technology is going to have, not only in this company and not only in this industry, but more broadly in the environment, the workplace environment overall. And that's really a part of, I would say, the consistent approach we've taken to working with our employees to communicate with them with candor and with compassion. And so I feel really good about the behavioral change that will come as a result of this transformation. This isn't just a transformation of workflows, processes, this is actually a transformation that will see us evolve a much more nimble, aggressive and competitive company where our employees are both combining a level of accountability and performance orientation as well as sort of the mission approach that Scripps has always been known for. So I feel really great about our employees and their engagement in this process.

Great. And then just on the M&A front, I mean, I know we don't like to talk about sort of theoretical things that may or may not happen. You had a very specific situation over the last few months. I get the impression that the way Sinclair came wasn't necessarily the way that the Board or management would like to engage. But I get the impression that after a proposal, things have kind of now ended. So I guess, is that correct that they've ended? And can you talk about maybe why there isn't scope for more engagement around that potential transaction?

Yes. Look, back last year, the Scripps Board of Directors made it clear that Sinclair's proposal wasn't in the interest of all Scripps stakeholders nor shareholders, and they rejected the Sinclair acquisition proposal. Nothing new has happened since, and I really don't expect it to.

Our next question comes from the line of Craig Huber of Huber Research Partners.

My first question, can you talk about the cost savings plan here you have. Can you talk about -- give me some examples, if you would, please, about how AI is going to help you save costs, improve your product, et cetera? Just give us some examples on that front, please.

Sure, Craig. So look, there are both significant top line and expense side opportunities using technology and AI. On the expense side, I think opportunities include additional centralization and automation, leveraging cloud computing for production workflows, enhancing news gathering, marketing operations and enhancing external spend. Again, 2 important points to be made about these examples. These aren't broad themes or broad brush sort of ideas. They're plans with real business cases. And that's how I have the confidence to know that we're going to execute on that $125 million to $150 million in EBITDA improvement. Second, I believe strongly that the cost savings will actually improve our product because I think we're going to bring greater efficacy, more agility to the company. Both content and advertising will be improved. And I think it's going to improve our service to audiences and advertisers and, of course, improve our opportunity for top line value. Going back to Steven's question, I make sure I answered it clearly. I don't see this in any way as diminishing top line value. I see this as actually enhancing top line value.

And then when you say helping with the news gathering, just go a little bit deeper on that, please, and the content, just how AI is specifically going to help you on that front, please?

Yes. Look, over the last couple of -- yes, sure. Over the last couple of years, as fragmentation has proliferated and people have turned to more and more platforms for their news and information. We have continued to ask our employees to do more with less. And that has diminished the quality of our product. AI opens up the opportunity for us to actually ensure that our reporters, our field journalists are spending their time doing that which they got into the business to do, actually report to ensure that they are connecting with the communities that they serve, to ensure that they are speaking directly to our consumer, to ensure that they're actually able to attend the news events and not have to rush off in order to then post something on the web and then immediately put something on social media and then do 4 live shots and -- so using AI in order to care for some of those things is already opening up opportunity for our journalists to spend more time doing journalism and less time doing what I would characterize as some of the performative aspects or the distribution or production aspects of their job. We want them creating the content. That's where the value is, that's what differentiates us from the commodity news and information that's out there. We don't want them spending their time rewriting broadcast scripts into an AP-style story that can go on the web. There's technology that can care for that, and we are already using it.

Great. I appreciate that. And then talk to us, if you would, please, about your expectations maybe for the timing of possibly getting rid of the 39% ownership cap and maybe also maybe touch on where do you think things are at now in terms of down the road here being able to negotiate with the virtual MVPDs on your own behalf as a local TV station operator as opposed to relying on the networks. What do you think the path is to get that fixed to get it resolved? Does it have to go through Congress or can the FCC do it on that second point?

Yes. Well, I mean, I think that you asked 2 different things. I'll talk first about maybe my view on the cap. Look, I think the FCC recognizes that local news, local sports and local programming now entirely depends on the durability of local television, right? The newspapers are just a shell of what they are. And standing in the way of that durability are the rules that essentially prevent consolidation, both in market and nationally. So we think lifting of the cap and consolidation is necessary to compete on an equal playing field with the national diversified media companies, frankly, to give us the leverage necessary with the networks that are already using their leverage essentially to impair our ability to serve local communities. And I think the Chairman rightly recognizes that using their economic leverage to control the local airwaves is a de facto violation of the Communications Act. And so I believe that the Chairman and the FCC will ultimately rectify that by both allowing limited in-market consolidation as well as lifting of the cap. You heard us announce today that we're acquiring the rest of the stations that we divested when we acquired ION, the INYO stations, that will require a waiver or a lifting of the cap to get done, and I have a lot of confidence that we'll be able to see that through. I believe this commission is acting in a way that will rebalance the marketplace. I don't think it's about favoring one platform or another. I think it's just in a way that's trying to make things more fair so that the American people know that they can rely on local television for generations to come. At the same time, I'm now more optimistic that the DOJ has come to recognize…

So just a quick follow-up there. So what do you think the timing is to lift or eliminate the 39% ownership cap? Do you think it might get done here in the next, say, 2 months?

I mean, honestly, Craig, there are people far smarter than I am who -- or better connected than I am who might know that answer. Any answer I gave you would be pure speculation. I think it's in the offering, I think it's coming, whether it's within 2 months, I don't know. My job is to run this company in a way that adheres to the rules of our regulator, and we will continue to do that while recognizing that we have a regulator who is certainly open to doing the things that are necessary in order to benefit the business and rebalance the ecosystem.

Sorry, one last question. Just can you give us a little more meat and potatoes view? What about this ION transaction you're looking to do to pick up these additional TV stations here? What it means for your company, why you're excited about it? Maybe some financial metrics, I don't know if you can go into that detail or not.

Yes, Craig. So just a reminder that we had to divest these stations to comply with the FCC rules back in 2021. And with current regulatory environment, we think it's the right time to reacquire them. The ownership of these stations is immediately accretive from both the segment profit and a margin perspective, plus we also get some favorable tax benefits. So we have -- this transaction will ultimately relieve a significant onetime tax liability we've been carrying on our balance sheet. So when you kind of put all of that together, it just seemed like the right thing to do. There is some regulatory approval, as we said. But ultimately, this deal allows us to see an immediate lift because right now, we're paying an affiliate fee to the INYO party for these stations, which goes away as soon as this transaction is closed.

Our next question comes from the line of [ Shanna Chung ] of Barclays.

I realize it could be smaller, but could you provide any additional color on the proceeds from the Court TV sale and maybe any economics in terms of multiples there? And then I guess, are you guys looking to sell any other assets like Court TV?

Yes. Thanks, Shanna. So we were really pleased, as we said, to find buyer for such a great and distinctive brand like Court TV. We are not disclosing any specific financial terms. But I will point out the transaction includes both a cash consideration upfront as well as a long-term distribution agreement. So that kind of ultimately created the economic package that we felt was in our best interest to go ahead and execute.

And Shanna, I guess I'd say broadly, we will continue to look at opportunities in the M&A marketplace, particularly in our Local Media division, where we have the opportunity to get premium multiples for noncore assets that we think can both improve the operating performance of our portfolio and help us improve the balance sheet.

And then just on Scripps Networks. I know in 4Q and 1Q, when you guys don't have the WNBA, there tends to be a bit more pressure on Scripps Networks top line. I think the guide was a little softer than expected even under the seasonality. So just you guys talked about positive commentary on political on CTV and growth in advertising in that channel. I guess, is the guidance based on heavy live sports in the Super Bowl and Olympics in 1Q that diverted some ad dollars in that channel? Or are you seeing increased competition on the CTV side with more and more players adding kind of FAST channels?

Yes, I can take that. So from a Q1 guide perspective, you are correct that networks because of the sports franchises we have there, typically sees a bit more strength in the summer months when we have the WNBA and NWSL. And so as such, I think we would be looking to have probably more favorable guide and comp in second and third quarter. When you kind of unpack the guide of down high singles, there's a couple of things. And one of which I just talked about on the last question is core TV. Core TV is going to create a negative comp for us as we move forward through the rest of this year. So the guide we gave had 5 weeks of revenue for core TV in it versus the prior year, which had obviously the entire quarter. So you have the core TV comp issue there. You also -- we did see some weakness in DR pricing as we entered the quarter tied to kind of just some of the macroeconomic factors that would impact the DR category. And then the last thing is, and it ties back to my comment on sports, we talked quite a bit last year about the upfronts and the fact that the upfront from last year, which is currently rolling through our P&L, generally outside of sports programming was a weaker upfront. And so we saw that reflected in our Q4 results in our Q1 guide. But we are -- we did do really well in the upfront last year tied to our sports properties. So we hope to see that, and we'll see that benefit as we move into the second quarter.

On the FAST front, I would say, yes, there are more FAST channels out there than ever. But frankly, our channels are among the most premium channels in the marketplace. We have terrific partnerships with the distributors. And so we don't expect to see growth abate. I mean I think we've forecasted double-digit growth, and I expect to continue to see that.

Our next question comes from the line of Ken Silver of Stifel.

Just 2 topics. First, on the core advertising guide that you gave for the first quarter, I think you said up mid-single digits. I just want to clarify, does that include the Super Bowl and the Olympics?

Yes, it does. Yes, it includes the Super Bowl and Olympics. We have 11 NBC affiliates. So we did see some benefit tied to those as well as a lift tied to all of our local sports rights, or NHL deals we have.

Got it. So I guess, I don't know if you want to parse it a little bit, like if you excluded the Olympics and Super Bowl, any sense of how much it would be up?

So I don't think we're kind of breaking that out. We did see a strong performance in our Olympics revenue. We were up about 13% versus where we were back in 2022 and saw a bit of a lift on the Super Bowl as well, switching from Fox last year to NBC. But I don't think we're breaking out beyond that level of detail.

I think you also said that our partnerships with live sports on the local level was already seeing significant growth in the first quarter.

Also, which each of our NHL contracts. I mean, Tampa Bay is obviously new in the first quarter, but all of the rest of our NHL contracts are showing nice growth year-over-year in their second and third year with us.

All right. Well, hopefully, you get a bigger lift now after the gold metal. So I hope that goes well. And then just -- I want to just ask you one thing. You mentioned in your prepared remarks about lower reverse comp to the networks. And maybe this is review, but can you just talk about that, why you expect it to be down?

Yes. So we've been talking about that for the last couple of years, I feel like where we -- there was a paradigm shift from affiliate fees from increasing to flattish over the last, call it, 2 to 3 years. And now as we see continued pressure on top line with subscriber churn and frankly, in terms of the product we receive where there's less exclusivity, more -- take the NBA example with NBC, where a lot of that product is available on Peacock, we've been able to successfully negotiate decreases as we move forward on the affiliate fees. And so while we do expect to see some continued growth on our top line retrans revenue, and we guided to kind of up low singles, I think the bigger story is the expectation for declining affiliate fees this year.

Okay. And you mentioned NBC Peacock, but is it with the other networks, too?

Yes. Yes.

We have a follow-up question from the line of Craig Huber of Huber Research Partners.

Just a couple of follow-ups, if I could. Adam, how would you describe the advertising environment right now, say, versus a year or 2 years ago? Do you feel it's any better out there, the environment that you're operating in, both on the Scripps Network side as well as the local TV station side? Just give us some puts and takes on how you're feeling broadly on that front.

I'd say probably the same, and I'd chalk it up to macro uncertainty. In the same way that Wall Street has its days in which uncertainty drives it up and drives it down, I think on the local and the network side, that level of uncertainty, an unclear picture on what tariffs are going to be has had an impact on marketers' willingness to spend and has often resulted in buys being placed later and a little bit more of a murky environment for media. I don't see travesty. I don't see advertising recession as much as I see just general softness. I will say our strategy in sports has been all about acquiring the premium inventory for the must-watch programming that advertisers still flock to. And so when I look at what we've got with respect to ION and women's sports and the way we've been able to leverage that inventory in order to drive value across our portfolio in networks, I think that's been a huge driver of success for us. Likewise -- and you can see that when you compare us to our peers in networks. And likewise, in local, sports has opened up entirely new categories of advertisers and new advertisers that weren't necessarily local television advertisers that come to the table for us with our local sports franchises. So again, while we have seen what I would characterize as sort of a sideways environment, we have been excelling at opening up new opportunity for us and expanding the number of advertisers and the kinds of advertisers we serve because of the strategies we're executing.

Thank you. Ladies and gentlemen, that is all the time we have for Q&A and does conclude today's conference call. Thank you for participating. You may now disconnect.