Sinclair, Inc. Q4 FY2022 Earnings Call

Greetings. Welcome to the Sinclair Fourth Quarter 2022 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. Please note, this conference is being recorded. I will now turn the conference over to your host, Lucy Rutishauser, Executive Vice President and Chief Financial Officer. Ma'am, you may begin.

Thank you, operator. Participating on the call with me today are Chris Ripley, President and CEO; Rob Weisbord, President of Broadcast and Chief Operating Officer; and Steve Zenker, Senior Vice President of Investor Relations. 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. Billie-Jo McIntire will make our forward-looking statement disclaimer.

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 operating performance of its assets. The company also believes that adjusted EBITDA is frequently used by industry analysts, investors and lenders as a measure of valuation. These measures are not formulated in accordance with GAAP and 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 its website, www.sbgi.net. In addition, given the deconsolidation of Diamond on March 1, 2022, and in order to have a meaningful discussion around comparative results and trends, all discussions of prior financial period results during this call reflect Sinclair only pro forma numbers, and thus, exclude Diamond and any intercompany transactions with them and exclude businesses sold in the prior 12 months. Our actual results, including the periods the time it was consolidated, please refer to this morning's earnings release. Chris Ripley will now give an update on the strategic direction of the company.

Good morning, everyone. Sinclair had a solid finish to 2022, capping a year which set records for our broadcast and other total advertising revenues, distribution revenues and media revenues. Political ad sales for the year surpassed the previous midterm election year by over 30%, demonstrating the strong value proposition that TV continues to offer to political candidates and issue advocates. The strength certainly bodes well for the 2024 political season. Fourth quarter media revenues, adjusted EBITDA and adjusted free cash flow all fell within our guidance range. Rob and Lucy will cover the specifics on the quarter in just a bit. We entered 2023 in a financially strong position to weather any economic headwinds that may be encountered, with $1.5 billion of liquidity and no debt maturities until well into 2026. And with Diamond deconsolidated and operating independently of Sinclair, we can focus on our Broadcast business, Tennis Channel, growth networks, our four growth pillars and our investment portfolio. 2023 will be a year of investment on a number of fronts, including investments in technology. There are seven major areas that we are prioritizing, including news, next-gen related activities, ad-tech, content, customer data management, IT security and our ongoing move of our operations into the cloud. These new initiatives, which total approximately $75 million of spend in 2023, will allow us to essentially manage our entire enterprise, enabling greater quality, productivity and efficiency by sharing content workflows and manpower across our entire organization, helping drive future profitability. We continue to make progress in moving forward with next-gen broadcast technology in conjunction with our partners. As of the end of 2022, nearly two-thirds of the households in Sinclair's footprint had NEXTGEN broadcast available to them. Building on the testing and validation progress made in 2022, we are ramping up spending in 2023 on initiatives around the new technology, which we expect to begin generating revenues in 2024. These initiatives include continuing to test the NEXTGEN broadcast technology for automotive applications with Hyundai Mobis, SK Telecom and CAST.ERA. Late in 2022, we participated in a demonstration with these partners around in-vehicle video, including advanced geo-targeting capabilities for advertising. This collaboration was the first under an MOU we have with Hyundai Mobis and we continue our important work with Saankhya Labs. We are currently collaborating with them on several projects, including chips for mobile devices, direct-to-mobile services and cellularized broadcast radio heads. This year Tennis Channel celebrates the brand's 20th anniversary, building on its 2022 successes for what we hope is an even bigger 2023. After a breakthrough year launching its national fast channel exclusively on Samsung TV Plus, T2 Sinclair's second original 24/7 Live Pro Tennis Network, will now begin rolling out on other free streaming platforms, expanding total homes reached by tens of millions and TC International's worldwide regional platform expansion plans continue with France, Spain, Australia and Latin America, all targeted new markets. Pickleball continues its phenomenal growth trajectory and Tennis Channel is now delivering this pro and participatory sport, including all the top professionals, celebrity-led teams and grassroots excitement to more viewers than ever in 2023. As previously discussed, we expect our net retrans to grow over the next three-year period, but will do so at differing rates. With 50% of our big four subscribers renewing in the second half of 2023 and another 40% front-end loaded in 2024, we expect net retrans to decline in 2023, but grow in 2024 and 2025, such that our three-year CAGR grows low single-digit percentage. When considering the investments we are making in 2023, along with the timing of our retrans renewal cycle and the absence of political revenues, we expect EBITDA in 2023 to be lower than 2022. We also expect lower free cash flow as a result of these factors as well as the absence of a large tax refund received in Q4 of 2022. Lucy will go over the details of what we expect in 2023 in her section. In terms of our investment portfolio, during the fourth quarter, we received distributions of $23 million and made investments of $8 million. For all of 2022, the portfolio generated $119 million in cash distributions to us, consisting of return of capital of $38 million and $81 million of gains from sales and distributions of excess profits. Factoring in $33 million of investments made during the year, net cash generated from the investment portfolio for the year was $86 million. We remain committed to monetizing our assets where appropriate to benefit all our shareholders. As a reminder, the assets we acquired since 2014 in this portfolio have generated an IRR of approximately 19%. Despite the strong track record and what we estimate to be a fair market value of $1.2 billion, we believe there is approximately $17 per share of value from these investments not reflected in the stock price. Before I turn it over to Rob, I want to touch on a few other areas. Regarding our ESG activities, at the end of 2022, we have converted almost half of our lighting to LED and have also transitioned over 70% of our transmitters and 38% of our HVAC units to higher efficiency solutions. These actions should significantly reduce our energy usage. This year, we plan to begin working with an outside firm to analyze our current and past energy usage and make recommendations to lower our electricity costs going forward. This will allow us to formulate a baseline of energy consumption and report out energy usage targets and actual savings in the future. In 2022, we helped raise close to $12 million in funds for non-profits, schools, local disaster relief and other charitable causes, partnering with over 300 local organizations and conducting company-wide campaigns with Feeding America, Project RELO and Global Red Cross. We also collected more than 330,000 pounds of food, provided close to 4.5 million meals and collected over 400,000 toys, diapers and hygiene products for those in need, and donated over 5,700 hours of airtime and public service messaging. In 2023, we will be launching a new charitable program where Sinclair will match certain employees' donations to registered charities. In addition, Sinclair will be launching a company-wide Sinclair Day of Service in April, encouraging all of our employees to dedicate the day to strengthening their communities. These actions are just the latest chapter in Sinclair's unwavering support of the people and communities that we serve. As we enter 2023, the economic climate continues to be uncertain as to whether the economy would enter a recession. And today, we still have a little clarity on the economy's direction. However, we have been taking steps to deal with whatever direction consumer demand takes. We have been curbing our expenses without impacting the growth initiatives I have mentioned earlier. One final note regarding the loss of carriage on our CBS stations on FUBO, as you may recall, the networks control these negotiations and affiliates are not currently permitted by the networks to negotiate the carriage of our stations with virtual distributors. The networks negotiate these agreements and then give us an opt-in to whatever terms they come up with. If we don’t opt in, they provide a national fee. In this instance, the CBS Affiliate Board unanimously believed that the offer CBS presented at the broadcast stations meaningfully undervalued the important local content that our stations provide. FUBO is also seemingly getting caught in the crossfire, so to speak, as it’s our understanding that they were not given the opportunity to negotiate with us directly. We welcome the opportunity to come up with a more equitable solution and continue to believe we should have the ability to negotiate these agreements ourselves as we do with the hundreds of legacy cable, telco and satellite companies with no interference from the networks. I’ll now turn it over to Rob.

Thank you, Chris. The trends we saw in the fourth quarter were not unexpected, with political setting a midterm record and core advertising relatively even with a year ago or down mid-single digits when adjusting for the cyber incident in 2021’s fourth quarter. Of course, political crowd out was the primary reason for core being down. While we don’t have good comps on category color by month versus the prior year, due to the cyber incident, we can look to four years ago to get an idea of how the quarter played out pre-and post-elections. Post-elections December was a weak month versus four years ago, and that weakness has extended into the first quarter of this year, albeit at a lower percentage decline. Pacing for January and February is down low single digits versus last year, aided by the Super Bowl running on Fox this year. While March is pacing slightly higher, the month has not broken yet. For the first quarter of 2023, we are seeing growth in several categories, including auto, legal and entertainment, and sports betting is relatively flat, an improvement from last year’s trend as new gaming markets recently came online in Ohio and Maryland. Services continue to be weaker on insurance ad declines. Pharmaceuticals and food are some of the other large categories exhibiting weaknesses. We saw good ad demand for the Super Bowl, which was on our 41 Fox affiliates earlier this month. In 2023, we expect our newly implemented yield management tools to help us better understand our advertising revenue dynamics, allowing us to more effectively analyze our ad units and inventory sellout levels across all our platforms and optimize our pricing. Also, the first phase of our unified ad platform will be launching sometime in March. We are also working with Anthony Zuiker, the creative visionary of numerous popular entertainment shows, including CSI on entertainment and original news programming episodes. Finally, I would like to thank the field for the fundraising that Chris mentioned earlier in generating $12 million for our communities in charity donations. Now, I will turn it over to Lucy for the financials.

Thank you, Rob. So as a reminder, you can follow along with our slide deck and our financial supplements on our website. Also as a reminder, in the fourth quarter of 2021, we experienced a cybersecurity ransomware incident, which negatively impacted media revenues by approximately $63 million in that period. Turning to the fourth quarter of 2022, media revenues were up 19% versus the same period a year ago, driven by higher political ad revenues and higher core advertising, offset by lower distribution revenues and a lower management fee. Adjusting for the cyber incident impact, media revenues would have been up 10%. For the year, media revenues were also up 10% or almost 8% cyber adjusted. Total advertising for the quarter and year were record highs, driven by strong political revenues. As compared to the last midterm election year in 2018, total advertising was up 3% for both the quarter and the year. Total advertising for the fourth quarter increased almost 60% over 2021, and was up 31% when adjusting for the cyber incident. Core advertising, adjusted for the cyber incident, declined high single digits on political crowd-out, which is expected given the record levels of political. The $952 million of media revenues was within our guidance range with political slightly under guidance and core advertising at the high end of guidance. Distribution revenue decreased 2% versus last year, slightly below our guidance range, primarily due to higher-than-expected subscriber churn, which continues to be in the mid-single-digit range year-over-year. Media expenses were 7% higher in this year's fourth quarter versus last year, on higher network programming fees, higher sales expense on the favorable revenue, and higher G&A expenses, but were favorable to guidance. Adjusted EBITDA for the quarter grew over the fourth quarter of last year, mainly on the strength in political revenues, partially offset by the Diamond management fee deferral and the higher expenses discussed. As compared to guidance, our $309 million of adjusted EBITDA came in at the high end of our guidance range. For the year, pro forma adjusted EBITDA was $890 million. Adjusted free cash flow in the quarter also was within our guidance range with adjusted free cash flow per share of approximately $5.75 for the quarter and diluted earnings per share of $0.79. The quarter benefited from $158 million of tax refunds related to prior year audits. For the year, pro forma adjusted free cash flow was $847 million, representing a 95% adjusted EBITDA conversion ratio and over $11.50 per share. We increased our cash balance by $277 million during the quarter for an ending balance of $884 million. And when combined with our undrawn revolver, put our liquidity at more than $1.5 billion at quarter end. Looking back over 2022, we took several actions to increase shareholder value, including raising our dividend by 25% when annualized to $1 per share; buying back approximately 5 million shares or 7% of our shares outstanding; and repurchasing $118 million of face value of our 2027 notes at a discount. This month, we purchased the remaining outstanding Diamond preferred units, which had a coupon of over 12% and for which Sinclair had a guarantee of collection. The units were purchased for $190 million, which was at a 5% discount to their accretive value. Total debt at the end of the fourth quarter was $4,265 million, and STG's first-lien indebtedness ratio on a trailing eight quarters was 3.1x, while total net leverage through the bond was 4.0x. Turning to our first quarter 2023 guidance. As it relates to comparisons to Q1 of 2022, we will talk to pro formas, which exclude Diamond, which was deconsolidated in March of 2022, and therefore, was in two months of our actuals last year. We expect media revenues to decrease approximately 6% to 9% versus first quarter 2022's pro forma media revenues of $818 million. First quarter's core advertising is expected to be flat to down mid-single-digit percent versus the first quarter of last year, with the decline in core primarily driven by mild macroeconomic weakness. Media expenses are expected to be $604 million to $610 million for the quarter and $2,392 million to $2,407 million for the year, which includes roughly $75 million for new investments in technology and our pillars of growth that Chris discussed. First quarter adjusted EBITDA is expected to be between $99 million and $113 million compared to $200 million pro forma last year, with the decline primarily the result of the absence of political, lower net retrans as discussed, and the management fee change. Adjusted free cash flow for the quarter is expected to be $43 million to $59 million. And with that, I would like to open it up to questions. Operator?

Your first question for today is coming from Dan Kurnos at Benchmark.

Great. Thanks. Good morning. Chris, thanks for all the really helpful color, especially around retrans – net retrans in the Fubo deal. I don’t know if there’s any additional color beyond what you stated that you can give on whether the network was trying to clawback incremental economics or if it really was an argument around your ability to negotiate with the virtuals, which I know has been sort of a lobbying point for the broadcasters. It makes a ton of sense. So maybe that first. And then in addition on the outlook, helpful on the timing of subs. Your guide still low singles on net retrans. Can you talk a little bit more about sort of the interplay as you see it between either mix or rate as well as how much reverse is coming down to be confident in that outlook?

Sure. So on your first question related to Fubo, it is financially not a very impactful situation given the size of Fubo. But as I mentioned in my remarks, the affiliate board concluded that the offer was simply meaningfully undervalued the global content that our stations provide. And that was really the main driver of the decision. That being said, there’s a growing consensus within the broadcast community and also within D.C. that this situation with the virtuals needs to change, as it really is not consistent with the way the industry is set up and the way market power should be used. So that’s what I’ll say on Fubo. And then as it relates to your question on retrans, I’ll restate what we said, which is that we are expecting a down year on net retrans here in 2023, but up in 2024 and 2025. Our three-year CAGR is low single digits over that period. What is, I think, important to understand in terms of the dynamics, and you touched on this in your question, is that the growth of reverse retrans has significantly moderated over the last year or so. So you’re not seeing this dynamic where the growth rates on both gross and reverse are all that different.

Got it. And if I could ask one more, just, Chris, on your expense guide. How do we think about kind of the ROI? How much of the $75 million is what we would consider sort of one-time? And then when will we really start to see the flow through either to revenue or EBITDA, if it’s like a cloud migration as you mentioned?

Right. So the $75 million that we’re spending is largely on transformation efforts, and a big part of this year will be our moves to the cloud, which does result in significant OpEx and CapEx savings in the forward years starting in 2024, but really starting to make a big impact in 2025 and beyond. We wouldn’t be spending it if there weren’t either a commensurate cost savings in the future or a capability that we needed to enhance revenues or growth opportunities. This will be the heaviest year in terms of that transformation spend, and it will start to balance out versus the benefits that come down in 2024 and start to really pay off thereafter.

Got it. Great. Thanks for all the color. Appreciate it.

Your next question for today is coming from Barton Crockett of Rosenblatt Securities.

Okay. And thanks for taking the question. I appreciate now that you’re guiding for some revenues to come from NextGen, ATSC in 2024. And I was wondering if you could give us since it’s just kind of, hopefully, the start of the new era, a little bit more color. I mean, is this kind of start really small, noticeable? Where do you see the revenues kind of starting? And how do you see the momentum playing out for that from the start of 2024 going forward?

I think it’s fair to say that a lot has been accomplished so far in 3.0. We have a number of different proof of concepts that we are running through last year and this year. I do expect the revenue to be modest in the beginning. It’s our view that the consumer benefits and monetization for the U.S. market really needs a good push from the FCC, which is why we’re asking for the task force. Specifically, we believe the FCC needs to set a sunset date for 1.0. When that happens, that’s when you’re going to really see scaling of both consumer benefits and monetization within the U.S. market. Now other markets, which we’re very focused on, are moving much more quickly, such as Korea or India. In India, we’re very focused on what we think will be a very quick transition into consumer benefits and monetization. We’ve got two trials going on with the direct to mobile services in Bangalore and Delhi with our partners at Saankhya Labs and the local government broadcaster there in India. Specifically, some of our projects that we’ve been working on for the last several years with Saankhya will go to market at the end of the year. The 3.0 chip at Saankhya prototype will be ready to hit the market, with the first targets being televisions and dongles. But ultimately, it is the only chip that will be on the market which is suitable for mobile personal devices. The broadcast radio head will also go to market at the end of this year, which will be needed for any cellularized build-out of the broadcast spectrum, which is how we expect India to roll out. Korea is also looking at that specifically, and to the extent that single frequency networks get built here in the U.S. This is the type of technology that will be needed. And then the third significant project we have going on with Saankhya, which will also be ready for commercialization later on this year is the operating system required to run components of that network on a sort of more telco basis rather than a broadcast basis. We are cautiously optimistic about the concepts we’re working on here in the U.S. and our ability to generate revenue next year. But we do recognize the FCC needs to do its part in advancing 3.0 and really giving the U.S. consumer the true benefits that this technology promises.

And if I could just follow up on the FCC commentary. I thought the expectation was that this would be pretty fully deployed across major U.S. markets by 2024. So what is it that you gain with sunsetting if you have that kind of broad reach? What would you gain if 1.0 was sunsetted in terms of the monetization ability there?

Right. So we are – look, I’m not taking anything away from the efforts of the industry, which should amount to over 75% of the markets covered in 3.0 this year. So I think it’s an incredible effort from everyone in the industry to do that. The reason why I don’t believe material advancements in 3.0 will occur until the FCC sunsets 1.0 is that when you take a look at just the availability of excess spectrum in those markets, it’s fairly small. When rolling out other services on the broadcast, we need more availability of 3.0 spectrum. That sort of move I believe will happen once people get line of sight on 1.0 sunsetting.

Okay. That’s very helpful. Thank you.

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

Thank you. So maybe just to start off on retrans. So Chris, you talked about it now being down for the year. I think the prior guide was down low single-digits. I guess the churn is probably the delta in there, but I would just love your perspective on maybe what's changed since the last update on retrans. A bigger point here is I think you're the only broadcaster that's actually seeing gross retrans revenue down on a year-on-year basis. I was wondering if you have any view of why that might be. Do you think it's just the structure of how the pricing is done in your deals? Or is there anything else that's different in your retrans negotiations versus your peer group?

Yes. So Steve, I'll take the first part of that question. We previously pointed to 2023 net retrans being down low single-digit percent. That was really given that the distributor renewals don't happen until the back half of this year for us. However, recent MVPD subscriber reports reflect the churn is increasing. So if that continues, our 2023 net retrans could be lower than our previous guidance, which was down low single-digits. What I'll say, though, is we're not ready to provide either a new outlook or confirm that prior guidance. The reason being is we're only 50 days into the year. We're seeing subscriber churn by the MVPDs increasing, but industry reports are still showing churn to moderate. So right now, we're confident in saying the three-year CAGR would grow low single digits.

Yes. And just to reinforce that and address your specific question around us versus what other broadcasters may be seeing, this is the confluence of various timing events driving the outcome in 2023. 50% of our subscribers come up for renewal in the back half of 2023, and 40% are front-end loaded to the beginning of 2024. That’s 90% of the subscribers coming up in a pretty short window. With increased churn, that’s hitting the front part of this year without having the benefit of step-ups on those renewals. So that’s what's really happening here in terms of just timing of our contracts.

Yes. And Steve, one other point, net retrans for 2022 for the broadcast was up low single-digits.

Yes. Got it. And then on the Fubo issue, this seems like a rather deliberate approach by Paramount. So I'm just wondering how you see this situation getting resolved? And I think that Paramount has YouTube TV coming up in the next few months. Do you have a view on whether something similar might happen? I can't help but think of how CBS prior to the merger was often speaking very aggressively about how they expected to reclaim more of net retrans and whether you think those two are related. And I know this is a long question, but maybe just to put in there, is the CBS affiliate renewal part of your cadence for this year?

In terms of CBS, the last question you have, we do not have any renewals of CBS, I think, until year-end. I think this will eventually get resolved here in terms of Fubo. YouTube will have to see, but my take on it is that it will be resolved between us and the networks in the next couple of months. The bigger issue we’re highlighting is just one of inequity in terms of how virtuals are dealt with versus traditional. There is a growing consensus within the industry and within D.C. that needs to change.

Yes. And then maybe just lastly, so we see the Q1 EBITDA guide does look like it's a decent amount below the Q1 2021 EBITDA number, excluding Diamond's impact at that point. I was just wondering if there’s something like on the timing of cost, the Tennis Channel that's hitting that? Or do you expect EBITDA to grow as you move through the year? And the basis of the question is that on a trailing eight-quarter basis this year, you'll be swapping essentially 2021 quarters for 2023 quarters. So as we just think about the net leverage of the company, if those 2023 quarters look a lot like the 2021 quarters, it seems like your leverage could go up this year. So I just wanted to see if I'm missing any pieces there? Thank you.

Sure. What’s really driving the EBITDA is in part the advertising environment that Rob talked about, where the guide is – there’s a wide range on core advertising, right? So flat to down mid-single digits, there’s also political that we don’t have in Q1 of this year versus Q1 of last year. We do have step-ups in all of our normal compensation that’s in there, where we’re fully loaded for bonuses, assuming that everybody will hit their budgets. We do have some initiatives that Chris talked about, it’s $75 million for the year. There is some amount in Q1 of this year. Again, those are all – will generate returns as time goes on, and we do have additional Tennis Channel rights that are higher than last year. So I would say those are the big things that are driving the EBITDA quarter-over-quarter. Some of those are good expenses to have like the rights or the initiatives because they’re part of our long-term growth story. On your leverage question, we ended 2022 at 4x total net leverage. I do expect for it to increase this year beyond our target range. Just as a reminder, the target range is high 3s, low 4s. So we do expect by the end of this year to be higher than that low 4s area. That’s primarily driven by the absence of political, the macro climate, the strategic investments, higher interest rates. Last year, we had the benefit of the cash tax refunds that we won't have this year. Of course, the decline in net retrans. The good thing is 2024, which is a presidential year, is right around the corner, and we'll start to see some benefits later in the year, more like fourth quarter. We are expecting another record-breaking political year next year, and that will then help to delever the company.

Great, thank you for the color.

Your next question for today is coming from Aaron Watts at Deutsche Bank.

Hi, everyone. Thanks for having me on. You covered a lot of ground. I just had three quick follow-ups really. Chris, I don't know if you're able to share what percent of your retransmission revenues come from virtual MVPDs versus the more traditional ones? And then secondly, with the distribution renewals that you've highlighted coming up at the end of this year and beginning of next year, will you be negotiating exclusively for your stations? Or will you be continuing to negotiate for the RSNs as well with those renewals? Lastly, Lucy, just to follow up on your comments around leverage, I know you've bought back some bonds in the recent past, curious if continuing to take advantage of the discount those bonds trade at currently would help the deleveraging process as well as you move forward and think about free cash flow priorities? Thanks.

Thanks, Aaron. So we don't disclose the percentage between virtual versus traditional. In terms of your question on Diamond, as you know, it is now an independent entity with a separate Board and management team. We don't control the decisions that happen there and nor can we speculate what happens with the services that we provide.

Yes. I'll go ahead and jump in. On the buybacks, we're always opportunistic, whether it's debt or equity. As you pointed out, we bought back $118 million, which was about 25% of the 2027 notes last year at a discount. We will continue to be opportunistic on all those fronts this year. We will balance that with the commentary around leverage, around investments, and the macro environment as well. Just remember that the net leverage is net of cash. To the extent that you're using cash to buy in any of the debt, the deleveraging impact will be based on the discount you get. Otherwise, the bulk of it would not be deleveraging or any discount. Still, we'll continue to be opportunistic on all fronts while we balance some of the other priorities that we want to do.

Okay, thank you for the time.

Your next question for today is coming from David Hamburger at Morgan Stanley.

Hi, thank you. Good morning. On February 10, you issued an 8-K that stated that you purchased the Diamond Sports preferred that was issued to JPMorgan for $190 million to extinguish that guarantee. I was just wondering if you could talk a little bit about the timing of that? And then importantly, since Diamond chose to not pay its coupons last week, I’m just wondering if there are any other financial issues associated with Diamond that we should be considering with regard to Sinclair? You did call out the management fee changes in this quarter for the 1Q guide. Curious if there’s anything around, say, the previous tax consolidation of Diamond or any other financial issues we should be aware of with regard to Sinclair specifically?

So with regard to the preferred, it was really a cost of capital issue as that has a floating dividend rate on it, and as interest rates started to go up, that dividend rate started to get quite high. As Lucy mentioned, it was over 12% when we retired it. So that really, coupled with negotiating a small discount from JPMorgan, played into the decision and timing. As it relates to Diamond, as I stated earlier, we don’t control Diamond anymore. It is becoming increasingly independent. We expect that the tax benefits and the management fees that we get from Diamond will reduce over time as it becomes more independent.

And is there any way that we can think about that impact on Sinclair? Are there kind of any dimensions around that you can offer us? I know historically you haven’t really broken that out.

No, that's not something we can provide guidance on at this time.

Your next question for today is coming from Benjamin Soff at Deutsche.

Thanks for taking the question. I just wanted to follow up on the comment that growth of reverse has significantly moderated over the last year. If there are any factors that you could talk about that are causing that and whether we should expect that trend to continue over time? Thanks.

We do expect that trend to continue. What’s driving that is the shift in focus from the big media companies to their streaming platforms. The magnitude of the reverse payments went from sort of zero to 100 in a very short period. It is at a significant level now. You couple that with the magnitude of support that we give networks for their programming combined with some of the shift in focus onto other platforms. This is what impacts the negotiating dynamic and the ability for us to manage the cost of our network relationships.

Your next question for today is coming from David Karnovsky at JPMorgan.

Hi. Thanks. Lucy, just going back to your commentary on the three-year CAGR for net retrans. I think you said you were continuing to expect low single-digit growth that I thought the guide at your Investor Day was low to mid. Can you clarify if there’s a change there and whether that’s due to churn? Political in Q4, which is the low end of your guide despite the Georgia runoff. Can you say if there was a bump in political ad revenue for November and December? Thanks.

Yes. So we – yes, the three-year CAGR that we previously had out there was growth of low to mid-single digits. Right now, we’re saying low-single digits, could still be mid-single digits. As I mentioned, we’re still early into 2023, and we have conflicting reports out there, one which the distributors are reporting where they continue to churn, but then industry reports that are looking for moderation. So right now, we’re confident in saying the three-year CAGR would grow low-single digits.

On the political – on the previous election prior to this one, it was an eight-week cycle. This was brought down to a four-week cycle, and the dollars that were expected to go to the runoff did not materialize the way it did in the previous election. That’s why it’s a little bit lower than the guidance.

Thank you.

We do have a follow-up question coming from Dan Kurnos at Benchmark.

Yes. Thanks. I don’t want to ruin it, but I guess we’ll go to a core question, 53 minutes into the call here. Rob, maybe if you could talk a little bit about the – if you can talk a little bit about maybe local. I know you don’t break out local and national anymore, but it would kind of imply given the national weakness that local is somewhat up. I know you don’t have great visibility, maybe a little bit of softening in March. But you’ve got some pretty easy auto comps. It’d be helpful if you could kind of give us your view on the broader landscape for advertising as you see it play out over the course of this year?

Yes. So local was strong in January and February. The weakness we’re seeing is really on the national side. We’re not seeing any cancellations at all. What we’re seeing is close in, and that’s why March is lagging right now. We expect the orders to start coming in at the end of this week and beginning of next week. With our large CBS, we’ll be able to take advantage of March Madness, the tournament. Automotive has rebounded off of its lower basis points, but there is inventory on the local lots, the Tier 3 lots. Even though interest rates are up, people are still buying cars. I’ve had several conversations with mega dealers. The purchasing of cars during the COVID cycle is really used that was driving because there was no new inventory. Now they’re having shipments received at the Tier 3 level. So that bodes well for us. The legal category continues to increase, and we see the Travel segment and the Entertainment segment increase as well. We’re still confident. The way we've built our systems, even during economic downturns, we have various levels of packages and solutions for advertisers. Even if they cut back some budgets, we have solutions to help them remain advertising. Studies show those that continue to advertise during downturns come out stronger than those that don’t. I think, with our mixture of solutions, that helps solidify where we are on a core basis.

Got it. That’s helpful. And Chris, is there a way to kind of size the incremental tennis opportunity as you see it this year? Or is it more of a 2024? I’d love an update on where Compulse is right now?

Yes. There’s a lot going on at tennis. International continues to expand, as I mentioned. We continue to enhance the programming. Direct-to-consumer will also be a 2024 event. You won’t see a financial benefit in tennis in 2023. Many of those initiatives are still in investment mode, but we’re very bullish about tennis in the future as it expands globally and builds out its direct-to-consumer presence. Sorry, what was your second question again?

I just wanted an update on Compulse, if you had any.

Compulse continues to grow nicely. We continue to mature the offering and enter into commercial relationships, improving the business. This year will be a big focus on profitability. We expect it to turn profitable in the back half of this year while still maintaining high growth. We’re very pleased with our progress in Compulse. Getting it to a net contributor will be a very positive event later this year.

One more thing on tennis: we continue to expand partnerships with major tournaments. We expect to be launching a white-label tennis shop in conjunction with Tennis Channel that will allow us to be in the merchandising business as well.

Got it. Awesome. Thanks for all the additional color. Really appreciate it.

Thank you. We have reached the time allotted for the call. I will now turn the call over to Chris Ripley, President and Vice President, for closing remarks.

Thank you all for joining us today. If you have more information or additional questions, please don’t hesitate to give us a call.

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