Earnings Call Transcript - SBGI Q2 2025

Operator, Operator

Good day, everyone, and welcome to the Sinclair Second Quarter 2025 Earnings Conference Call. 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.

Christopher C. King, Vice President of Investor Relations

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.

Christopher S. Ripley, President and CEO

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 two 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 a fresh perspective 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.

Narinder Sahai, CFO

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.

Christopher S. Ripley, President and CEO

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 his 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 the quarter as required by our outstanding funding commitments. Ventures cash balance was $393 million at quarter end, up $39 million sequentially. On Slide 6, I wanted to better highlight a key acquisition that Ventures made during the first quarter that we briefly mentioned on last quarter's earnings call. In mid-March, we acquired the remaining 75% stake in Digital Remedy that we did not already own for approximately $30 million. Digital Remedy offers omnichannel media activation solutions with a focus on connected TV. As a result of the acquisition, Compulse has now rebranded as Digital Remedy. Digital Remedy is a Rule of 40 software company, defined as the sum of the company's revenue growth rate and profit margins exceeding 40%. In addition, Sinclair now comprises only approximately 40% of Digital Remedy's total revenue. That number is declining with new outside clients growing more rapidly. We are very pleased to have Digital Remedy join the Sinclair team, and we look forward to continued strong growth and value creation trends from this business. On Slide 7, I want to highlight the substantial asset value within Sinclair Ventures and how it supports our evolving investment strategy. Our current minority investment portfolio and cash represent over $726 million in book value as of quarter end or about $10 per share. This excludes Tennis Channel, Digital Remedy, and other consolidated minority-owned investments. With Ventures carrying no debt, this represents significant unencumbered capital, and we believe the current market value of these assets is significantly higher than the current book value. Importantly, as we pivot toward majority investments where we have greater operational control and strategic influence, these assets provide substantial monetization opportunities and capital deployment flexibility. The value we've built through our diversified approach now positions us to be more strategic and selective, focusing on investments where we can drive outcomes and create value through active management. Let me now turn it over to Rob to continue the discussion about our Local Media segment.

Robert D. Weisbord, COO and President of Local Media

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 four college football podcasts covering four 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 four networks, CHARGE!, Comet, ROAR, and The Nest, had the highest year-over-year coverage growth among all Nielsen-rated broadcast networks. Among total viewers in top 10 DMAs, CHARGE!, Comet, and 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.

Christopher S. Ripley, President and CEO

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 two top four 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 is needed, timely, and appropriate. As of late, the burdensome control and financial obstacles implemented or attempting to be implemented by certain networks are hampering local broadcasters' ability to serve their communities. In particular, we support a review of practices relating to affiliates being forced into streaming deals or excluded from entering into independent deals, oftentimes with streaming services owned by the networks themselves. The independence of local broadcasters is paramount to their ability to produce local independent journalism and provide communities with an option for different voices. As we often see, local broadcasters provide a voice not often heard on national stages and are more trusted than any other source in media. As certain media companies continue to grow their content and distribution holdings, this review is more important than ever. Again, we welcome FCC Chairman Carr's approach towards regulatory clarity that supports both strong network partnerships and local editorial independence. As both a major station group and content creator, Sinclair believes balanced affiliate relationships are essential to serving local communities effectively. This development reinforces the fundamental value of local broadcasting and our role as trusted community partners. We continue to view the deregulatory environment in Washington as highly constructive, and we will continue to work with Chairman Carr and the rest of the SEC on the very welcomed and long overdue approach to protect local journalism across the country. Now for the first time, let me turn the call over to Narinder to walk through our financial results and guidance.

Narinder Sahai, CFO

Thanks, Chris. I'll cover our financial results in three 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 1.8 times and net leverage at 5.7 times based on a trailing eight-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. Core advertising revenue of $272 million was within our guidance range, but was down by 4.7% year-over-year on an as-reported basis as macroeconomic and tariff-related pressures continued to weigh on certain key categories. Media expenses of $542 million were $23 million favorable to the low end of our guidance range, driven by cost savings resulting from lower sales-related and employee costs from open positions, deferred timing on certain initiatives, and successful resolution of various outstanding FCC matters during the quarter, which allowed us to reverse approximately $13 million in previously accrued expenses. However, please note that only $3 million of these reversals are favorably impacting adjusted EBITDA for the quarter. Tennis Channel delivered total revenue of $68 million, up 1% versus the prior year quarter, but below our guidance, driven by softer advertising trends. Adjusted EBITDA of $13 million was at the high end of our guidance range. Turning to Slide 13. Consolidated media revenue of $777 million came in a touch below our guidance range, primarily due to softer-than-anticipated distribution revenue driven by slower-than-anticipated virtual MVPD growth. Year-over-year performance reflects the expected industry dynamics in a non-political year. Media revenue declined $42 million versus the prior year, driven by the expected reduction in political advertising revenue in this non-election year and the absence of material Diamond management fees. However, core advertising revenue grew $13 million year-over-year on an as-reported basis, which includes contribution from our Digital Remedy acquisition. Note that Digital Remedy, the now combined Compulse and Digital Remedy businesses, recorded $38 million of revenue and $7 million of adjusted EBITDA in the second quarter. Distribution revenue for the quarter was essentially flat year-over-year as rate increases offset subscriber churn. Turning to Slide 14. Consolidated adjusted EBITDA of $103 million exceeded the midpoint of our guidance range. This outperformance was driven by lower-than-anticipated media expenses due to cost savings and reversal of prior FCC expense accruals as noted earlier in segment results. As compared to last year, adjusted EBITDA declined by $55 million, reflecting expected impact of $42 million in lower media revenue, combined with $11 million in higher media expenses driven by network programming fee increases, production costs, and annual compensation adjustments. Once again, please note the media expenses do not reflect the benefit of prior period reversals of certain expense accruals related to FCC matters. On Slide 15, we introduced our detailed third quarter 2025 guidance. Note that our guidance does not incorporate any anticipated or pending M&A activity. Consolidated media revenue of $744 million to $768 million reflects the anticipated year-over-year decline in political advertising revenue as we cycle against a strong 2024 election year. Core advertising revenue is expected to be in the range of $303 million to $314 million as specific categories remain pressured, although as Rob noted earlier, we are seeing some signs of stabilization. Distribution revenue is expected to be modestly lower at the midpoint of our range versus prior year, driven by several factors. One, traditional MVPD subscriber churn continues, though industry-wide trends appear to be moderating. Note that while we are encouraged by improving churn metrics announced by our largest MVPDs, we have not yet seen these improvements translate into our subscriber numbers, though we do expect to see some improvement in the coming quarters. Number two, partial offset provided by continued subscriber growth at virtual MVPDs, albeit at a slower rate and rate increases later in the quarter. And number three, keep in mind, we have a negative impact from our completed divestiture of four markets to Rincon Broadcasting, which closed in July. Consolidated adjusted EBITDA guidance of $71 million to $93 million reflects these revenue dynamics while maintaining operational excellence and cost discipline. Turning to Slide 16, we present our full-year 2025 guidance for key financial metrics. Two things to note here. Number one, the most notable change is that we have substantially reduced our cash tax expense guidance to $46 million at the midpoint, which is a $74 million improvement from our guidance provided last quarter. This favorable revision is primarily driven by significantly lower forecasted federal tax payables resulting from the passage of the One Big Beautiful Bill Act in July. And number two, just as a reminder, net interest expense includes $68 million of refinancing fees and expenses that were expensed in the first quarter when we completed our comprehensive debt refinancing.

Christopher S. Ripley, President and CEO

With that, let me now turn the call back to Chris for closing remarks before we open the call to Q&A. 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 five 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, Operator

Your first question is coming from Dan Kurnos from Benchmark.

Daniel Louis Kurnos, Analyst

Welcome, Narinder. Chris, I appreciate your comments on the regulatory landscape. There's a lot happening, and we'll see how the September meeting unfolds. It seems like you are gearing up to be more active on the buying front. Narinder mentioned balance sheet flexibility; how aggressive do you think you can be? Do you anticipate any remedies on the network side that you mentioned? Additionally, can you provide more insight into what transpired with the virtual distributors? Does this indicate that your subscriber declines were slightly worse than expected? I understand there's a 90-day lag with traditional methods, but it seemed like subscriber trends were improving there. I'd like your thoughts on that.

Christopher S. Ripley, President and CEO

Thank you, Dan. I'll address the second question first. We are confident that market trends are favorable for us regarding reverse compensation. Over the years, we have successfully managed to reduce increases consistently, and we are now observing declines in some of our reverse compensation to networks. Additionally, with the recent launches of DTC services by two networks, ESPN and FOX One, our negotiating position is strengthened. There is growing recognition within the industry, and notably by the FCC, that exclusivity has diminished in the network affiliate relationship, resulting in networks being significantly overpaid. This encourages our belief that we will perform better than expectations. Regarding subscriber trends, a major virtual MVPD experienced a significant loss of subscribers quarter-over-quarter in the second quarter. However, we anticipate a rebound as football season approaches, as people tend to join and leave the virtual space more frequently during this time, especially as the space grows within the larger ecosystem.

Operator, Operator

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

Steven Lee Cahall, Analyst

Welcome to the broadcast. I have a few questions. Chris, you've mentioned a lot of opportunities regarding the deals you've announced. Can you provide insight into the accretion from these announcements? We believe there are several duopolies in play, and we're considering these could contribute double-digit million dollars to EBITDA. I'm interested in any outlook on that contribution. Additionally, regarding the retrans question, I see your guidance indicates mid-single-digit net growth until 2025, which I assume reflects a two-year CAGR. Given the current trends in subscriber declines and reverse comp, is there any risk to that guidance? Lastly, I was surprised to find that core ads did not perform better in Q3 despite the easier comparisons. Do you see any signs of improvement in core advertising, or is it still quite volatile?

Christopher S. Ripley, President and CEO

All right. I'll let Rob address the last question about core, but I'll cover your first two. Regarding M&A, I want to give you some context. As I mentioned earlier, it's very important and positive that the Eighth Circuit has overturned the two Big 4 rule. This significantly accelerates the expected path of deregulation. Previously, we anticipated a remand to the FCC, which could have delayed things for another year. Now, we're within 90 days of operating without the two Big 4 prohibition. Additionally, the multicast restrictions that were imposed on the industry last year have been overturned as well. Both developments are crucial and provide immediate relief. We've already taken action by closing one station swap, four station sales, and entering into two new station service agreements. Our pipeline is robust and is expected to grow, especially following these recent rulings. We have 18 more JSA buy-ins in the pipeline and are actively working on other transactions, including more station swaps. The anticipated JSA activity will bring in tens of millions of dollars in additional EBITDA at a very low purchase price, well below a one times purchase multiple. As for the 23% to 25% CAGR, we are now guiding toward low single digits for that retrans CAGR. Now, I'll turn it over to Rob to discuss your question about core ads.

Robert D. Weisbord, COO and President of Local Media

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.

Christopher S. Ripley, President and CEO

I want to highlight a point because there seems to be some misunderstanding in the market about the auto sector. We certainly experienced weaknesses driven by tariffs, but the national players were not as affected. This is what Rob was referring to. There was an increase in demand due to concerns about tariffs raising prices, which did not impact OEM advertising but did impact Tier 2 and Tier 3. Dealerships, facing uncertainty, cut back on advertising even though there was significant customer demand. Now, as the future becomes clearer, we are no longer seeing this increased demand at the dealerships, and we are noticing signs that this trend is reversing.

Operator, Operator

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

Benjamin Soff, Analyst

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.

Christopher S. Ripley, President and CEO

Yes. Regarding the guidance, the key point mentioned in the script was the sale of four stations, which resulted in a significant amount of expense that was recorded in July. Additionally, there were costs from a previous closure in March that impacted Q2 and will also affect Q3. Digital Remedy is now included in the financials, contributing both to expenses and revenue. If you would like more details, we can follow up to go over those figures. Ben, could you repeat your second question? I believe it was about Ventures, correct?

Benjamin Soff, Analyst

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

Christopher S. Ripley, President and CEO

Our primary assets in Ventures are Tennis Channel and Digital Remedy, both of which we are very optimistic about for future growth. Tennis Channel, especially, is poised for development under the new leadership of Jeff Blackburn from Amazon. Digital Remedy, now integrated with the legacy Compulse business, is set to reach its potential in a rapidly growing market with top-tier product offerings. We also plan to add more portfolio companies, prioritizing quality over speed in these additions. The other assets mentioned in this call have a combined book value of $726 million, which we intend to monetize. A significant portion of this, $393 million, is already in cash, leaving over $300 million in book value to be monetized. We anticipate further monetization efforts for the remaining portfolio in the latter half of this year, with some initiatives already in progress. However, none of these are intended for long-term holding, except for the Valley stake. The Valley stake is assessed based on its current trading price, which we do not believe accurately reflects its real value. Recently, Valley executed a strategic transaction with Intralot in Europe, which we believe enhances its overall potential. We are looking forward to many more growth opportunities with Valley. For now, we do not expect a near-term monetization event for this position.

Narinder Sahai, CFO

Ben, this is Narinder here. Let me address two items related to the guidance. For Digital Remedy, you shouldn't anticipate any significant changes in Q3 compared to what we reported in Q2 regarding its contribution. However, keep in mind that part of this includes Compulse, so not all of the figures are from the acquisition. Regarding the sale of stations to Rincon, the main impact I previously mentioned was on distribution revenue. If you examine the quarter-over-quarter reduction in distribution, I would estimate that nearly half of that is due to Rincon. I hope this provides some clarity on the guidance.

Operator, Operator

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

Christopher S. Ripley, President and CEO

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.

Operator, Operator

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