Good morning, everyone. We're going to get started here with EW Scripps. We're going to do something a little different here. We're going to have a fireside chat. We have Jason Combs, who's the chief financial officer of EW Scripps. Before we get started, we're going to have Jason kind of go over and give a brief overview of EW Scripps to kind of be a flavor of what the company does for those of you that may not be familiar with the company. And then we'll go into a fireside chat. So, Jason, what do you want to do?

Sure. Good morning, everybody. So EW Scripts is a company, we're nearly 150 years old. We've been in and out of a lot of businesses over the years. We started in newspapers. We got out of newspapers in 2015. We've been in cable systems. We've been in cable networks. We've been in podcasting, podcast measurement, and broadcast television. And so our current sort of incarnation, which really was for the foundation, was kind of set back in the early 2020s, is a television-focused company. with two reporting segments. We have our national networks, which consist of eight national networks that reach pretty much every household, whether it's through pay TV, through over the air, or through connected TV, with ION being our biggest, most known brand there, as well as brands like Core TV, and Bounce, and Grit. And then on our local side, we own 61, or a little more than 60 TV stations across 41 markets. Most of those are big four affiliated, So we are a local broadcast affiliate for NBC and ABC, CBS, and Fox, as well as owning a handful of independent stations as well. So if you look back last year, we did about $2.5 billion in revenue, a little under $600 million in adjusted EBITDA.

And so that kind of brings you to today and what our company looks like. great and i know that uh before we get into the questions about uh having a you know a takeover offer let's kind of go into the operating trends of the company and that sort of thing and your strategic vision because who knows what happens you know yeah absolutely so um how do you define uh scripts uh strategic uh positioning today particularly for your local broadcast stations yeah so for local broadcast i think um you know we are you know local broadcast in and of itself it's a legacy business, and it has headwinds, and so we are continuing to manage those headwinds in a variety of ways, one of which is leaning into a sports strategy.

So many are familiar with the old RSN model, you know, Valley Sports, Diamond Sports, that model has been falling apart, and the local teams have been struggling with lack of reach because many of those cable RSNs no longer reach the majority of any community. So if you're a sports fan, you were not able to your team. We have leaned in a couple years ago to that sports strategy. We have signed up with four local NHL teams, including down in Florida here, we have the Florida Panthers and the Tampa Bay Lightning, to bring them increased reach and to bring ourselves increased advertising revenue as well as re-transfer distribution revenue. So it's been a growth engine for us. Another one, for those not really familiar with our industry, that continues to be a growth for us as you look sort of on an even-year basis, is political. You all see during every political cycle, lots of political ads on television, the dollars in that ecosystem continue to grow. We actually had an all-time record in 2024 with $343 million in political revenue. As we look forward to 2026, we expect another really strong midterm election, not as big as 2024. The off-elections are always a little smaller. But compared to 2022, the last midterm before that, we expect some strength there. And then the last thing I would mention on local is we continue to lean into ensuring that as viewers want to see our products in different ways, for example, whether it's on digital or whether it's through connected TV, that our product is there and ready for those viewers.

One of the aspects of the company is that Core, you had mentioned. And by the way, for those that may not be familiar with core, core backs out political because you get political on these even years that kind of come in and it's very, you know, very strong and it carries very high margins. So you have these big windfalls in the even years. So we kind of factor that out and we talk about core advertising. And core advertising, you're indicating that core advertising is very strong right now for your company, which is very unusual relative to the rest of the industry because the rest of the industry is showing downtrends, and so you're showing pretty strong core numbers, and I would imagine that most of that is because of their sports, but you might want to just talk a little bit about what you're seeing in terms of core right now.

Yeah, so from a core perspective, our core ad revenue in Q3 was up 2% year-over-year, and we guided the Q4 about 10%, which when you look across the industry was best in class in the industry. That is for a variety of reasons, but sports is certainly a big one. You know, both, and I think it's a big, it's driving growth on two fronts. One is just new properties we have, right? Tampa Bay Lightning, we did not have last year. We have it in Q4 this year. That's all incremental core ad revenue for us. That's great, and we're really excited to be partnered with such a great team. You know, beyond that, I think we've enhanced the way we monetize our existing sports assets in a way that's driving growth year over year as well. So we continue to lean in there. Broadly from a core advertising perspective, the local advertising market is pretty stable. The category that has seen probably the most headwind over the last year or two has been automotive.

First, it was because of the chip shortage a couple years ago.

That impacted auto supply. Then with a higher interest rate environment, that also impacted auto. But beyond auto, I would say services, which is a big category, continues to be strong for us. Home improvement has been strong. And retail, you know, is hanging in there as well.

And then on the local front, retransmission revenues, you always seem to have a little bit of a catch-up to do on the retransmission revenues. And then now we're kind of getting hit with a little bit of the rollover, I don't know how to say it, the headwinds with the MPVDs, you know, and the fallout with subscribers in that area. Maybe you can talk a little bit about trends on retransmission that you kind of see. Are we kind of tapping out in terms of what we can see in terms of opportunities on retransmission, which has been historically a good revenue growth trend for you?

Yeah, absolutely. And so for those not familiar with the term retransmission, because I know we have some folks who aren't familiar or is familiar with our industry in the room, those are the fees that we get paid by the cable providers and satellite providers out there to carry our networks. And to Mike's point, it's been a huge growth engine for us over the last 10 years or so. Some of that just because the re-trans ecosystem has been growing. Some of it is because we had some legacy lower rates than most tied to back when we owned some cable systems. We used to own HGTV and the Food Network. And we sort of, to get carriage there, we took a lower rate on our local TV stations. And now we're playing catch up on that. And so as we look forward, we have a big renewal cycle next year. 70% of our pay TV subscribers renew in mostly the first half of next year. We continue to believe there's additional headroom to move rates. So I do expect growth on gross retrans revenue next year. But I think to me, the bigger story is going to be, so we get paid by those cable and satellite companies, then we have to turn around and pay a portion of it back to the networks, to NBC, ABC, CBS, and Fox. And our expectation is we have a big renewal next year. Our biggest renewal is ABC. We have 18 ABC stations. And our expectation is that expense, which historically has increased in each renewal cycle, now continues to decrease or starts to decrease. And the reason for that is they've continued to take away our exclusivity. Back in the day when they acquired content or it was for their broadcast networks that you would watch in your cable satellite or through your antenna on your roof. Now they are simulcasting things on all of the streaming networks. You know, the NBA contract is a great example. NBC won the NBA contract. It's available on NBC, but it's also on Peacock. And so we're able to use that to drive down expenses and move forward. So what you're going to have now is some continued growth in the top line with a decrease in that expense. So when you're talking sort of a net retrans, both dollars and margin, we expect growth over the next couple of years.

Gotcha. And so on the, when are the network contracts coming up?

So we have three of our nine CBS are up at the end of this year, and then ABC, which is our biggest affiliation, is middle of next year. We negotiated NBC at the end of last year, and Fox at the middle of this year. Gotcha.

And obviously, the one of the, so you have a little bit of the growth driver still being retrans political has been still growing cycle over cycle and political is going to be kicking in again next year so you should still see some growth cycle over cycle and political we would expect talk a little bit about another opportunity that's still maybe a little bit off in the into the future your atsc3 atsc3 i always get this wrong atsc 3.0 and the opportunities that you might see with that new technology?

Yeah, so the industry is in the process of transitioning from an old standard, which is called ATSC 1.0, over to a new one, which is called ATSC 3.0. And so for those who are closer to my age, you know, you may remember when we made the transition from standard def to high def. This is sort of the next transition. And when that transition is complete, what that's going to allow us to do is we are allocated with our FCC license a certain amount of spectrum and in which uh in which we typically air six or seven different channels in that spectrum we'll now be able to compress the amount of spectrum we need for those channels which is going to open up some additional spectrum and so we have joined in a joint venture with three of our largest partners in the industry called edge team wireless with the purpose of taking that additional spectrum that will be sort of opened up as part of this transition and using it for wireless data transmission. And so when you think of 5G today, 5G is a one-to-one technology. And so if you need to send a mass amount of data to a lot of people, it gets very expensive. Broadcast technology is a one-to-many. So we can send one mass amount of data to an entire DMA, to an entire city, for significantly less cost than what you can through 5G. And so Edge P. Wireless, we stood that up last year. we hired the ceo this year he is working on um on laying out their strategic plan now but you know certainly a heavy focus on on automotive on digital signage on a broadcast gps which is far more accurate than the gps you have on your phone today and so a lot of promise there it's a couple years away before it becomes really meaningful um but but certainly a growth engine that is not reflected in any way in our stock price today um you might want to kind of shifting gears.

We've talked a little bit about the local television market. Now, let's kind of shift gears and talk a little bit about the Scripps networks. Maybe talk a little bit about the strategy for the Scripps networks at this stage and, you know, maybe describe a little bit more in detail about what those are.

Yeah. So, as I mentioned at the beginning, we have eight national networks. ION is the biggest. GRIT and Bounce are the next two biggest. And then we have, you know, handful below that. Traditionally, if you go back four or five years ago, all of those networks were largely, outside of core TV, were largely general entertainment networks. If you turned on Ion, you were watching, you know, syndicated programming like Law and Order SVU, Criminal Minds, NCIS, so and so forth, Grit. We were watching old westerns, those sorts of things. What we've done, and it was only available really through over-the-air or through pay TV. We've done two pivots the last couple of years because we know that traditional over-the-air and pay TV viewing is in the climb. And so we've leaned into two growth strategies there to offset the headwinds we see sort of in our legacy business. One is connected TV. So we've launched all of our networks in connected TV. If you go to your Roku, your Pluto, your Samsung, Vizio, WatchFree, all of those, our products are out there and they are gaining, continuing to gain traction. That was a business that that connected TV business was virtually nothing four years ago. This year it's going to be around 120 million dollar business. It's growing 35 percent year over year. So you know it's all about as the eyeballs fragment you move to where the eyeballs go. And so we've leaned into that. The other strategy which overlaps a little bit with connected TV as well is our sports strategy. I talked on the local side about the NHL deals that we've won. On the national side we looked at ION. ION is, a lot of people think of ION as a cable channel. It's actually a collection of broadcast towers all around the country that are also on cable. They're also on satellite. It's the fifth most viewed network, broadcast network that's out there. And so we focused on identifying sports that lacked the reach, the reach platform that ION brings. And so we first leaned into the WNBA. This was three years ago. This was pre-Sort of Caitlin Clark and the big phenomena of the last couple years. And we landed a three-year contract where we said, we want to give you a franchise night because right three years ago, it was really hard to watch the WNBA. Because if you wanted to watch that, you know, this week, it might be on a Tuesday night on ESPN. Next week, it might be on a Saturday afternoon on ABC. We said, no, every Friday night from, you know, seven o'clock to 11 o'clock, you can come and watch WNBA. So that was sort of our first lean into sports. And it was a big shift change for ION, which historically had been those sort of the syndicated crime dramas. We then, shortly after that one, NWSL leaned in the same way, the National Women's Soccer League, and that is a Saturday Night franchise, runs the whole season. And now we're adding some other sports around there. We just recently did a track and field event. We just did the Fort Myers Tip-Off Classic, which was a women's college basketball tournament last weekend, the weekend of Thanksgiving.

And so we've kind of pivoted to a to adding in these sports which drive a premium CPM and and and drive I think just bringing something new and original drives a lot more interest from an advertising perspective gotcha and in talking about the the towers that you have across the nation and so forth I know at one point a couple years ago when we had spectrum options we were looking at the value of the spectrum that Scripps had and the values for the spectrum seemed quite high. I was wondering if the spectrum values played in any particular role in the valuation of Scripps these days.

So I would say no. I would say that's something that's not realized in our stock price, but there's tremendous value in our spectrum. Mike referenced there was a spectrum auction several years ago. That's typically something that's government mandated. It hasn't happened yet, but if there were another spectrum auction, I think we would look to see where we could participate there has been some some sales recently with dish echo star selling spectrum to AT&T and then following up and selling some to to SpaceX I believe it was and that gives us some pretty good idea in terms of evaluation that the band of spectrum they were selling sits just above what's called the UHF band which is a large chunk of our television station so we're just kind of adjacent to that band that was sold and so I think there's tremendous value that is again nowhere reflected or realized within our stock price today.

Gotcha. And then just touching on those, going back to the Scripps network side, direct response obviously has been a big portion of the revenue stream that you get in the in the networks. Can you talk a little bit about the trends that you're seeing on the direct response side?

Yeah. And so direct response is the type of advertising that's typically like a call to action of some sort. Like for example, during Medicare open enrollment, it's, you know, call this number, those sorts of things, but also often driven around consumer products as well. During the shutdown, we saw a definite pullback in direct response, and I think that was indicative of people's uneasiness or uncertainty in terms of the economic situation, in terms of what was going on at that time with the government, in terms of a large percentage of population that was not receiving paychecks. We have seen it kind of bounce back and show a little bit more life since that shutdown ended, and so we're optimistic about that particular revenue line item as we move into 2026.

Okay, before we open up for additional questions, you might want to just give everybody an update on the balance sheet. I know you paid down a lot of debt, so you might want to just give an update there.

Yeah, and so in order to build sort of the portfolio we have today, we did a tremendous amount of acquisitions between call it 2016 and 2021. And shortly after that, we saw a real pullback in the advertising marketplace for a variety of reasons. And so what that left us with was last year in Q2, our net leverage had gotten up to about six times, which is sort of an all-time high for us. We also had a bunch of near-term maturities that needed to be refinanced. We had a 26 maturity, a 27 maturity, a 28 maturity. And so what we've been focused on the last year is both generating cash flow and paying down debt to improve our leverage profile. And we ended the most recent quarter, 4.6, so a pretty significant improvement during that time frame. We've also refinanced. We have about $3 billion in debt. We've refinanced about $1.5 billion. We've got all of our near-term maturities. So right now our year's term maturity is 2028, which will be paid off just through normal cash flows over the next couple years. So really our next refinancing timeline is likely 2029. And so we continue to make a lot of progress, I would say, on improving the overall health balance sheet. And I think we're in a much better position standing here today than we were last year.

The company hasn't been shy about the prospect of, you know, seeing consolidation in the industry and the need for consolidation. What are your general thoughts about the FCC and the prospect of approval of seeing, you know, lifting of restrictions on ownership restrictions?

Yeah, and again, for those not as familiar with our industry, I'll just take a step back. You know, the regulations that local broadcasts are governed by made a lot of sense in 1980. They make no sense today. And so what we've seen with this administration, and specifically the FCC chair, is a desire to loosen those regulations to sort of allow us to compete in the marketplace with everybody who we sell against, because we don't go out and just sell against three other local television stations. In local ad markets, we're selling against the local cable ad sales, against Google, against Facebook, and so the allowing for some rules changes will allow us, will allow consolidation in the industry, which will better position us to be able to compete. And so the two primary areas that the FCC has been vocal about changing have been the Big Four duopoly rule and the national cap. So in the past, you could not own two of the Big Four, so like an ABC and NBC, in the same market. And given, again, the way the industry has changed, the way the landscape has changed, we believe that that is an imperative to allow for local broadcasters to continue to be economically durable. The other one is a national cap. So today, you can't own television stations in more than 39% of the country. So let's say Netflix didn't exist and started today. What would it be like if we said Netflix, you can only operate and 39% of the country. So that same tells you from a rules perspective how far behind our rules are. We believe the duopoly rule will be kind of washed off the books here very soon and that the national cap will likely be changed in the first half of next year. And there has been a lot of, I'm happy to talk about some of the stuff we've already done. Do you want me to kind of jump into that? Yeah, well, and then there's an elephant in the room. There's an elephant in the room. We can talk about that as well. So, you know, I alluded to the rules changing. People are already transacting sort of ahead of those rules changes, and so there have been a handful of smaller deals. We've taken part, or we've announced three of them. We're selling two stations, our Fort Myers station and our Indianapolis station. We are also doing a station swap with one of our competitors, Gray, where we are swapping stations so that we can get out of a market but get a second station in another market. Several other peers have announced smaller deals like that. and then Nextar and Tegna, who are two of the biggest in our industry, have actually announced sort of a mega merger, where they're merging together, and that's where the big deal that's come out thus far, and that's right currently in front of the FCC and the From our perspective, we currently have an offer that we've received from Sinclair, who's another one of our large competitors. We were in discussions with them over the summer. Those discussions ultimately did not reach an agreement that we thought met the threshold for the right deal for our shareholders, and they broke off the discussions. And then recently, as you alluded to, they've come back with an offer, which we are currently with our board analyzing to determine is it the right offer or not.

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