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Date

Wednesday, Aug. 6, 2025, at 4:30 p.m. ET

Call participants

  • President and Chief Executive Officer — Chris Ripley
  • Executive Vice President and Chief Financial Officer — Narendra Sahai
  • Chief Operating Officer and President of Local Media — Rob Weisbord
  • Executive Vice President — Lucy Rutishauser

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Risks

  • Core advertising revenue declined 4.7% year over year on an as-reported basis in Q2 2025 as "macroeconomic and tariff-related pressures continued to weigh on certain key categories".
  • Distribution revenue in the Local Media segment fell 1% in Q2 2025 compared to the prior year quarter and ended below expectations, primarily due to "lower-than-expected subscriber growth for virtual MVPDs".
  • Tennis Channel advertising revenue was "softer" than anticipated in Q2 2025, leading to total revenue of $68 million in Q2 2025, which was below management guidance.
  • Overall advertising demand visibility remains "below historical levels," and management stated the environment "remains tough" for core ad sales.

Takeaways

  • Consolidated media revenue-- $777 million for Q2 2025, slightly below guidance due to softer-than-anticipated distribution revenue from virtual MVPDs and reflecting a $42 million year-over-year decline driven by lower political advertising and the loss of diamond management fees.
  • Core advertising revenue-- $272 million, within guidance for Q2 2025 but down 4.7% year over year on an as-reported basis; management cited macroeconomic and tariff-driven headwinds in key categories.
  • Distribution revenue-- $380 million in Local Media for Q2 2025, 1% below the prior year and slightly under expectations; management attributed this to slower-than-expected virtual MVPD subscriber growth.
  • Media expenses-- $542 million, $23 million favorable to the low end of guidance for Q2 2025, aided by lower sales and employee costs, as well as $13 million in reversed FCC accruals (of which only $3 million benefited adjusted EBITDA).
  • Adjusted EBITDA -- $103 million consolidated for Q2 2025, exceeding the midpoint of guidance due to cost savings and favorable expense accrual reversals; $99 million in Local Media and $13 million in Tennis Channel adjusted EBITDA (non-GAAP), each above guidance midpoints.
  • Digital Remedy-- Acquired remaining 75% ownership for ~$30 million in Q1 2025, rebranding Compulse as Digital Remedy; delivered $38 million in revenue and $7 million in adjusted EBITDA (non-GAAP) in Q2 2025.
  • Ventures portfolio book value-- $726 million in minority investments and cash as of Q2 2025, representing approximately $10 per share, and excluding fully consolidated holdings like Tennis Channel and Digital Remedy.
  • Cash and liquidity-- $616 million in consolidated cash (including $224 million at STG and $393 million at Ventures) as of Q2 2025 and a fully undrawn $650 million revolver, with no material debt maturities until the end of 2029.
  • Net leverage-- First-out first-lien net leverage at 1.8x for Q2 2025 and total net leverage at 5.7x based on a trailing eight-quarter calculation at period-end.
  • M&A and regulatory update-- Recent deregulatory rulings allow Sinclair to close new station acquisitions and swaps, with management noting a robust pipeline including 18 JSA buy-ins planned and expectations of "tens of millions of dollars of additional EBITDA" at purchase multiples far less than 1x.
  • Multicast networks growth-- Charge, Comet, and Roar delivered 21%, 17%, and 40% year-over-year total viewer growth, respectively, in the top 10 DMAs through the May sweeps (year-over-year growth as reported for the May sweeps period), with further investments in content for the next television season.
  • Guidance adjustments-- Q3 2025 consolidated media revenue is anticipated at $744 million to $768 million (guidance), with adjusted EBITDA (non-GAAP) guidance at $71 million to $93 million for Q3 2025; full-year 2025 cash tax expense guidance reduced to $46 million at the midpoint, a $74 million improvement in full-year 2025 cash tax expense guidance from prior guidance due to legislative changes.
  • Podcast expansion-- Segment launched five new high-profile sports podcasts, including college football and WNBA-focused shows, with management targeting these as rapid growth drivers as they enhance advertising opportunity and audience engagement.
  • Asset monetization strategy-- Management plans to monetize all Ventures minority assets (excluding core holdings such as Tennis Channel and Digital Remedy), noting some transactions are expected in the second half of 2025.

Summary

Sinclair(SBGI -12.03%) reported consolidated adjusted EBITDA (non-GAAP) of $103 million for Q2 2025, surpassing guidance midpoint on cost controls, while total media revenue of $777 million for Q2 2025 reflected declines in political advertising. Strategic deregulatory shifts enabled new acquisitions and market swaps, with management quantifying a robust growth pipeline of 18 additional JSA buy-ins, expected to deliver tens of millions of dollars of EBITDA (non-GAAP) at low purchase multiples. The company completed the full acquisition of Digital Remedy in Q1 2025, producing material revenue and adjusted EBITDA contributions, and spotlighted year-over-year growth in multicast networks—including 21% for Charge, 17% for Comet, and 40% for Roar through the May sweeps—as well as a rapidly expanding podcast portfolio aligned with large sports franchises. Cash and liquidity were further bolstered by $616 million in cash and a fully undrawn $650 million revolver as of Q2 2025, alongside extended maturities and an opportunistic repurchase of approximately $81 million in 2027 notes below par during Q2 2025. Guidance for Q3 2025 reflects macroeconomic uncertainty, further declines in political spending, and the direct impact of recent asset divestitures, while management highlights substantial asset monetization plans and future value creation through Ventures.

  • President and Chief Executive Officer Ripley said, "we have 18 more JSA buy-ins planned in the pipeline, and we're, you know, busy working on other transactions, like I mentioned—station swaps, etcetera. So probably the easiest way to think about all of the JSA activity, which you're going to see more of in the near future, is that they will contribute tens of millions of dollars of additional EBITDA (non-GAAP)."
  • Chief Operating Officer Weisbord stated, "Though the environment remains tough, we are optimistic based upon our activity we've seen ... we're seeing much larger buys coming down the pipeline ... we're cautiously optimistic as we move through the summer months into September with the return of college football and NFL."
  • Chief Financial Officer Sahai explained, "Capital expenditures of $17 million were well below our guidance range, primarily reflecting project timing within the year."
  • Ripley described the asset strategy: "We're ultimately looking to monetize all of those [Ventures minority assets] ... There will be some additional monetizations in that portfolio later in that back half of this year."
  • The deregulatory environment, highlighted by the Eighth Circuit Court of Appeals' ruling, immediately removed "too big for" and multicast restrictions, creating near-term opportunities for further accretive transactions in 2025.
  • Management attributed lower Tennis Channel revenue to softer advertising trends, while core advertising pressure was driven by persistent macroeconomic and tariff-related headwinds across key categories during the quarter.
  • Sahai confirmed the sharp reduction in full-year cash tax expense guidance by $74 million for 2025 resulted from the passage of the One Big Beautiful Bill Act in July and lower forecasted federal tax payments.

Industry glossary

  • JSA: Joint Sales Agreement, a structure allowing one broadcaster to manage advertising sales for another station, often used to drive operational synergies or for market expansion in the broadcasting sector.
  • MVPD: Multichannel Video Programming Distributor, referring to both traditional (cable, satellite) and virtual (streaming) pay-TV providers distributing broadcast programming bundles.
  • DMA: Designated Market Area, a geographic region defined by Nielsen where the population receives similar television and radio offerings.
  • Rule of 40: A software/technology sector benchmark indicating a company's combined revenue growth rate and profit margin equals at least 40%, signaling efficient growth.

Full Conference Call Transcript

Chris King: everyone, and thank you for joining Sinclair, Inc.'s second quarter 2025 earnings conference call. Joining me on the call today are Chris Ripley, our President and Chief Executive Officer, Narendra 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, 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.

Chris Ripley: Afternoon, everyone, and thank you for joining us. Beginning on slide three, I want to introduce Narendra Sahai, our new Chief Financial Officer. Narendra 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 Narendra to introduce himself and share his perspective on the Sinclair, Inc. opportunity. Thank you, Chris, and hello, everyone.

First, let me express my gratitude to you, the entire management team, and the board for entrusting me with this important responsibility.

Narendra Sahai: I want to particularly thank Lucy Rutishauser 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, Inc. at such a pivotal time in the company's evolution. Sinclair, Inc. has been a truly transformational company throughout its history. We pioneered local marketing agreements, executed the first retransmission agreement, and have consistently led next-gen 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 next-gen 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, Inc., the fundamentals are strong, and the opportunity set is significant. I look forward to building confidence in the Sinclair, Inc. 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.

Chris Ripley: Thank you, Narendra. We couldn't be more excited to have you here. And I know I speak for the entire Sinclair, Inc. 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 four, in what was a challenging quarter amid macroeconomic impacts on 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 five highlights our ventures portfolio as we continue our transformation away from our minority investment holdings. Ventures benefited from $6 million of cash distributions and invested $11 million in the quarter as required by our outstanding funding commitments. $39 million sequentially. On slide six, 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, Inc. now comprises only approximately 40% of Digital Remedy's total revenue, and that number is declining with new outside clients growing more rapidly.

We are very pleased to have Digital Remedy join the Sinclair, Inc. team, and we look forward to continued strong growth and value creation trends from this business. On slide seven, 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 Weisbord to continue the discussion about our local media segment.

Rob Weisbord: Thanks, Chris, and good afternoon, everyone.

Chris King: Beginning on slide eight, 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's 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 forecast 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 nine, 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. And among total viewers in top 10 DMAs, Charge, Comet, and Roar saw 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 Ripley to provide a brief regulatory update.

Chris Ripley: Thanks, Rob. Turning to slide 10. Sinclair, Inc. 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 probe that 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 opportunities 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 next-gen 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. Practices 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. 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. And 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, Inc. believes balanced affiliate relationships are essential to serving local communities effectively. This development reinforces the fundamental value of local broadcast 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 Narendra Sahai to walk through our financial results and guidance.

Narendra Sahai: 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 the 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 STG 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 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. 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 expense 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 the 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 15, we introduce 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 the strong February 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 the 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, so 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.

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

Chris Ripley: Thanks, Narendra. 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 in 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, Inc. Rob, Narendra, and I will now take your questions.

Operator: Certainly. Everyone at this time will be conducting a question and answer session. If you have any questions or comments, please press 1 on your phone at this time. We do ask that while posing your question, please pick up your handset if you're listening on speakerphone to provide optimum sound quality. Once again, if you have any questions or comments, please press 1 on your phone. Your first question is coming from Dan Kurnos from Benchmark. Your line is live.

Dan Kurnos: Yeah. Thanks. Good afternoon. Welcome, Narendra, to the party. Just, Chris, appreciate the, the regular commentary. I mean, obviously, we've got a lot of news. We'll see what happens in the September meeting. Guys have positioned yourselves. It seems more likely to be active on the buyer side, you know, and Arndra talked a little bit about balance sheet. Flexibility. I mean, how aggressive do you think that you can get, and do you think you're gonna get any remedies on you know, the network side which you called out? And then separately, just additional color on what happens with the virtual distributors. Does that mean that your sub decline came in a little bit worse than you anticipated? Because, obviously, the I know you're on a ninety day lag with traditionals, but it sounded like some trends were getting better there.

Chris Ripley: Yeah. Thanks, Dan. So I'll I'll answer the second question first. Look. I think we're we're confident that the market trends are working in our favor in terms of reverse compensation. And you can see, you know, it over the years that you know, we've been able to manage down. Increases at a at a steady rate, and we're starting to see you know, decreases in certain, of our reverse compensation to networks. And so you know, you couple that with the recent launches two networks recently launching d two c services. That would be, you know, ESPN and, Fox One. And, you know, I think that just bolsters our position, our negotiating position.

Because, you know, I think it's there's an increasing awareness within the industry and, quite frankly, the FCC that now that exclusivity is essentially gone from the network affiliate relationship, but the networks are really grossly overpaid. And, you know, that's why we continue to believe that we will, But on your on your other question around subscriber trends, Yeah. The a big virtual MVPD in second quarter, actually lost subs quarter over quarter. In a in a in a fairly significant way. Now we do think there'll be a big bump coming back up for football.

As we see this trend with the virtual space, given that it's a month to month program where people are coming in and out of the virtual space for the football season in a more exaggerated way. Now that they're the space is getting bigger is a bigger part of the overall ecosystem.

Operator: Thank you. Your next question is coming from Steven Cahall from Wells Fargo. Your line is live.

Steven Cahall: Yeah. Thank you. And Thank welcome to broadcast. It's Nirgadahl A few questions for me. So maybe for Chris, you know, you all have a deals here, and you said there's a lot of opportunity. Can you just help us with what the accretion is from the things that you've announced so far? I think there's a lot of option duopolies in there.

Chris Ripley: Know, I think we've thought about these as maybe being sort of double digit million dollars accretive to EBITDA. So just wanted to know if there was any outlook on the contribution there. And then to follow-up on the retrans question, I think you have guidance for mid single digit net growth which ends in 2025. I think that's a two year CAGR. You know, based on what you're seeing in sub declines, and first comp, is there any risk to that guidance And then maybe lastly, a little surprise Core ad's not better in Q3. With the easier Obviously. Com. Wondering if you have kinda green shoots yet in core or if it's still pretty choppy out there. Thank you.

Chris Ripley: Alright. Well, I'll let Rob address the last question around core, but I will hit your first two. Before that. And, you know, on the and a front, think it's easiest to like, just to give you scope here. And I do think, as I mentioned in my comments, very important and you know, very positive news that the eighth circuit, overturned the two big four rule. I think that really accelerates the expected path of deregulation because the expected outcome was a remand to the FCC, and then we could have been you know, waiting for another year for that process to play out. But now we're, you know, within ninety days of operating in a world where there is no more too big for prohibition. And what I think gets less notoriety is that the multicast restrictions that were placed on the industry last year were overturned immediately. And so both are very, very significant, and they're very near term relief items.

And so you've seen us already, be active. We've closed one station swap. Four station sales, two new station service agreements. But there's the pipeline's pretty robust, and it's going to accelerate here, especially with these recent rulings. So we have 18 more JSA buy ins planned in the pipe, and we're you know, busy working on other transactions, like I mentioned, station swaps, etcetera. So probably the easiest way to think about all of the JSA activity, which you're gonna see more coming in the in the near future. Is that they will contribute tens of millions of dollars of additional EBITDA and it will be a very small purchase price. So in terms of purchase multiple, it'd be far less than one times purchase multiple in terms of impact. And it will be tens of millions of ben dollars of benefit. In terms of, the 23 to 25 CAGR, we are guiding now to low single digits on the 23 to 25 retrans CAGR. And I'll turn it over to Rob to talk more about your core ad question.

Rob Weisbord: Hey, Steve. With 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 two automotive, activating as well. So, on a pull forward, we saw the tier ones, remain strong, but we rely on tier two and tier three. And we're starting to see that money flowing.

So we're we 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 at it. 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 in inventory coming back to local broadcast.

Chris Ripley: And I just wanna emphasize the point there because I think it's there's a little bit of misunderstanding within the marketplace about auto. We definitely saw tariff induced weakness within auto, but national players didn't necessarily see that. And that's what Rob is referring to. So there was this pull forward in demand created by the fear of tariffs increasing prices. That didn't really affect OEM advertising but it did affect tier two and tier three, so down to the dealers. The uncertainty caused them to reduce and they had demand just walking in the door. So the need to advertise was not that acute.

We see that unwinding here as it becomes more certain what the future is, And, you know, we don't actually have this pull forward of demand, you know, hitting the dealers' floors anymore. So we're seeing signs of that trend unwinding.

Steven Cahall: Thank you all for the color.

Operator: Thank you. Your next question is coming from Benjamin Soff from Deutsche Bank. Your line is live.

Benjamin Soff: Good afternoon. Thanks for the question. Hi. I wanted to ask first on guidance. It sounds like the 3Q guide has some moving pieces from asset sales. I'm wondering you could help us parse out what that is. And then 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. Thank you.

Chris Ripley: Yeah. So, look, on the guide, I think the most important thing that was pointed out in the script, was the sale of four stations. So there was a decent amount of expense that rolled through. It closed in July. Also, know, on the, it closed in March, but, the so it did affect Q2, but it will affect Q3. There is Digital Remedy as well. Now in the numbers, adding expense and revenue. If you wanna get more specific, we can follow-up to walk you through some of those numbers. Then can you repeat your it's your second question. I think it was on ventures. Is that right?

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

Chris Ripley: Yeah. So our core assets within ventures are Tennis Channel and Digital Remedy. Both we are very bullish on their future growth opportunities, Tennis Channel in particular with new leadership under Jeff Blackburn from, from Amazon. And Digital Remedy now combined with the legacy Compulse business is gonna really hit its stride in a market an end market that's growing, very fast. And with a with a product offering that's best in class. And then we're looking to add additional, portfolio companies, as I mentioned, that we know, and we're we're definitely factoring in, you know, favoring quality over speed here. In adding additional portfolio companies. But the rest of the assets, which on this call we highlighted have a book value of $726 million. We're look ultimately looking to monetize all of those.

Obviously, a big chunk of this of the 726 is already cash, $393 million. But that leaves, you know, over or, you know, about $340 million or $30 or $40 million of book value that needs to be monetized. And there will be some additional monetizations in that portfolio later in that back half of this year. So there's there's already some monetizations there in the works. But none I would say none of those are long term holds except for the Valley stake. Within that group, the Valley stake is mark to market based on its current, over the counter pink sheets trading price. We do not think that thinly traded price is reflective of its true value. And in fact, Bally's just recently did a very strategic transaction with Intralot in Europe, early about know, three, four weeks ago. That we think was highly accretive to the overall Valley story. And we're looking forward to many more catalysts here for Valley.

So we think the growth opportunities within that position are significant. And so, that's the only one that really for now, we're not thinking, there's gonna be a near term monetization event. Or opportunity.

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

Benjamin Soff: Okay. Yeah. That's really helpful. Thank you both.

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.

Chris Ripley: 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.

Narendra Sahai: Thank you. You're welcome.

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