Q2 2026 The E.W. Scripps Co Earnings Call

August 7, 2026

Operator: Good day. Thank you for standing by. Welcome to the Q2 2026 The E.W. Scripps Company Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star one one on your telephone. You will hear an automated message advising your hand is raised. To withdraw your question, please press star one one again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, Carolyn Micheli, Head of Investor Relations. Please go ahead.

Speaker #2: Good day, and thank you for standing by. Welcome to the second quarter 2026 EW SCRIPS Company Earnings Conference call. At this time, all participants are in a listen-only mode.

Speaker #2: After the speaker's presentation, there will be question-and-answer session. To ask a question during the session, you will need to press star 11 on your telephone.

Speaker #2: You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 11 again. Please be advised that today's conference is being recorded.

Speaker #2: I would now like to hand the conference over to your first speaker today, Carolyn Micheli, Head of Investor Relations; please go ahead.

Speaker #3: Thanks, Dee Dee. Good morning, everyone, and thank you for joining us for a discussion of the EW SCRIPS Company's financial results and business strategies.

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

Speaker #3: You can visit scripps.com for more information and a link to the replay of this call. A reminder that our conference call and webcast include forward-looking statements based on management's current outlook, and actual results may differ materially.

Speaker #3: Factors that may cause them to differ are outlined in our SEC filings. We do not intend to update any forward-looking statements we make today.

Speaker #3: Included on this call will be a discussion of certain non-GAAP financial measures that are provided as supplements to assist management and the public in their analysis and valuation of the company.

Speaker #3: These metrics are not formulated in accordance with GAAP and are not meant to replace GAAP financial measures, and may differ from other companies' uses or formulations.

Speaker #3: Reconciliations of these measures are included in our earnings release. We'll hear this morning from Scripps President and CEO, Adam Symson, and Chief Financial Officer, Jason Combs.

Carolyn Micheli: Reconciliations of these measures are included in our earnings release. We'll hear this morning from Scripps President and CEO, Adam Symson, and Chief Financial Officer, Jason Combs. Here's Adam.

Speaker #3: Here's Adam.

Speaker #4: Thanks, Carolyn. Good morning, everybody. Before Jason reviews our financial results, I'd like to make a few brief comments on yesterday's vote at the FCC to lift the broadcast ownership cap.

Adam Symson: Thanks, Carolyn. Good morning, everybody. Before Jason reviews our financial results, I'd like to make a few brief comments on yesterday's vote at the FCC to lift the broadcast ownership cap. We're very pleased that the commission has made the decision in the direction of further leveling the playing field in the media business by finally addressing some of the arcane rules that have significantly impaired the broadcast industry. These regulations once served an important purpose. They were put in place well before the digital revolution, well before consumers had the kind of choices they do today. Over the last 20 years, these regulations have put us at an unfair disadvantage to the nationally scaled big tech companies and streaming platforms that vie for audience and advertiser attention.

Speaker #4: We're very pleased that the Commission has made the decision in the direction of further leveling the playing field in the media business. By finally addressing some of the arcane rules that have significantly impaired the broadcast industry, these regulations, once served an important purpose.

Speaker #4: But they were put in place well before the digital revolution, well before consumers had the kind of choices they do today. Over the last 20 years, these regulations have put us at an unfair disadvantage to the nationally scaled big tech companies and streaming platforms that vie for audience and advertiser attention.

Speaker #4: I'm pleased that yesterday's actions should support our ability to pursue business models that will allow SCRIPS and broadcasters like us to maintain our commitment to the communities we serve.

Adam Symson: I'm pleased that yesterday's actions should support our ability to pursue business models that will allow Scripps and broadcasters like us to maintain our commitment to the communities we serve, both as a result of M&A and through Scripps' transformation, which I'll discuss further in a few moments. First, here's Jason.

Speaker #4: Both as a result of M&A and through Scripps's transformation, which I'll discuss further in a few moments. First, here's Jason.

Speaker #5: Good morning, everyone, and thank you for joining us. This morning, we're looking forward to discussing highlights from the second quarter that demonstrate our commitment to transforming Scripps operations.

Jason Combs: Good morning, everyone, and thank you for joining us. This morning, we're looking forward to discussing highlights from the Q2 that demonstrate our commitment to transforming Scripps operations and creating new value in our current businesses through sports, through TV station M&A, and through our network and distributor relationships. I will discuss the financial details of these business highlights, then Adam will provide more color on our strategic progress. This morning, we also plan to share some new Q3 and full year guidance that will help you quantify where we will soon realize these benefits. We continue to move forward on our company transformation plan, which includes both expense reduction and revenue growth components.

Speaker #5: And creating new value in our current businesses through sports, through TV station M&A, and through our network and distributor relationships. I will discuss the financial details of these business highlights and then Adam will provide more color on our strategic progress.

Speaker #5: This morning, we also plan to share some new third-quarter and full-year guidance that will help you quantify where we will soon realize these benefits.

Speaker #5: We continue to move forward on our company transformation plan, which includes both expense reduction and revenue growth components. As we have said previously, we're targeting $125 to $150 million in incremental enterprise EBITDA by 2028.

Jason Combs: As we have said previously, we're targeting $125 to $150 million in incremental enterprise EBITDA by 2028. We now expect to have executed on $100 million in annual run rate savings by the end of this year. That's up 33% from the guidance we gave you on our Q1 earnings call. During the Q2, we made further gains in our Scripps Sports strategy, signing our first NBA agreement with the Detroit Pistons in our local media division and another marquee national women's sports agreement with the FIVB Volleyball Women's World Cup in 2027 on ION. These agreements join a robust portfolio of local and national sports that are adding material value to our core advertising revenue, our Scripps Networks revenue, and our traction in the national advertising upfront this summer.

Speaker #5: And we now expect to have executed on 100 million dollars in annual run-rate savings by the end of this year. That's up 33% from the guidance we gave you on our first quarter earnings call.

Speaker #5: During the second quarter, we made further gains in our SCRIPS sports strategy, signing our first NBA agreement with the Detroit Pistons in our local media division.

Speaker #5: And another marquee national women's sports agreement with the Women's Volleyball World Cup tournament in 2027 on Ion. These agreements join a robust portfolio of local and national sports that are adding material value to our core advertising revenue, our SCRIPS networks revenue, and our traction in the national advertising upfront this summer.

Speaker #5: On the M&A front, we have executed a number of accretive local station transactions, including acquiring a second Big Four station, to create a duopoly in Lexington, Kentucky.

Jason Combs: On the M&A front, we have executed a number of accretive local station transactions, including acquiring a second Big Four station to create a duopoly in Lexington, Kentucky. We completed a station swap with Gray Media across five midsize and small markets that expand our presence in the Mountain West. Just a reminder that we completed the sales of stations in Fort Myers, Florida, and Indianapolis in the spring, putting that cash towards debt paydown. One more highlight I want to mention from the Q2. We completed the last of three major distribution agreements, covering the majority of our paid TV subscriber households renewing this year. As you know, both Comcast and DirecTV temporarily dropped Scripps stations, which affected our distribution and core advertising revenue for the Q2.

Speaker #5: We completed a station swap with Gray Media across five midsize and small markets that expand our presence in the Mount West, and just a reminder that we completed the sales of stations in Fort Myers, Florida, and Indianapolis in the spring, putting that cash towards debt paydown.

Speaker #5: One more highlight I want to mention for this from the second quarter: we completed the last of three major distribution agreements, covering the majority of our paid TV subscriber households renewing this year.

Speaker #5: As you know, both Comcast and DirecTV temporarily dropped Scripps stations, which affected our distribution and core advertising revenue for the second quarter. But we held firm with them in order to attain our fair share of the value our programming provides to them.

Jason Combs: We held firm with them in order to attain our fair share of the value our programming provides to them. We are pleased with the outcome of those negotiations. With those highlights in mind, let's now turn to a review of our financial results for Q2 2026 and guidance for the H2 of this year. I will present our Q2 Local Media division results on a same station for adjusted combined basis, removing the Q2 2025 results of the two TV stations that we've now sold and reflecting our addition of the Lexington ABC affiliate. During the Q2, our Local Media division revenue was $317 million, down 1% from the Q2 2025. Core advertising decreased 4.8%, tied to factors including broader economic uncertainty, political crowd-out, and the impact of our carriage disputes.

Speaker #5: We are pleased with the outcome of those negotiations. With those highlights in mind, let's now turn to a review of our financial results for the second quarter of 2026 and guidance for the back half of this year.

Speaker #5: I will present our second quarter local media division results on the same station for adjusted combined basis, removing the Q2 2025 results of the two TV stations that we've now sold, and reflecting our addition of the Lexington ABC affiliate.

Speaker #5: During the second quarter, our Local Media division revenue was $317 million, down 1% from the second quarter of 2025. Core advertising decreased 4.8%, tied to factors including broader economic uncertainty, political crowd out, and the impact of our carriage disputes.

Speaker #5: Local media political advertising revenue was 28 million dollars, a record for second quarter for us in what's expected to be a record spending cycle for the midterm election.

Jason Combs: Local Media political advertising revenue was $28 million, a record Q2 for us in what's expected to be a record spending cycle for the midterm election. Local Media distribution revenue declined 13% to $161 million. The service blackout periods during the contract negotiations with Comcast and DirecTV accounted for the decline. Expenses for the division were down 3% year over year, driven by lower network affiliation fees and lower employee costs. Local Media segment profit was $56 million, compared to $51 million in the year ago quarter. For the Q3, on an adjusted combined or same station basis, we expect Local Media division revenue to be up about 20%. We expect core advertising to be down low double digits, in line with the core revenue decline in the Q3 of the 2022 midterms.

Speaker #5: Local media distribution revenue declined 13% to 161 million dollars, the service blackout periods during the contract negotiations with Comcast and DirecTV accounted for the decline.

Speaker #5: Expenses for the division were down 3% year over year, driven by lower network affiliation fees and lower employee costs. Local Media segment profit was $56 million, compared to $51 million in the year-ago quarter.

Speaker #5: For the third quarter, on an adjusted combined, or same-station basis, we expect Local Media division revenue to be up about 20%. We expect core advertising to be down low double digits, in line with the core revenue decline in the third quarter of the 2022 midterms.

Speaker #5: We expect our political advertising revenue for the full year to reach a range of 225 to 250 million dollars. We're carefully watching spending for a number of federal races that will determine where we land, and Adam will give more color on that in a moment.

Jason Combs: We expect our political advertising revenue for the full year to reach a range of $225 to 250 million. We're carefully watching spending for a number of federal races that will determine where we land, and Adam will give more color on that in a moment. For comparison, in the 2022 midterm, we took in $198 million. As I mentioned, Local Media distribution revenue has been impacted by our impasse with Comcast, which ran from 31 March to 5 May, and with DirecTV, which lasted from 31 May to 10 July. Based on those events, we now expect full year gross distribution revenue to be down in the low single-digit percent range, but net distribution revenue to be up in the mid-to-high single digits. We expect Q3 Local Media expenses to be down low single digits in comparison to Q3 of 2025.

Speaker #5: For comparison, in the 2022 midterm, we took in 198 million dollars. As I mentioned, local media distribution revenue has been impacted by our impacts with Comcast, which ran from March 31st to May 5th, and with DirecTV, which lasted from May 31st to July 10th.

Speaker #5: Based on those events, we now expect full-year gross distribution revenue to be down in the low single-digit percent range, but net distribution revenues to be up in the mid- to high-single digits.

Speaker #5: We expect third-quarter local media expenses to be down low single digits in comparison to Q3 of 2025. Now, let's review the Scripps Networks division second-quarter results and third-quarter guidance.

Jason Combs: Let's review the Scripps Networks division Q2 results and Q3 guidance. Once again, I'll be presenting the results on an adjusted combined basis, in this case, adjusting for the impact of the Court TV sale. In the Q2, Scripps Networks revenue was $172 million, down 13% from Q2 of 2025. The decline was driven by linear TV viewing trends and changes in Nielsen's measurement methodology. Nielsen has told us they are developing some forthcoming adjustments to their methodology that will better reflect our true audience size. As you know, this is a bit of a black box for those of us in the industry. Nevertheless, we are aggressively pursuing strategies to improve the network's revenue and overall operating results. Our networks results also were impacted by a softer direct response advertising market, which is susceptible to consumer spending trends.

Speaker #5: Once again, I'll be presenting the results on an adjusted combined basis, in this case adjusting for the impact of the core TV sale. In the second quarter, Scripps Networks revenue was $172 million, down 13% from Q2 of 2025.

Speaker #5: The decline was driven by linear TV viewing trends and changes in Nielsen's measurement methodology. Nielsen has told us they are developing forthcoming adjustments to their methodology that will better reflect our true audience size.

Speaker #5: As you know, this is a bit of a black box for those of us in the industry. Nevertheless, we are aggressively pursuing strategies to improve the network’s revenue and overall operating results.

Speaker #5: Our networks results also were impacted by a softer direct response to advertising market, which is susceptible to consumer spending trends. Connected TV revenue continues to be a strong growth driver for us, up 28% over the same quarter last year.

Jason Combs: Connected TV revenue continues to be a strong growth driver for us, up 28% over the same quarter last year. The division's Q2 expenses were $146 million, up 3.7%. Scripps Networks' Q2 segment profit was $26 million compared to $67 million in the year ago quarter. For Q3, we expect Scripps Networks division revenue to be down in the mid-teens percent range as we work through the impact of the Nielsen measurement changes and continuing soft direct response advertising market conditions driven by the macroeconomic environment. We expect Scripps Networks expenses to be up in the low single digits. For the segment labeled Other, in Q2, we reported a loss of $4.5 million. Shared services and corporate expenses were $27.5 million due to higher medical claims and increased insurance premiums. For Q3, we expect that line to be about $25 million.

Speaker #5: The division's second quarter expenses were $146 million, up 3.7%. Scripps Networks' Q2 segment profit was $26 million, compared to $57 million in the year-ago quarter.

Speaker #5: For the third quarter, we expect SCRIPS networks division revenue to be down in the mid-teens percent range as we work through the impact of the Nielsen measurement changes and continuing softer direct response to advertising market conditions driven by the macroeconomic environment.

Speaker #5: We expect SCRIPS networks expenses to be up in the low single digits. For the segment labeled Other, in the second quarter, we reported a loss of 4.5 million dollars.

Speaker #5: Shared services and corporate expenses were $27.5 million due to higher medical claims and increased insurance premiums. For the third quarter, we expect that line to be about $25 million.

Speaker #5: Two updates to our full-year guidance: we now expect to receive a net tax refund of approximately 5 million dollars, and we've brought down our forecast for CapEx to a range of 50 to 60 million dollars.

Jason Combs: Two updates to our full year guidance. We now expect to receive a net tax refund of approximately $5 million, and we've brought down our forecast for CapEx to a range of $50 to $60 million. As I mentioned at the beginning of my remarks, we now expect our company transformation plan activities to produce an annualized run rate of $100 million by year end. You can see the benefits of this work begin to roll through into our Q3 guidance, and that benefit will grow as we move into Q4. Let me size that up for you with a comparison for each division of Q3 and Q4 expense guidance.

Speaker #5: As I mentioned at the beginning of my remarks, we now expect our company transformation plan activities to produce an annualized run rate of 100 million dollars by year end.

Speaker #5: You can see the benefits of this work begin to roll through in our third quarter guidance, and that benefit will grow as we move into the fourth quarter.

Speaker #5: Let me size that up for you with a comparison for each division of third quarter and fourth quarter expense guidance. In the Local Media division, backing out the impact of new sports-related costs, we expect expenses to move from a low single-digit decline in Q3 to a mid to high single-digit decline in Q4.

Jason Combs: In the local media division, backing out the impact of new sports related costs, we expect expenses to move from a low single digit decline in Q3 to mid to high single digit decline in Q4. In the Networks division, we expect expenses to move from up low single digits in Q3 to down low to mid single digits in Q4. For Q2, the company is reporting a loss of $12.68 per share. Due to the current outlook for national linear advertising revenue driven by economic and secular pressures, we reported a $1.1 billion non-cash goodwill and other intangibles asset impairment charge to the Scripps Networks business. The quarter also included $36 million in restructuring costs coming out of our company transformation plan and a $9 million gain from our swaps with Gray Media. These three items together increased the loss attributable to shareholders by $11.83 per share.

Speaker #5: In the networks division, we expect expenses to move from up low single digits in Q3 to down low to mid single digits in Q4.

Speaker #5: For the second quarter, the company is reporting a loss of 12 dollars and 68 cents per share. Due to the current outlook by economic and secular pressures, we reported a 1.1 billion dollar non-cash goodwill and other intangibles asset impairment charge for the SCRIPS networks business.

Speaker #5: The quarter also included $36 million in restructuring costs coming out of our company transformation plan, and a $9 million gain from our swaps with Gray Media.

Speaker #5: These three items together increase the loss attributable to shareholders by 11 dollars and 83 cents per share. In addition, the preferred stock dividend has a negative impact on earnings per share even when we don't pay it.

Jason Combs: In addition, the preferred stock dividend has a negative impact on earnings per share even when we don't pay it. This quarter, it reduced EPS by $0.18. We ended the quarter with $13 million in cash and nothing drawn on our revolving credit facility. Net debt was $2.2 billion as defined in our credit agreement. Following the successful refinancing of our 2026, 2027, and 2028 debt last year, we achieved another major milestone in Q2 by extending our corporate revolving line of credit through July 2029. We secured commitments for a total credit capacity of $200 million. With this extension finalized, the company has no near term debt deadlines.

Speaker #5: This quarter, it reduced EPS by $0.18. We ended the quarter with $13 million in cash and nothing drawn on our revolving credit facility.

Speaker #5: Net debt was $2.2 million, as defined in our credit agreement. Following the successful refinancing of our 2026, 2027, and 2028 debt last year, we achieved another major milestone in the second quarter by extending our corporate revolving line of credit through July of 2029.

Speaker #5: We secured commitments for a total credit capacity of $200 million. With this extension finalized, the company has no near-term debt deadlines. Net leverage at the end of the quarter was 4.9 times, as compared to 4.4 times at the end of Q1, when calculated on the same basis according to the terms of our credit agreement, which includes certain pro forma adjustments related to our transformation efforts.

Jason Combs: Net leverage at the end of the quarter was 4.9 times as compared to 4.4 times at the end of Q1 when calculated on the same basis according to the terms of our credit agreement, which includes certain pro forma adjustments related to our transformation efforts. Now, here's Adam.

Speaker #5: And now, here's Adam.

Speaker #3: Thank you, Jason. Good morning, everybody. We're reporting a second quarter during which we significantly advanced Scripps' strategic priorities on every front: live sports, distribution value, top line and net, political advertising, M&A, and operational efficiency through transformation.

Adam Symson: Thank you, Jason. Good morning, everybody. We're recording a Q2 during which we significantly advanced Scripps's strategic priorities on every front, live sports, distribution value, top line and net, political advertising, M&A, and operational efficiency through transformation. Our financial performance for the quarter didn't meet my expectations. We face challenges on a number of fronts, including sudden changes to Nielsen's measurement methodology that impacted our networks, continued declines in linear viewing, uncertainty in the economy and the advertising market, and blackouts with legacy pay TV sub providers. The Q2's results don't reflect the hard work performed by hundreds of our colleagues across the company. They have been creating more efficient ways of working to drive profitable top-line growth that you'll begin to see as permanent benefits to our results starting in Q3 and into next year.

Speaker #3: Our financial performance for the quarter didn't meet my expectations. We faced challenges on a number of fronts, including sudden changes to Nielsen's measurement methodology that impacted our networks, continued declines in linear viewing, uncertainty in the economy and the advertising market, and blackouts with legacy pay TV subproviders.

Speaker #3: The second quarter's results don't reflect the hard work performed by hundreds of our colleagues across the company. They have been creating more efficient ways of working to drive profitable top-line growth that you'll begin to see as permanent benefits to our results starting in the third quarter and into next year.

Speaker #3: I'm pleased to share that, through this work on our company transformation plan, we've lifted our guidance for the year-end run rate savings dollars. In a moment, I'll discuss more details about our transformation plan, including how we're leveraging AI, automation, and technology to remake the business and better serve our consumers.

Adam Symson: I'm pleased to share that through this work on our company transformation plan, we've lifted our guidance for the year-end run rate savings twice, now to $100 million. In a moment, I'll discuss more details about our transformation plan, including how we're leveraging AI, automation, and technology to remake the business and better serve our consumers. First, let me discuss some operational and financial highlights that are setting up the company for growth. Nearly four years ago, we created Scripps Sports to seize the opportunity caused by the implosion of the RSN model and capitalize on the power of our broadcast reach. During the Q2, we expanded upon our leadership, signing two new teams to multi-year full-season partnerships. Our fifth NHL team, the Nashville Predators, and our first NBA team, the Detroit Pistons.

Speaker #3: But first, let me discuss some operational and financial highlights that are setting up the company for growth. Nearly four years ago, we created Scripps Sports to seize the opportunity caused by the implosion of the RSN model and capitalize on the power of our broadcast reach.

Speaker #3: During the second quarter, we expanded upon our leadership, signing two new teams to multi-year, full-season partnerships: our fifth NHL team, the Nashville Predators, and our first NBA team, the Detroit Pistons.

Speaker #3: As you saw in our financial results last season, these partnerships add material gains to our core advertising revenue and drive meaningful organic growth in core revenue year after year.

Adam Symson: As you saw in our financial results last season, these partnerships add material gains to our core advertising revenue and meaningful organic growth in core revenue year after year. You'll see that reflected again this year, starting in the Q4 on top of the benefit of political. When we flip an ION station to an independent carrying local sports, we create a platform for new core revenue and new distribution revenue, creating a local duopoly without having to deploy capital to buy a station. It's a clear example of how we're optimizing our spectrum for its best and most profitable use. We have now converted five ION stations to build local duopolies and will continue to look for opportunities to maximize the productivity of our assets. On the national side, we've seized upon the importance of live sports and linear broadcast.

Speaker #3: You'll see that reflected again this year, starting in the fourth quarter, on top of the benefit of political. When we flip an independent station, carrying local sports, we create a platform for new core revenue and new distribution revenue.

Speaker #3: Creating a local duopoly without having to deploy capital to buy a station—it's a clear example of how we're optimizing our spectrum for its best and most profitable use.

Speaker #3: We have now converted five eye-on stations to build local duopolies and will continue to look for opportunities to maximize the productivity of our assets.

Speaker #3: On the national side, we've seized upon the importance of live sports and linear broadcast. Scripps Sports has established ION as the home of women's sports.

Adam Symson: Scripps Sports has established Ion as the home of women's sports. That leadership is why the Women's Volleyball World Cup announced in July that it would make Ion its US home for next year's tournament leading up to LA 2028. The Women's Volleyball World Cup joins the WNBA, the National Women's Soccer League, professional women's hockey, women's college basketball, track, pro cheer, and rodeo on Ion. In this tough television marketplace, live sports is one of the most valuable ways to drive advertiser demand and premium rates. During our national advertising upfront negotiations this summer, sports has helped differentiate Scripps' program offerings and created opportunities to capture advertiser investment across our network's broadcast, connected TV, and broader portfolio. I expect we'll continue to see more growth in our sports revenue performance as we turn even more focus to this growing part of our business.

Speaker #3: That leadership is why the Women's Volleyball World Cup announced in July that it would make Ion its U.S. home for next year's tournament leading up to LA '28.

Speaker #3: The women's volleyball World Cup joins the WNBA, the National Women's Soccer League, Professional Women's Hockey and Women's College Basketball, Track, Pro Cheer, and Rodeo on eye-on.

Speaker #3: In this tough television marketplace, live sports is one of the most valuable ways to drive advertiser demand and premium rates. During our national advertising upfront negotiations this summer, sports has helped differentiate Scripps’s program offerings and created opportunities to capture advertiser investment across our networks, broadcast, connected TV, and broader portfolio.

Speaker #3: I expect we'll continue to see more growth in our sports revenue performance as we turn even more focus to this growing part of our business.

Speaker #3: With respect to distribution revenue, we're leveraging the power of our network affiliations, news, and premium live sports to maximize our opportunity with the MVPDs.

Adam Symson: With respect to distribution revenue, we're leveraging the power of our network affiliations, news, and premium live sports to maximize our opportunity with the MVPDs. The blackouts are now behind us, I'm very pleased with the results of our new distribution agreements. We successfully renewed 70% of our subs with agreements that will contribute to margin expansion and our ability to serve local audiences for years to come. You can see from our local media programming expense line, we also are bringing down network compensation costs across the board. We're realizing this savings on the expense side while driving new value on the revenue side, allowing us to capture and keep much more of what we deserve for our programming. Q2 also set a new record for our company in political revenue, foreshadowing what we expect in the H2.

Speaker #3: The blackouts are now behind us, and I'm very pleased with the results of our new distribution agreements. We successfully renewed 70% of our subs with agreements that will contribute to margin expansion.

Speaker #3: And our ability to serve local audiences for years to come. And you can see from our local media programming expense line, we also are bringing down network compensation costs across the board.

Speaker #3: We're realizing this savings on the expense side, while driving new value on the revenue side, allowing us to capture and keep much more of what we deserve for our programming.

Speaker #3: The second quarter also set a new record for our company in political revenue, foreshadowing what we expect in the back half of the year. No other medium delivers a political message as powerfully and reliably as broadcast television, and our multi-platform approach allows candidates and campaigns to reach voters anywhere they watch TV.

Adam Symson: No other medium delivers a political message as powerfully and reliably as broadcast television, our multi-platform approach allows candidates and campaigns to reach voters anywhere they watch TV. AdImpact recently raised its estimate for this year's spending to a record $11.6 billion, they are projecting local television to once again capture nearly half of that as it has in recent election cycles. As Jason mentioned, Scripps expects a record midterm cycle between $225 and $250 million. We are seeing strong election spending in our markets across Arizona, California, Colorado, Florida, Michigan, Montana, Nevada, Ohio, Virginia, and Wisconsin. The recent Supreme Court decision on coordinated candidate and party spending has raised some investor questions. We see this ruling creating significant upside for political volume, encouraging more investment into the political ad ecosystem. The ruling has clearly not dampened our political revenue outlook.

Speaker #3: Ad Impact recently raised its estimate for this year's spending to a record $11.6 billion, and they're projecting local television to once again capture nearly half of that, as it has in recent election cycles.

Speaker #3: As Jason mentioned, Scripps expects a record midterm cycle, between $225 and $250 million. We're seeing strong election spending in our markets across Arizona, California, Colorado, Florida, Michigan, Montana, Nevada, Ohio, Virginia, and Wisconsin.

Speaker #3: The recent Supreme Court decision on coordinated candidate and party spending has raised some investor questions. We see this ruling creating significant upside for political volume, encouraging more investment into the political ad ecosystem.

Speaker #3: The ruling has clearly not dampened our political revenue outlook. We're committed to capitalizing on changes in the federal regulatory environment to create value through our recent M&A activity.

Adam Symson: We're committed to capitalizing on changes in the federal regulatory environment to create value through our recent M&A activity. We have sold stations for cash, swapped others strategically, and acquired some to create high margin duopolies. Station M&A will continue to be a meaningful tool to optimize our portfolio, enabling our public service mission. While I'm bullish on the future of M&A for our industry and recognize the opportunity for financial engineering, it will not be the only arrow in our quiver. That's why Scripps, through our company transformation plan, is proactively making fundamental changes to the way we produce our most important and costliest product, local news. Our strategy will address a few simple truths. First, our audiences expect us to deliver the news when and where they want it.

Speaker #3: We have sold stations for cash, swapped others strategically, and acquired some to create high-margin duopolies. Station M&A will continue to be a meaningful tool to optimize our portfolio, enabling our public service mission.

Speaker #3: And while I'm bullish on the future of M&A for our industry, and recognize the opportunity for financial engineering, it will not be the only arrow in our quiver.

Speaker #3: That's why Scripps, through our company transformation plan, is proactively making fundamental changes to the way we produce our most important and costliest product: local news.

Speaker #3: Our strategy will address a few simple truths. First, our audiences expect us to deliver the news when and where they want it. And to meet that expectation, we're rolling out 24/7 local news streams to distribute stories as they happen to social, digital, and streaming platforms.

Adam Symson: To meet that expectation, we're rolling out 24/7 local news streams to distribute stories as they happen to social, digital, and streaming platforms. Second, consumers expect us to report on the full texture of life in their communities, down to the neighborhood. We're doubling down on our commitment to having more reporters covering geographic beats. Third, making these changes requires an entirely different approach to resource allocation. We're leaning into AI, automation, technology, and the centralization of some roles. This revolution, and that's really what it is, a revolution in the way local news is created and distributed, has been developed and built by members of Scripps's news and technology teams who have been working together for the last year because they believe our mission is too important, the role we play in our communities too critical for us not to evolve to meet the moment.

Speaker #3: Second, consumers expect us to report on the full texture of life in their communities, down to the neighborhood. So, we're doubling down on our commitment to having more reporters covering geographic beats.

Speaker #3: And third, making these changes requires an entirely different approach to resource allocation. So we're leaning into AI, automation, technology, and the centralization of some roles.

Speaker #3: This revolution—and that's really what it is, a revolution in the way local news is created and distributed—has been developed and built by members of Scripps's news and technology teams, who have been working together for the last year because they believe our mission is too important, the role we play in our communities too critical, for us not to evolve to meet the moment.

Speaker #3: This work makes Scripps's local media a technology-forward, AI-powered broadcast journalism company, dedicated to serving our communities with the same high-quality, fact-based reporting that they have relied on us for nearly 150 years.

Adam Symson: This work makes Scripps's local media a technology-forward, AI-powered broadcast journalism company dedicated to serving our communities with the same high-quality, fact-based reporting for which they've relied on us for nearly 150 years. Let me be clear, we are making use of technology to improve our operating model and better serve our audiences. We are not wavering from our commitment to quality journalism. We are adopting more efficient ways of working across the entire enterprise, our transformation work has resulted in a reduction in our workforce. This week, we notified 268 employees that their jobs would be eliminated. Since the beginning of the year, we have eliminated 432 employee positions and 126 open positions, 12% of our total. The coming quarters will see additional savings.

Speaker #3: Let me be clear: we are making use of technology to improve our operating model and better serve our audiences. We are not wavering from our commitment to quality journalism.

Speaker #3: Because we are adopting more efficient ways of working across the entire enterprise, our transformation work has resulted in a reduction in our workforce. This week, we notified 268 employees that their jobs would be eliminated.

Speaker #3: Since the beginning of the year, we have eliminated 432 employee positions and 126 open positions—12% of our total. The coming quarters will see additional savings.

Speaker #3: Parting ways with colleagues is a painful process, full of difficult decisions. But we make them knowing they are financially necessary to fulfill our commitments to our communities, our nation, and our shareholders.

Adam Symson: Parting ways with colleagues is a painful process full of difficult decisions, we make them knowing they are financially necessary to fulfill our commitments to our communities, our nation, and our shareholders. Just as we have been making significant changes in our local media business, we are applying our transformation lens to the Scripps Networks business. We realize the headwinds there require us to rethink our strategies, that's one of the reasons why I've asked Dean Littleton to oversee the Networks business as well as local media in his new role as President of Media. We believe the Networks business can benefit from his holistic view of our opportunity, his industry expertise, and his growth mindset. I'm energized knowing that hundreds of Scripps colleagues are invested in our transformation plan.

Speaker #3: Just as we have been making significant changes in our local media business, we are also applying our transformation lens to the Scripps Networks business.

Speaker #3: We realize the headwinds there require us to rethink our strategies, and that's one of the reasons why I've asked Dean Littleton to oversee the networks business as well as local media in his new role as President of Media.

Speaker #3: We believe the networks business can benefit from his holistic view of our opportunity, his industry expertise, and his growth mindset. I'm energized knowing that hundreds of Scripps colleagues are invested in our transformation plan—so invested in the company's future that they've been willing to set aside conventions about how things have always been done, in order to invent what's next.

Adam Symson: Invested in the company's future that they've been willing to set aside conventions about how things have always been done in order to invent what's next. At a time when many in our industry will respond to economic pressure with cuts alone, Scripps is differentiating itself with a goal to build a better product under a more sustainable model for serving our audiences and advertisers. Our work is what separates cost reduction from transformation. One protects an ineffective status quo, the other builds something new and powerful with tremendous value to the enterprise. This is the work positioning Scripps for durable growth and creating meaningful shareholder value. I'm going to close where I started and quote Chairman Carr's remarks yesterday, between the regulatory changes and our own transformation, this is exactly how I feel.

Speaker #3: At a time when many in our industry would respond to economic pressure with cuts alone, Scripps is differentiating itself with a goal to build a better product under a more sustainable model for serving our audiences and advertisers.

Speaker #3: Our work is what separates cost reduction from transformation. One protects an ineffective status quo; the other builds something new and powerful, with tremendous value to the enterprise.

Speaker #3: This is the work positioning Scripps for durable growth and creating meaningful shareholder value. I'm going to close where I started, and quote Chairman Carr's remarks yesterday, because between the regulatory changes and our own transformation, this is exactly how I feel.

Speaker #3: He said, quote, "We should learn from our mistakes with the local newspaper industry, and we should not let the same thing happen to the local broadcast TV industry."

Adam Symson: He said, We should learn from our mistakes with the local newspaper industry. We should not let the same thing happen to the local broadcast TV industry. Trusted sources of local reporting broadcast over the public airwaves are worth protecting and worth fighting for. Operator, we're now ready for questions.

Speaker #3: Trusted sources of local reporting broadcast over the public airwaves are worth protecting and worth fighting for. Operator, we're now ready for questions.

Speaker #1: Thank you. As a reminder, to ask a question, please press star, then one on your telephone, and wait for your name to be announced.

Operator: Thank you. As a reminder to ask a question, please press *11 on your telephone and wait for your name to be announced. To withdraw your question, please press *11 again. Please stand by while we compile the Q&A roster. Our first question comes from Dan Kurnos of StoneX. Your line is open.

Speaker #1: To withdraw your question, please press star one again. Please stand by while we compile the Q&A roster. And our first question comes from Dan Kernos of Stonex. Your line is open.

Dan Kurnos: Great. Thanks. Good morning. Appreciate all the additional color, guys, and sort of the progress on the transformation plan. I have two housekeeping-ish questions and then two kind of larger questions. The first housekeeping question is, Jason, I just want to double click on, did you say core was pacing down low doubles in Q3?

Speaker #2: Great, thanks. Good morning. I appreciate all the additional color, guys, and the progress on the transformation plan. I have two housekeeping-ish questions, and then two larger questions.

Speaker #2: The first housekeeping question is, Jason, I just want to double-click on—did you say Core was pacing down double digits in Q3?

Speaker #3: Yeah. Load doubles in Q3, driven by the political crowd, I would expect. It's right in line with what we saw in Core in Q3 of 2022.

Adam Symson: Yeah. Low doubles in Q3, driven by the political crowd as you would expect. It's right in line with what we saw in core in Q3 of 2022. I would also point, Dan-

Speaker #3: But I would also point, Dan—

Dan Kurnos: Yeah. I mean, it's not surprising, I guess. Well, go ahead, Adam, if you're going to say something.

Speaker #2: Yeah, I mean, it's not surprising, I guess. But, well, go ahead, Adam, if you were going to say something.

Adam Symson: No, I would also point even ahead, though, to that, because the onset of the NBA and NHL seasons will just start in Q3 and then really come into their own in Q4 when we will expect to see significant outperformance above political.

Speaker #3: No, I would also point, even ahead though, to that, because the onset of the NBA and NHL seasons will just start in the third quarter.

Speaker #3: And then really coming into their own in fourth quarter, when we will expect to see significant outperformance above political.

Speaker #2: Yeah, no, that makes sense. I mean, we have Q4 a little bit better, I think, than Q3 on that. And that's something I do want to get into in a second.

Dan Kurnos: Yeah. No, that makes sense. We have Q4 a little bit better, I think, than Q3 on that. That's something I do want to get into in a second, but I just want to make sure I get this right, Jason, because I'm just trying to sort of back into the up 20 and your retrans guide seems pretty clear now given the noises behind you. It kind of implies political in the mid-70s in Q3. Is that the right figure?

Speaker #2: But I just want to make sure I get this right, Jason, because I'm just trying to sort of back into the up 20. And your retrans guide seems pretty clear now, given the noises behind you.

Speaker #2: So, it kind of implies political in the mid-70s in Q3. Is that the right figure?

Jason Combs: Based on the full-year guide we gave and the core guide we gave in Q3, I can see where you'd end up in that range.

Speaker #3: Based on the full-year guide we gave and the core guide we gave in Q3, I can see where you'd end up in that range.

Speaker #2: Okay. And then just the other piece of that is, I appreciate the color in the release on the impact of, obviously, Comcast and DIRECTV.

Dan Kurnos: Okay. Just the other piece of that is, appreciate the color in the release on the impact of, obviously, Comcast and DirecTV. Is there a way directionally, I do not expect a specific number, but is there a way directionally to think about net retrans in 2027 now? Obviously we started at, I think, mid-teens net retrans growth this year, and obviously the blackouts clearly impacted that, but you will get the full benefit of that next year, and I do not think you have any major network renewals, and your programming costs are coming down anyway. Just any way to think about into next year, the trajectory for net?

Speaker #2: Is there a way—directionally, I don't expect a specific number—but is there a way, directionally, to think about net retrans in 2027 now?

Speaker #2: Because, obviously, we started it—I think—mid-teens net retrans growth this year. And, obviously, the blackouts clearly impacted that, but you'll get the full benefit of that next year.

Speaker #2: And I don't think you have any major network renewals. And your programming costs are coming down anyway. So, is there any way to think about, into next year, the trajectory for net?

Speaker #3: We certainly are going to get a year-over-year benefit from the impact of the blackout. We're not going to give any guidance now. We do have about 20% of our subs resetting next year.

Jason Combs: Certainly we are going to get a year-over-year benefit from the impact of the blackout. We are not going to give any guidance now. We do have about 20% of our subs resetting next year, and obviously we will have the full year impact of the step-ups we have this year. I do think both gross and net will be a good story for us next year, but I do not think we are going to get any more specific than that right now.

Speaker #3: And then, obviously, we have the full-year impact of the step-ups we have this year. So I do think both gross and net will be a good story for us next year.

Speaker #3: But I don't think we're going to get any more specific than that right now.

Speaker #2: And Dan, just to reiterate what you just to reiterate what you said, we have locked in all of our affiliation agreements. And so that we have that expense visibility here into the foreseeable future.

Adam Symson: Dan, just to reiterate what you said, we have locked in all of our affiliation agreements, so we have that expense visibility here into the foreseeable future.

Speaker #3: Okay, perfect. And then the two big things that I wanted to hit first—just on Nielsen, if you can just talk about any progress that you've made on the big panel stuff, which seems—I mean, you can see the numbers.

Dan Kurnos: Okay, perfect. The two big things that I wanted to hit. First, just on Nielsen. If you can just talk about any progress that you have made on the sort of the big panel stuff, which seems, you can see the numbers. They are ridiculous. I do not know why they would be burying their heads in the sands. Any progress on that front, and subsequently it sounds like there may be some benefit on the local side from Nielsen. How are you guys thinking about sort of the broader impact from any Nielsen changes in the coming quarters?

Speaker #3: They're ridiculous. I don't know why they'd be burying their heads in the sand. So, any progress on that front? And then, subsequently, it sounds like there may be some benefit on the local side from Nielsen.

Speaker #3: So, I mean, how are you guys thinking about sort of the broader impact from any Nielsen changes in the coming quarters?

Speaker #2: Yeah. So it's the same changes that you're talking about that are meant to rebalance things and more accurately measure our networks business. And that we are told will improve or benefit local broadcast.

Adam Symson: Yeah. It's the same changes that you're talking about that are meant to rebalance things and more accurately measure our networks business, and that we are told will improve or benefit local broadcast. The same round of changes, so to speak. Right now, just for investors' reference, I would say our performance softness, I'd attribute about 50% of that to the sudden change in Nielsen. We've been in conversations with the very highest levels at Nielsen on the process that they're working on to correct this for this fall. As you know, I'm leery to sort of take anything to the bank. None of the upside of a fix is baked into our guide. I'm just a little gun shy of assuming anything until things go into production.

Speaker #2: The same round of changes, so to speak. Right now, just for investors' reference, I would say our performance softness—I’d attribute about 50% of that to the sudden change in Nielsen.

Speaker #2: We've been in conversations with the very highest levels at Nielsen on the process that they're working on to correct this for this fall. But as you know, I'm leery to sort of take anything to the bank.

Speaker #2: None of the upside of a fix is baked into our guide. So, I'm just a little gun-shy about assuming anything until things go into production.

Speaker #2: Just as a reminder, we were on track in the first quarter, and really sort of seeing everything as it should have been, until Nielsen made that sudden—.

Adam Symson: Just as a reminder, we were on track in Q1, and really sort of seeing everything as it should have been until Nielsen made that sudden and sort of inexplicable update to its measurement methodology that punished the broadcast networks and benefited cable. By the way, it's also underrepresenting multicultural audiences, something else they say they're going to address. All of this has been negatively impacting both streaming and broadcast, which is not at all a reflection of what we know is actually happening in the video ecosystem as it relates to the consumer habits and cord cutting. I expect changes to begin sometime in September, but I'm unclear on what the benefit will be, and so we're just taking a more, I think, sober approach and would hope to recognize upside.

Speaker #2: And sort of inexplicable update to its measurement methodology, that punished the broadcast networks and benefited cable. By the way, it's also underrepresenting multicultural audiences, something else they say they're going to address.

Speaker #2: And all of this has been negatively impacting both streaming and broadcast, which is not at all a reflection of what we know is actually happening in the video ecosystem as it relates to consumer habits and cord-cutting.

Speaker #2: So I expect changes to begin sometime in September. But I'm unclear on what the benefit will be. And so we're just taking a more, I think, sober approach and would hope to recognize upside.

Speaker #3: Okay, no, that's very helpful, Adam. And I think that's probably prudent, given that it's Nielsen. And then the last thing I want to ask you is, just big picture, Adam, on the transformation plan.

Dan Kurnos: Okay. No, that's very helpful, Adam, and I think that's probably prudent given that it's Nielsen. The last thing I want to ask you is just big picture, Adam, on the transformation plan. Appreciate the color on the 24/7 news streams. Clearly, we've got the momentum on the local side. You've got ION switching to indies. The growth on local actually kind of foots now, and local is obviously twice as big as networks. The color that you just gave on Nielsen was super helpful. Is there anything else that we can think about outside of maybe CTV on the network side that can help just kind of get the rest of the balance of the equation, even though I think local growing something could probably offset even modest declines in network and produce a plus?

Speaker #3: I so appreciate the color on the 24/7 news streams. Clearly, we've got the momentum on the local side. You've got INDs, you've got ION switching to INDs.

Speaker #3: The growth on local actually kind of puts now and local is obviously twice as big as networks. The color that you just gave on Nielsen was super helpful.

Speaker #3: Is there anything else that we can think about, outside of maybe CTV on the network side, that can help just kind of get the rest of the balance of the equation? Even though I think local growing something could probably offset even modest declines in network and produce a plus.

Speaker #2: Yeah, I think, first of all, you should recall that we have been very proactive in managing the P&L and managing the networks for growth.

Adam Symson: Yeah, I think, first of all, you should recall that we have been very proactive in managing the P&L and managing the networks for growth. As a result, last year, we beat our expectation on improving the margin for networks, and we're very dedicated to getting back to that place. We're focused on continuing to expand in sports and to drive revenue growth and profit. We want to address some of the opportunities with our programming and distribution strategies, continue to expand in FAST. This is also one of the reasons I recently made a leadership change at the networks. We now have brought the operation together under Dean Littleton's leadership. We're sort of looking at the portfolio as the largest portfolio of broadcast stations and how we use that spectrum for its best and highest use through both network television and local.

Speaker #2: As a result, last year, we beat our expectation on improving the margin for networks. And we're very, very dedicated to getting back to that place.

Speaker #2: We're focused on continuing to expand in sports and to drive revenue growth and profit. We want to address some of the opportunities with our programming and distribution strategies.

Speaker #2: Continue to expand and fast. And this is also one of the reasons I recently made a leadership change at the networks. We now have brought the operation together under being Littleton's leadership.

Speaker #2: We're sort of looking at the portfolio as the largest portfolio of broadcast stations. And how we use that spectrum for its best and highest use through both network television and local, Dean will, I think, be optimizing the business from that perspective.

Adam Symson: Dean will, I think, be optimizing the business from that perspective. He's done a great job leading and transforming the local business and its cost structure, I think he's going to bring the same opportunity to the network side and get it quickly back on track. There's no question in my mind that the story of the networks and our, I guess, cumulative collection of the largest nationwide broadcast platform isn't complete yet. We'll continue to look at ways to use this platform to drive greater shareholder value.

Speaker #2: He's done a great job leading and transforming the local business. And it's cost structure. And I think he's going to bring the same opportunity to the network side and get it quickly back on track.

Speaker #2: There's no question in my mind that the story of the networks and our I guess cumulative collection of the largest nationwide broadcast platform isn't complete yet.

Speaker #2: And we'll continue to look at ways to use this platform to drive greater shareholder value.

Speaker #3: Got it. Really appreciate all the color, guys. Thanks so much. And it seems like you got a little bit of something cooking here.

Jason Combs: Got it. Really appreciate all the color, guys. Thanks so much. Seems like you got a little bit of something cooking here.

Speaker #2: Thanks, Dan.

Adam Symson: Thanks, Dan.

Speaker #1: Thank you. And our next question comes from Craig Hooper of Hooper Research Partners, your line is open.

Operator: Thank you. Our next question comes from Craig Huber of Huber Research Partners. Your line is open.

Speaker #4: Great, thank you. I guess—sorry for the directness of this question—but I mean, given all the changes you guys are making here, and given what's happened outside of your control here, does any of this make you and the family any more likely, or less likely, to sell the company?

Craig Huber: Great. Thank you. I guess, sorry for the directness of this question, given all the changes you guys are making here and given what's happened outside of your control here, does any of this make you and the family any more likely or less likely to sell the company? Obviously, you had a bid here not too long ago for the company and so forth. You guys turned it down. I understand why. Does any of the changes you guys have put in place make you feel like you really don't need to go down that road, or you'll get through all this successfully?

Speaker #4: I mean, obviously, you had a bid here not too long ago. For the company and so forth, you guys turned it down. I understand why.

Speaker #4: But does any of the changes you guys are putting in place here make you feel like you really don't need to go down that road and you can just you'll get through all this successfully?

Speaker #2: Well, first of all, it's important to note, Craig, that I don't speak for our controlling shareholder, but I can reiterate what I've said many times before.

Adam Symson: Well, first of all, it's important to note, Craig, that I don't speak for our controlling shareholder, but I can reiterate what I've said many times before and what you've seen over the long history of the company. The family has always acted in the best interest of all shareholders and is committed to doing what's best for the company to create the greatest shareholder value. Now I'll speak for myself and maybe management's perspective. We believe greater scale nationally and greater depth in market are helpful for our assets to perform their very best for shareholders and continue in service to the communities where we operate, from a journalism, local programming, and local sports perspective. I expect we'll continue to do everything in our power to take advantage of this moment.

Speaker #2: And what you've seen over the long history of the company, the family has always acted in the best interests of all shareholders. And is committed to doing what's best for the company to create the greatest shareholder value.

Speaker #2: Now I'll speak for myself, and maybe from management's perspective. We believe greater scale nationally and greater depth in-market are helpful for our assets to perform their very best for shareholders and to continue serving the communities where we operate, from a journalism, local programming, and local sports perspective.

Speaker #2: So I expect we'll continue to do everything in our power to take advantage of this moment. I mean, I expect the greatest opportunities will be ahead for us, whether that is continuing to transform the business or identifying opportunities for us to engage in swaps select divestitures or acquisitions to improve our portfolio.

Adam Symson: I expect the greatest opportunities will be ahead for us, whether that is continuing to transform the business or identifying opportunities for us to engage in swaps, select divestitures, or acquisitions to improve our portfolio.

Speaker #4: Okay. Appreciate that. Second question. The Nielsen change here, did I hear you right saying you thought roughly 50% of the pressure on revenue scripts networks came from that?

Craig Huber: Okay, appreciate that. Second question. The Nielsen change here, did I hear you right saying you thought roughly 50% of the pressure on revenue there in the Scripps Networks came from that? Just talk about that a little bit more, please.

Speaker #4: I mean, just talk about that a little bit more, please.

Speaker #2: Yeah. That's correct. I mean, there has been no softness in the demand for our product. But overnight, at the end of February, the inventory, the supply actually changed as a result of a methodology change.

Adam Symson: Yeah, that's correct. There has been no softness in the demand for our product, but overnight, at the end of February, the inventory, the supply actually changed as a result of a methodology change, especially when we think about the demand for our premium sports products. Our sales team is doing a terrific job of monetizing what we have, but Nielsen changed the picture on what we have or what we are, the amount of audience we serve overnight, negatively impacting about 50% of the revenue. It's been a significant blow. They tell us they are fixing that this fall. Like I said, I've been reticent to adjust up our forecast, and I'm sharing this in the interest of transparency. That's upside to our plan.

Speaker #2: Especially when we think about the demand for our premium sports products. Our sales team is doing a terrific job of monetizing what we have.

Speaker #2: But Nielsen changed the picture on what we have, or what we are—the amount of audience we serve—overnight, negatively impacting about 50% of the revenue.

Speaker #2: So, it's been significant—it's been a significant blow. They tell us they are fixing that this fall. But, like I said, I've been reticent to adjust up our forecast.

Speaker #2: And I'm sharing this in the interest of transparency. That's upside to our plan.

Jason Combs: The Nielsen challenges have impacted the general market side of the business. The other sort of piece of the equation is the direct response piece, which direct response we say this often is heavily driven off of consumer sentiment. Right now, with the current state of inflation and interest rates, that's negatively impacting that sentiment and therefore DR demand. We also talk about direct response being a leading indicator and one that can turn quickly. I'll point you back to the government shutdown in Q4 of last year. We saw a material drop in our direct response revenue during that shutdown, and when the shutdown ended, we saw a quick snap back or rebound as consumer sentiment improved.

Speaker #3: And so the Nielsen challenges have impacted the general market side of the business. The other sort of piece of the equation is the direct response piece, which direct response, we say this often, is heavily driven off of consumer sentiment.

Speaker #3: And right now, with the current state of inflation and interest rates, that's negatively impacting that sentiment, and therefore, DR demand. We also talk about direct response being a leading indicator, and one that can turn quickly.

Speaker #3: So, I'll point you back to the government shutdown in Q4 of last year. We saw a material drop in our direct response revenue during that shutdown.

Speaker #3: And when the shutdown ended, we saw a quick snap-back or rebound as consumer sentiment improved.

Speaker #4: I appreciate that. And then further on the Nielsen side, just talk a little bit further about changes there on the local TV side of the business and stuff.

Craig Huber: I appreciate that. Further on the Nielsen side, just talk a little bit further about changes there on the local TV side of the business and stuff. What you're expecting there.

Speaker #4: What do you expect?

Speaker #2: Yeah. On the local sure. On the local side, first of all, a lot of the changes they make that impact the makeup of the audience will benefit the changes they made back in February began to underrepresent the multicultural audience.

Adam Symson: Sure. On the local side, first of all, a lot of the changes they make that impact the makeup of the audience will benefit. The changes they made back in February began to underrepresent the multicultural audience. Beginning to reintegrate multicultural audiences back into the sample or to better statistically measure them should theoretically improve both network and local television. At the same time, we understand they're going to be moving to a different way of measuring local broadcast after all these years. The measurement will give credit to local broadcasters for a cumulative minute of viewing rather than what historically was a longer period. That required a longer period. That too should better reflect the way people's viewing habits have actually evolved. Improve what you see on the local front.

Speaker #2: So beginning to reintegrate multicultural audiences back into the sample or to better statistically measure them, should theoretically improve both network and local television. At the same time, we understand there are going to be moving to a different way of measuring local broadcasts after all these years.

Speaker #2: The measurement will give credit to local broadcasters for a cumulative minute of viewing, rather than what historically was a longer period. And that required a longer period.

Speaker #2: And that, too, should better reflect the way people's viewing habits have actually evolved, and improve what you see on the local front.

Speaker #3: Real quick, I also want to just correct something I said earlier. When I was asked about distribution, I said we had 20% renewing next year.

Jason Combs: Real quick, I also want to just correct something I said earlier when I was asked about distribution. I said we had 20% renewing next year. I was getting my years mixed up. That's actually in 2028. Next year is only 5%. For the transcript, I wanted that updated.

Speaker #3: I was getting my ears mixed up. That's actually in 2028. Next year is only 5%. So for the transcript, I wanted that updated.

Craig Huber: Great. Appreciate that. Sorry, if I could ask a little bit further on this Nielsen thing. Is it possible that you could share with us, quantify for us the impact to the viewership as they count it, as they calculate it, as they estimate it?

Speaker #4: I appreciate that. Sorry. If I could ask a little bit further on this Nielsen thing. Is it possible that you could share with us quantify for us the impact to the viewership as they count it?

Speaker #4: Does they calculate it?

Speaker #2: They have Craig, they have shared yeah. I mean, they have shared with me those estimates. I do not feel comfortable sharing them with the market or the street because today they are measuring I would say in a non-production environment.

Adam Symson: Craig-

Craig Huber: Can you do that? Do you have it?

Adam Symson: I mean, they have shared with me those estimates. I do not feel comfortable sharing them with the market or the street because today they are measuring, I would say, in a non-production environment, and when they move to production, it will become live, and that's when we'll see it. Again, we've given a guide based on what we believe we see using today's methodology. When the methodology changes again, there is a good chance that there could be upside to it. We don't control Nielsen's currency or the methodology, I'm reticent to share anything that I don't have any influence over.

Speaker #2: And when they move to production, it will become live. And that's when we'll see it. So again, we've given a guide based on what we believe we see using today's methodology.

Speaker #2: When the methodology changes again, there is a good chance that there could be upside to it. But we don't control Nielsen's currency or the methodology.

Speaker #2: And so I'm reticent to share anything that I don't have any influence over.

Speaker #4: Yeah. I can certainly sense the frustration there. And it's been a nightmare for your industry for decades here with this Nielsen company. I'll say that sympathetically.

Craig Huber: Yeah, I can certainly sense the frustration there. It's been a nightmare for your industry for decades here with this Nielsen company. I'll say that sympathetically.

Adam Symson: Correct.

Speaker #4: I just shake my head. Just say the least. One last question, please. I appreciate your time here. The cash costs to get to this new 100 million dollar annual run rate of cost saving, I think you said by the end of this year, are you willing to talk with that publicly?

Craig Huber: I just shake my head to say the least. One last question, please. I appreciate your time here. The cash cost to get to this new $100 million annual run rate of cost savings, I think you said by the end of this year, are you willing to talk about that publicly? How much that will be?

Speaker #4: How much that was?

Jason Combs: Yeah. We have talked about that previously. We had guided to $40 to $50 million in cash restructuring costs tied to the transformation plan. This quarter, you saw a very large restructuring number come through, a good portion that was non-cash. Just so we're talking kind of apples to apples, of the $36 million in restructuring that flowed through this quarter, about $12 million of that is actually cash restructuring. This quarter, about $9 million is accrued and will be paid in subsequent quarters. The balance of it, roughly $15 million, would be non-cash items. We still believe the $40 to $50 million in cash restructuring is the estimate for the transformation.

Speaker #2: Yeah. So we have talked about that.

Speaker #3: Previously, we had guided to 40 to 50 million dollars in cash for structuring costs tied to the transformation plan. This quarter, you saw a very large restructuring number come through.

Speaker #3: A good portion of that was non-cash. And so just so we're talking kind of apples to apples. Of the 36 million dollars in restructuring that flowed through this quarter, about 12 million of that is actually cash restructuring this quarter.

Speaker #3: About 9 million is accrued and will be paid in subsequent quarters. In the balance of it, roughly 15 would be non-cash items. And so we're still we still believe the 40 to 50 million dollars in cash restructuring is the estimate for the transformation.

Speaker #4: And that's still good, even though you moved up the cost savings number?

Craig Huber: That's still good even though you moved up the cost savings number?

Jason Combs: We didn't move up our total number. We just pulled forward the number to achieve it sooner. The net number is still $125 to $150 million. We just think we'll have executed on more of that by the end of this year than we originally anticipated.

Speaker #3: What we did we did move up our total number. We just pulled forward the number to achieve it sooner. We still the net number is still 125 to 150 million dollars.

Speaker #3: We just think we'll have executed on more of that by the end of this year than we originally anticipated.

Speaker #4: Okay, understood. Thank you for all of that, guys.

Craig Huber: Okay. Understood. Thank you for all that, guys.

Speaker #2: Yep. Thanks, Craig.

Adam Symson: Yep. Thanks, Craig.

Speaker #1: Thank you. And as a reminder, if you have a question, please press star 11. And our next question comes from Stephen K. Hall of Wells Fargo.

Operator: Thank you. As a reminder, if you have a question, please press *11. Our next question comes from Steven Cahall of Wells Fargo. Your line is open.

Speaker #1: Your line is open.

Speaker #5: Thank you. Jason, just wanted to talk through a little bit how we think about the 100 million run rate for 27. Is it kind of as simple as just thinking about consolidated costs being down about that much year on year in 27 versus 26?

Steven Cahall: Thank you. Jason, just wanted to talk through a little bit how we think about the $100 million run rate for 2027. Is it kind of as simple as just thinking about consolidated costs being down about that much year-on-year in 2027 versus 2026? I know there's probably a little bit of underlying cost growth like sports rights. Just wanted to kind of start to think about 2027. You've done a lot of work on margin improvement at networks. You've got this new headwind from the Nielsen measurement. I think you're giving some of the good margin that you expanded last year back. I was just wondering if you could specifically talk about your expectations for network margins for this year and next year through the transformation.

Speaker #5: I know there's probably a little bit of underlying cost growth, like sports rights, so I just wanted to start to think about 2027.

Speaker #5: And then you've done a lot of work on margin improvement at networks. You've got this new headwind from the Nielsen measurement. I think you're given some of the good margin that you expanded last year back.

Speaker #5: I was just wondering if you could specifically talk about your expectations for network margins for this year and next year through the transformation.

Speaker #3: Yeah, so first of all, in your question about the $100 million and how it applies to 2027, it would not be a full $100 million adjustment to your current view of 2027, because some of that is being realized in-year.

Jason Combs: Yeah. First of all, on your question about the $100 million and how it applies to 2027, it would not be a full $100 million adjustment to your current view of 2027 because some of that is being realized in year. That was one of the reasons why we gave not just a Q3 expense guide, but also a Q4 expense guide. You are certainly in the local media starting to see some of that transformation benefit flow through in the Q3. Adam talked about some of the headcount reductions that have happened recently. The guidance we gave for Q4 expense trends would indicate we're starting to realize even more of the benefit this year.

Speaker #3: And that was one of the reasons why we gave not just a Q3 expense guide, but also a Q4 expense guide. You were certainly, in the local media, starting to see some of that transformation benefit flow through in the third quarter.

Speaker #3: Adam talked about some of the headcount reductions that have happened recently. And then the guidance we gave for fourth quarter, expense trends, would indicate we're starting to realize even more of the benefit this year.

Speaker #3: So your year over year view of 26 to 27, you would have some of that built in your 26 run rate, but there would be a large incremental piece from the Q4 activities in getting the full year benefit of that.

Jason Combs: Your year-over-year view of 2026 to 2027, you would have some of that built into your 2026 run rate, but there would be a large incremental piece from the Q4 activities in getting the full year benefit of that. In terms of network margins, I think that Adam alluded to it before. We continue to believe that this business should be closer to 30% margin. We saw some significant headwinds in 2024, and we set a very aggressive plan to grow margins by 400 to 600 basis points, and we actually ended up north of 600 basis points last year. We now have some new challenges, and we intend to chart the path forward to see a similar rebound to what we saw previously.

Speaker #3: In terms of network margins, I think that Adam alluded to it before. We continue to believe that this business should be closer to a 30% margin.

Speaker #3: We saw some significant headwinds in 2024, and we set a very aggressive plan to grow margins. By 400 to 600 basis points, and we actually ended up north of 600 basis points last year.

Speaker #3: We now have some new challenges and we intend to chart the path forward to see a similar rebound to what we saw previously.

Speaker #5: Great. And then Adam, I wanted to ask you about spectrum a little bit. So I think Scripps significantly over-indexes on spectrum due to Ion.

Steven Cahall: Great. Adam, I wanted to ask you about spectrum a little bit. I think Scripps significantly over-indexes on spectrum due to ION. I think that was part of the original thinking when you purchased it. It's a topic I've written a lot about recently, and if I've learned one thing, it's that the broadcast industry has no consensus on how spectrum should be used, how to create value, whether lease it or another auction or the next gen business model. I'm wondering how you think about a best way to monetize your spectrum, whether it's more station conversions with local sports or something that's a little more kind of wholesale since you do have so much spectrum.

Speaker #5: I think that was part of the original thinking when you purchased it. It's a topic I've written a lot about recently. And if I've learned one thing, it's that the broadcast industry has no consensus on how spectrum should be used, how to create value, whether to lease it or have another auction, or move to the next-gen business model.

Speaker #5: I'm wondering how you think about the best way to monetize your spectrum, whether it's more station conversions with local sports or something that's a little more kind of wholesale since you do have so much spectrum.

Speaker #3: Yeah. Thanks for the question, Stephen. There's no question in my mind that we're sitting on a gold mine of spectrum. One that actually has proven to be increasing in value over time.

Adam Symson: Yeah. Thanks for the question, Steven. There's no question in my mind that we're sitting on a goldmine of spectrum, one that actually has proven to be increasing in value over time. There's also no question that none of that value is reflected in our stock price. As you described, Scripps is one of the largest holders of broadcast spectrum. It was one of the reasons why we found the ION acquisition so interesting. We're always looking at what the best and highest uses of our spectrum, and we'll continue to do so. As you described, it's one of the reasons why we've turned ION stations into sports duopolies.

Speaker #3: And there's also no question that none of that value is reflected in our stock price. As you described, Scripps is one of the largest holders of broadcast spectrum.

Speaker #3: It was one of the reasons why we found the Ion acquisition so interesting. We're always looking at what the best and highest uses of our spectrum.

Speaker #3: And we'll continue to do so. As you described, it's one of the reasons why we've turned to Ion stations into sports duopolies.

Speaker #6: Hey, Adam, I'm sorry. I hear noise on the call, Steve. I don't know if you're you maybe need to mute.

Carolyn Micheli: Hey, Adam, I'm sorry. I hear noise on the call. Steve, I don't know if you maybe need to mute.

Steven Cahall: Yeah. I'll mute.

Speaker #5: Yeah. I'll mute.

Speaker #6: Okay. I'm sorry. I'm sorry, Adam.

Carolyn Micheli: Okay. I'm sorry, Adam.

Speaker #3: That's okay. That's okay. Yeah. I mean, like I said, we're always looking for the best and highest use of our spectrum. And I think whether that's turning stations that are Ion sticks into local stations in order to create high margin duopolies, we will continue to look for the greatest opportunity.

Adam Symson: That's okay. Like I said, we're always looking for the best and highest use of our spectrum, and I think whether that's turning stations that are ION sticks into local stations in order to create high-margin duopolies. We will continue to look for the greatest opportunity. When there is an opportunity to monetize our spectrum, either through an incentive auction as Brendan Carr referenced yesterday, which I think he referenced maybe as early as 2028 or otherwise, I am absolutely sure we will take full advantage to benefit our shareholders, our employees, and the company's ability to continue to serve its mission.

Speaker #3: When there is an opportunity to monetize our spectrum, either through an incentive auction as Chairman Carr referenced yesterday, which he I think he referenced maybe as early as 2028, or otherwise, I am absolutely sure we will take full advantage to benefit our shareholders, our employees, and the companies' ability to continue to serve its mission.

Speaker #5: Great. And then lastly, do you feel like there is an M&A shot clock with this administration, or do you think after the changes, that the SEC enacted yesterday, that there's going to be a lot of opportunity that runs even past 2028?

Steven Cahall: Great. Lastly, do you feel like there is an M&A shot clock with this administration, or do you think after the changes that the FCC enacted yesterday that there's going to be a lot of opportunity that runs even past 2028?

Speaker #3: Well, I mean, I don't think there's a shot clock per se, but I do think there is potentially a balance that has to be struck right now between the opportunity to take advantage of the changes in the regulatory environment and some uncertainty that we see, obviously, being held up in courts.

Adam Symson: Well, I don't think there's a shot clock per se, but I do think there's potentially a balance that has to be struck right now between the opportunity to take advantage of the changes in the regulatory environment and some uncertainty that we see obviously being held up in courts. It's important to note that we have already been active in the M&A marketplace from the outset to improve the performance of the portfolio and the balance sheet. Every deal we have announced has either put cash in our pockets or increased segment profit to benefit the company and investors, and some are doing both.

Speaker #3: It's important to note that we have already been active in the M&A marketplace from the outset to improve the performance of the portfolio. And the balance sheet.

Speaker #3: Every deal we have announced has either put cash in our pockets or increased segment profit to benefit the company and investors. And some are doing both.

Speaker #3: And I'm referencing the divestitures of the stations in Fort Myers, Indianapolis, which went for premium sellers multiples. The Grayswap, the sale of Core TV, the acquisition we announced of more than 12 stations from Inyo that will be accretive and that will fold into our networks portfolio and add our spectrum holdings.

Adam Symson: I'm referencing the divestitures of the stations in Fort Myers, Indianapolis, which went for premium sellers multiples, the Gray swap, the sale of Court TV, the acquisition we announced of more than 12 stations from INYO that will be accretive and that will fold into our networks portfolio and add to segment profit margins and add to our spectrum holdings. I definitely don't think we're finished with this work. I do think there's continued opportunities for swaps ahead with opportunity for us to get deeper in the markets where we operate, opportunity for us to improve our operating performance and margin expansion. As I said earlier, I'm also a believer that national scale is beneficial. It's helpful. I don't think it's the only thing necessary for this industry, and that's why we're also equally aggressively pursuing a transformation plan.

Speaker #3: I definitely don't think we're finished with this work. I do think there are continued opportunities for swaps ahead, with opportunities for us to get deeper in the markets where we operate, opportunities for us to improve our operating performance, and margin expansion.

Speaker #3: As I said earlier, I'm also a believer that national scale is beneficial. It's helpful. I don't think it's the only thing necessary for this industry, and that's why we're also equally aggressively pursuing a transformation plan.

Speaker #3: At the end of the day, consolidation is going to be helpful, but for us to continue to be able to serve out our mission, we have to do things that address our consumer.

Adam Symson: At the end of the day, consolidation is going to be helpful, but for us to continue to be able to serve out our mission, we have to do things that address our consumer. Buying more TV stations in a market doesn't get anybody more to watch the 5, 6, and 11 o'clock news. Transforming so that we serve audiences across multiple platforms and deliver our journalism so that we remain relevant in the local markets where we operate, that's going to require more than just consolidation. While we'll take advantage of consolidation in order to improve our economics, we have to take it a step further and transform the business, and that's what you see Scripps doing.

Speaker #3: Buying more TV stations in a market doesn't get anybody more to watch the 5, 6, and 11 o'clock news. Transforming so that we serve audiences across multiple platforms and deliver our journalism—so that we remain relevant in the local markets where we operate—that's going to require more than just consolidation.

Speaker #3: And while we'll take advantage of consolidation in order to improve our economics, we have to take it a step further and transform the business.

Speaker #3: And that's what you see Scripps doing.

Operator: Thank you. This concludes our question and answer session and today's conference call. Thank you for participating, and you may now disconnect.

Q2 2026 The E.W. Scripps Co Earnings Call

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