Q2 2026 Versant Media Group Inc Earnings Call

August 6, 2026

Speaker #1: Greetings. Welcome to Versant Media's second quarter 2026 operating and financial results conference call. This time all participants are enlisted in only mode. Question and answer session will follow the formal presentation.

Operator 2: Greetings. Welcome to Versant Media's Q2 2026 Operating and Financial Results Conference Call. At this time, all participants are in listen-only mode. The question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero from your telephone keypad. Please note that this conference is being recorded. I'll now turn the conference over to Wylie Collins, Executive Vice President of Treasury and Investor Relations. Thank you. You may begin.

Operator: Greetings. Welcome to Versant Media's Q2 2026 Operating and Financial Results Conference Call. At this time, all participants are in listen-only mode. The question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero from your telephone keypad. Please note that this conference is being recorded. I'll now turn the conference over to Wylie Collins, Executive Vice President of Treasury and Investor Relations. Thank you. You may begin.

Speaker #1: If anyone should require operator assistance during the conference, please press *0 on your telephone keypad. Please note that this conference is being recorded. I'll now turn the conference over to Wiley Collins, Executive Vice President of Treasury and Investor Relations.

Speaker #1: Thank you. You may begin.

Speaker #2: Thank you, and good morning, everyone. Welcome to Versant Media's second quarter 2026 operating and financial results conference call. Joining us today are Mark Lazarus, Chief Executive Officer, and Anand Kinney, Chief Financial Officer and Chief Operating Officer.

Wylie Collins: Thank you, and good morning, everyone. Welcome to Versant Media's Q2 2026 operating and financial results conference call. Joining us today are Mark Lazarus, Chief Executive Officer, and Anand Kini, Chief Financial Officer and Chief Operating Officer. Also with us are Jordan Fasbender, General Counsel, and Natalie Candela, Vice President of Investor Relations. Before we begin, I'd like to remind you that certain statements made during this call may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect management's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. For a discussion of these risks and uncertainties, please refer to Versant Media's filings with the SEC in today's earnings release.

Speaker #2: Also with us are Jordan Fassbender, General Counsel, and Natalie Candela, Vice President of Investor Relations. Before we begin, I'd like to remind you that certain statements made during this call may constitute forward-looking statements within the meaning of the private securities litigation reform act of 1995.

Speaker #2: These statements reflect management's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied.

Speaker #2: For a discussion of these risks and uncertainties, please refer to Versant Media's filings with the SEC and today's earnings release. As of June 6, 2026, we undertake no obligation to update them.

Wylie Collins: All forward-looking statements are made as of today, 6 August 2026. We undertake no obligation to update them. In addition, we may refer to certain non-GAAP financial measures. Information and reconciliations to the most directly comparable GAAP measures are included in today's earnings release, in the materials posted in the investor relations section of our website. During today's call, all comparisons to the prior year are against standalone adjusted figures, which represent our estimated 2025 results as if Versant were already a separate independent company. With that, I'll turn the call over to Mark.

Speaker #2: In addition, we may refer to certain non-GAAP financial measures. Information and reconciliations to the most comparable GAAP measures are posted in the Investor Relations section of our website.

Speaker #2: During today's call, I'll comparisons to the prior year against standalone adjusted figures, which represent our estimated 2025 results as of Versant were already a separate independent directly comparable GAAP measures are included in company.

Speaker #2: Mark.

Speaker #3: Thank you, Wiley, and good morning, everybody. Our second quarter results reinforce the strength of our portfolio and the strategy that we're

Mark Lazarus: Thank you, Wylie, and good morning, everybody. Our Q2 results reinforce the strength of our portfolio and the strategy that we're executing to win with premium live content, extend the reach of our iconic brands, and accelerate growth across our platforms. Across news, sports, and entertainment, our brands continue to grow audiences and engagement while delivering value for viewers, advertisers, and our distribution partners. Our TV portfolio now reaches more than 120 million viewers each month with double-digit audience increases in aggregate across our networks. We also recently completed multi-year renewals with two large pay TV distribution partners, one in the US and one in Canada, further highlighting the value of our portfolio. That strength gives us confidence to invest where we see the greatest opportunities, growing our digital platforms, advancing our direct-to-consumer offerings, and deepening our audience relationships.

Speaker #3: ...content, extend the reach of our iconic brands, and accelerate growth across our platforms. Across news, sports, and entertainment, our brands continue to grow audiences and engagement while delivering value for viewers, advertisers, and our distribution partners. And with that, I'll turn the call over to...

Speaker #3: Our TV portfolio now reaches more than 120 million viewers each month, with double-digit audience increases in aggregate across our networks. We also recently completed pay TV distribution partners, multi-year renewals with two large one in the US and one in Canada.

Speaker #3: Further highlighting the value of our portfolio. That strength gives us confidence to invest where we see the greatest opportunities, growing our digital platforms, advancing our direct-to-consumer offerings, and deepening our audience relationships.

Speaker #3: Together, these investments extend our audience reach and build upon the foundation of our iconic, highly cash-generative brands. Our performance this quarter demonstrated our strong execution of this strategy across the portfolio. Let's walk through a few of the highlights.

Mark Lazarus: Together, these investments extend our audience reach and build upon the foundation of our iconic, highly cash-generative brands. Our performance this quarter demonstrated our strong execution of this strategy across the portfolio. Let's walk through a few of the highlights. CNBC reinforced its position as the leading global business news brand. During market hours, the network ranked among the top 10 cable networks for the fourth consecutive month and delivered its highest-rated quarter in more than five years. Coverage of the SpaceX IPO drove CNBC's highest-rated day during that same period. CNBC continues to generate the most affluent and educated weekday daytime audience in all of television, a distinction it has maintained for 27 consecutive quarters. The network also featured exclusive interviews with business leaders and policymakers, including Jeff Bezos, whose appearance generated more than 100 million video views across all platforms.

Speaker #3: CNBC reinforced its position as the leading global business news brand. During market hours, the network ranked among the top 10 cable networks for the fourth consecutive month and delivered its highest-rated quarter in more than five years.

Speaker #3: Coverage of the SpaceX IPO drove CNBC's highest-rated day during that same period. CNBC continues to generate the most affluent and educated weekday daytime audience in all of television, a distinction it has maintained for 27 consecutive quarters.

Speaker #3: The network also featured exclusive interviews with business leaders and policymakers, including Jeff Bezos, whose appearance generated more than $100 million video views across all platforms.

Speaker #3: MSNOW also built on its momentum, delivering its seventh consecutive month of audience growth in TV and expanding its reach on digital platforms. In June, viewers watched an average of nine hours each week, the second highest level of engagement across all of television, and MSNOW saw a 14% increase in viewership in the second quarter versus last year. extended well beyond television.

Mark Lazarus: MS NOW also built on its momentum, delivering its 7th consecutive month of audience growth in TV and expanding its reach on digital platforms. In June, viewers watched an average of 9 hours each week, the 2nd highest level of engagement across all of television, and MS NOW saw a 14% increase in viewership in Q2 versus last year. That momentum extended well beyond television. Year to date, the network generated nearly 3 billion combined YouTube and TikTok views and in June ranked as the number one news organization on YouTube. Podcast engagement was also healthy, with more than 11 million audio downloads during the month. In July, we celebrated MS NOW's 30th anniversary, an important milestone for one of the country's leading news brands. MS NOW continues to accelerate. Golf Channel also had an outstanding quarter.

Speaker #3: Year to date, the network generated nearly $3 billion combined YouTube and TikTok views, and in June ranked as the number one news organization on YouTube.

Speaker #3: than 11 million audio downloads during the month. In July, we celebrated MSNOW's 30th anniversary and important milestone for That momentum one of the country's leading news brands, MSNOW continues to accelerate.

Speaker #3: Gulf Channel also had an outstanding quarter. The PGA Tour coverage delivered the network's most-watched second quarter since 2020, with comprehensive coverage across all of Gulf.

Mark Lazarus: PGA Tour coverage delivered the network's most-watched Q2 since 2020, with comprehensive coverage across all of golf, including the Masters, PGA Championship, U.S. Open, and PGA Tour and its signature events. In sports and entertainment, USA remained a top 5 entertainment network among key demographics, extending a track record of leadership spanning more than 3 decades. Live sports continue to drive large, highly engaged audiences. In the WNBA's 1st season on USA, the network aired the 3 most-watched games across cable and streaming, while League One Volleyball increased viewership over its inaugural season, and the WWE continued to deliver large audiences. We're investing in sports where we believe we can create long-term value. Last month, we announced a 5-year agreement with the Bundesliga, one of Europe's most renowned soccer leagues, known for passionate fans, iconic clubs and athletes, and global appeal.

Speaker #3: Including the Masters, PGA Championship, US Open, and PGA Tour and its signature events. In sports and entertainment, USA remained a top five entertainment network among key demographics, extending a track record of leadership spanning more than three decades.

Speaker #3: Live Sports continued to drive large, highly engaged audiences. In the WNBA's first season on USA, the network aired the three most-watched games across cable and streaming.

Speaker #3: While League One volleyball increased viewership over its inaugural season, and the WWE continued to deliver large audiences. We're investing in sports where we believe we can create long-term value.

Speaker #3: Last month, we announced a five-year agreement with the Bundesliga, one of Europe's most renowned soccer leagues, known for passionate fans, iconic clubs, and athletes, and global appeal.

Speaker #3: Beginning this season, we will broadcast more than 300 live matches annually, with at least 30 premium matches airing on USA Network and all remaining matches streaming for free on Fandango.

Mark Lazarus: Beginning this season, we will broadcast more than 300 live matches annually, with at least 30 premium matches airing on USA Network and all remaining matches streaming for free on Fandango. This agreement builds on our year-round sports offerings, expands our reach with soccer fans, and creates more opportunities to engage audiences across platforms. In addition to Bundesliga, the start of our NASCAR Cup Series coverage on USA Network begins this Sunday, and the return of the Premier League later this month provide a strong lineup of live sports as we enter the H2 of the year. In entertainment, we're driving viewership with a balanced portfolio of original programming and proven franchises. Our strategy is to build brands that engage audiences across multiple platforms for years to come, and that strategy is delivering results.

Speaker #3: This agreement builds on our year-round sports offerings, expands our reach with soccer fans, and creates more opportunities to engage audiences across platforms. In addition to Bundesliga, the start of our NASCAR Cup Series coverage on USA Network begins this Sunday, and the return of the Premier League later this month, provide a strong lineup of live sports as we enter the second half of the year.

Speaker #3: In entertainment, we're driving viewership with a balanced portfolio of original programming and proven franchises. Our strategies to build brands that engage audiences across multiple platforms for years to come, and that strategy is delivering results.

Speaker #3: Everything on the menu saw double-digit ratings growth in its second season, and we're excited to build on that momentum with our next generation of originals, including Anna Pigeon and The Golden Life, set to premiere this month and fall, respectively.

Mark Lazarus: Everything on the Menu saw double-digit ratings growth in its 2nd season, and we're excited to build on that momentum with our next generation of originals, including Anna Pigeon and The Golden Life, set to premiere this month and fall, respectively. Platforms continue to be an important part of our long-term strategy, and both Fandango and GolfNow delivered strong results. We are evolving Fandango from a leading movie ticketing business into a comprehensive entertainment platform. A few weeks ago, we launched our new AVOD service, bringing ticketing, home entertainment, and free streaming together under the Fandango name. AVOD is one of the fastest-growing areas in media, and we enjoy clear advantages from the well-known Fandango brand, broad Connected TV distribution, rich first-party data, and unique and exclusive content, most recently with the addition of the upcoming live Bundesliga matches.

Speaker #3: Platforms continue to be an important part of our long-term strategy, and both Fandango and Gulf Now delivered strong results. We are evolving Fandango from a leading movie ticketing business into a comprehensive entertainment platform.

Speaker #3: A few weeks ago, we launched our new AVOD service, bringing ticketing, home entertainment, and free streaming together under the Fandango name. AVOD is one of the fastest-growing areas in media, and we enjoy clear advantages from the well-known Fandango brand, broad connected TV distribution, rich first-party data, and unique and exclusive content, most recently with the addition of the upcoming live Bundesliga matches.

Speaker #3: The Fandango platform we're creating is anchored by a differentiated core business, as demonstrated by healthy ticketing volume growth. In any given month, 50 million consumers visit either Fandango or Rotten Tomatoes to decide what to watch.

Mark Lazarus: The Fandango platform we're creating is anchored by a differentiated core business, as demonstrated by healthy ticketing volume growth. In any given month, 50 million consumers visit either Fandango or Rotten Tomatoes to decide what to watch. Together, these platforms enjoy loyal customer relationships and support our long-term growth strategy. GolfNow realized broad-based growth, including domestic rounds booked, global course relationships, payments volume, and GolfPass subscribers. We are further strengthening our leadership in golf and platforms with the acquisition of Full Swing. Full Swing is a leading sports technology company serving one of the fastest-growing segments in the golf industry through immersive off-course golf experiences. The acquisition expands our portfolio with an interactive offering spanning immersive simulation, launch monitors, virtual greens, integrated software, and performance data. As a trusted partner to many of the game's top players, Full Swing is growing rapidly, is profitable, and generates healthy recurring revenue.

Speaker #3: Together, these platforms enjoy loyal customer relationships and support our long-term growth strategy. Gulf Now realized broad-based growth, including domestic rounds booked, global course relationships, payments volume, and Gulf Pass subscribers.

Speaker #3: We are further strengthening our leadership in Gulf and platforms with the acquisition of Full Swing. Full Swing is a leading sports technology company serving one of the fastest-growing segments in the golf industry through immersive off-course golf experiences.

Speaker #3: The acquisition expands our portfolio with an interactive offering spanning immersive simulation, launch monitors, virtual greens, integrated software, and performance data. As a trusted partner to many of the game's top players, Full Swing is growing rapidly, is profitable, and generates healthy recurring revenue.

Speaker #3: We believe Versant's leadership in golf uniquely positions us to accelerate adoption of Full Swing's technology across both consumer and commercial markets. We believe there is meaningful upside in this market.

Mark Lazarus: We believe Versant's leadership in golf uniquely positions us to accelerate adoption of Full Swing's technology across both consumer and commercial markets. We believe there is meaningful upside in this market. Today, there are 38 million US off-course golfers, exceeding the number who play on traditional courses. Since 2019, the number of off-course golfers grew more than 60%, and simulator golfers grew by more than 150%. More importantly, Full Swing will expand our golf ecosystem by broadening our relationship with the golf community. Together with Golf Channel, GolfNow, and GolfPass, we are uniquely positioned to connect premium content, commerce, technology, and participation, creating more ways to engage golfers throughout their journey. There are also additional opportunities beyond golf, including baseball, where Full Swing's technology is already used by both college and professional teams.

Speaker #3: Today, there are 38 million US off-course golfers, exceeding the number who play on traditional courses. And since 2019, the number of off-course golfers grew more than 60%, and simulator golfers grew by more than 150%.

Speaker #3: More importantly, Full Swing will expand our golf ecosystem by broadening our relationship with the golf community. Together with Gulf Channel, Gulf Now, and Gulf Pass, we are uniquely positioned to connect premium content, commerce, technology, and participation, creating more ways to engage golfers throughout their journey.

Speaker #3: There are also additional opportunities beyond golf, including baseball, where Full Swing's technology is already used by both college and professional teams. We are also advancing our direct-to-consumer strategies around MSNOW, which will launch its direct-to-consumer experience ahead of the midterm elections, giving audiences new ways to engage with its hosts, programming, and community, while deepening engagement, strengthening the brand's relationships with viewers and fans.

Mark Lazarus: We are also advancing our direct-to-consumer strategies around MS NOW, which will launch its direct-to-consumer experience ahead of the midterm elections, giving audiences new ways to engage with its hosts, programming, and community while deepening engagement, strengthening the brand's relationships with viewers and fans. At CNBC, we're developing a next-generation digital platform that will combine CNBC's trusted journalism, exclusive access to leading voices in business, and AI-powered investing tools to become a premier destination for investors. Taking a step back, our accomplishments this quarter reinforce what we've believed since becoming an independent company just over seven months ago. We continue to deliver premium content that expands our audiences, drove compelling results across pay TV and platforms, renewed distribution agreements with valued partners, and advanced a strategic initiative that will further strengthen our leadership in golf.

Speaker #3: And at CNBC, we're developing a next-generation digital platform that will combine CNBC's trusted journalism, exclusive access to leading voices in business, and AI-powered investing tools to become a premier destination for investors.

Speaker #3: Taking a step back, our accomplishments this quarter reinforced what we've believed since becoming an independent company just over seven months ago. We continue to deliver premium content that expands our audiences, drove compelling results across pay TV and platforms, renewed distribution agreements with valued partners, and advanced a strategic initiative that will further strengthen our leadership in golf.

Speaker #3: Looking ahead, we'll continue to invest where we see competitive advantages and clear returns, extending the reach of our brands while creating long-term value through scalable platforms.

Mark Lazarus: Looking ahead, we'll continue to invest where we see competitive advantages and clear returns, extending the reach of our brands while creating long-term value through scalable platforms. Today's announcement of an additional $100 million accelerated share repurchase program alongside our quarterly dividend reflects our commitment to returning capital to shareholders, the enduring strength of our business, and the confidence in the opportunities ahead. With that, let me turn it over to Amit.

Speaker #3: Today's announcement of an additional $100 million accelerated share repurchase program, alongside our quarterly dividend, reflects our commitment to returning capital to shareholders, the enduring strength of our business, and the confidence in the opportunities ahead.

Speaker #3: With that, let me turn it over to Ahmed.

Speaker #2: Thanks, Mark. And good morning, everyone. Our second quarter results reflect another quarter of disciplined execution of our strategy and progress toward our financial objectives.

Anand Kini: Thanks, Mark, and good morning, everyone. Our Q2 results reflect another quarter of disciplined execution of our strategy and progress toward our financial objectives. We delivered EBITDA growth, strong margins, and meaningful free cash flow while continuing to invest in the business to drive growth. Based on the strength of our H1 performance and our expectations for the balance of the year, we are raising our full-year outlook for revenue from $6.15 to $6.4 billion to $6.2 to $6.45 billion. For adjusted EBITDA from $1.85 to $2 billion to $1.9 to $2.05 billion. On free cash flow, we are maintaining our prior expectation of $1 to $1.2 billion to account for natural quarterly fluctuations in working capital timing. Turning to our results, total revenue for Q2 was $1.64 billion, a decline of 4% compared to the prior year.

Speaker #2: We delivered EBITDA growth, strong margins, and meaningful free cash flow, while continuing to invest in the business to drive growth. Based on the strength of our first half performance and our expectations for the balance of the year, we are raising our full-year outlook for revenue, from $6.15 to $6.4 billion, to $6.2 to $6.45 billion.

Speaker #2: And for adjusted EBITDA, from $1.85 to $2 billion, to $1.9 to $2.05 billion. On free cash flow, we are maintaining our prior expectation of $1 to $1.2 billion, to account for natural quarterly fluctuations in working capital timing.

Speaker #2: Turning to our results, total revenue for the quarter was $1.64 billion, a decline of 4% compared to the prior year. Excluding the impact of the sports engine devastature, revenue declined 3%.

Anand Kini: Excluding the impact of the SportsEngine divestiture, revenue declined 3%. Our performance reflects the resilience of our brands, strong audience engagement, and continued momentum in Platforms mitigating the secular changes in pay TV. Turning now to the components of revenue. Linear distribution revenue was $954 million, down 6% year-over-year, reflecting subscriber declines that were partially offset by contractual rate increases. These trends were consistent with the prior year's performance. Advertising revenue was $423 million, reflecting a slight 0.6% decline year-over-year compared with a 13% decline in the prior year period. The improvement was driven by strong demand across our news and sports portfolio, favorable network ratings, and additional revenue from our acquisition of Free TV Networks. Platforms was the fastest growing part of Versant, with revenue increasing to $225 million in Q2. It continues to play an important role in evolving our revenue base.

Speaker #2: Our performance reflects the resilience of our brands, strong audience engagement, and continued momentum in platforms, mitigating the secular changes in pay TV. Turning now to the components of revenue, linear distribution revenue was $954 million, down 6% year over year, reflecting subscriber declines that were partially offset by contractual rate increases.

Speaker #2: These trends were consistent with the prior year's performance. Advertising revenue was $423 million, reflecting a slight 0.6% decline year over year, compared with a 13% decline in the prior year period.

Speaker #2: The improvement was driven by strong demand across our news and sports portfolio, favorable network ratings, and additional revenue from our acquisition of free TV networks.

Speaker #2: Platforms was the fastest-growing part of Versant. With revenue increasing to $225 million in the quarter, it continues to play an important role in evolving our revenue base.

Speaker #2: Excluding the impact of the sports engine devastature, revenue increased 9%, driven by momentum at both Fandango and Golf Now. Fandango generated solid growth in tickets sold, video on demand transactions, and sales of our new cinema operating platform, while Golf Now delivered increases in US bookings, payments processed, and Golf Pass subscriptions.

Anand Kini: Excluding the impact of the SportsEngine divestiture, revenue increased 9%, driven by momentum at both Fandango and GolfNow. Fandango generated solid growth in tickets sold, video on-demand transactions, and sales of our new cinema operating platform. GolfNow delivered increases in US bookings, payments processed, and GolfPass subscriptions. We're encouraged by the performance and continued progress in scaling Platforms. Content licensing and other revenue was $43 million, which was flat year-over-year following the sharp uptick in Q1. As we have discussed previously, this category can fluctuate from quarter-to-quarter based on the timing of licensing agreements. We view content licensing as a growth area over time as there is continued demand for our own programming and library. Adjusted EBITDA for Q2 was $624 million, an increase of 3%, and reflects the breadth and depth of our audience, continued Platforms growth, and disciplined expense management.

Speaker #2: We're encouraged by the performance and continued progress in scaling platforms. Content licensing and other revenue was $43 million, which was flat year over year, following the sharp uptick in the first quarter.

Speaker #2: As we've discussed previously, this category can fluctuate from quarter to quarter based on the timing of licensing agreements. We view content licensing as a growth area over time, as there's continued demand for our own programming and library.

Speaker #2: Adjusted EBITDA for the quarter was $624 million, an increase of 3%, and reflects the breadth and depth of our audience, continued platforms growth, and disciplined expense management.

Speaker #2: Our margins remain above 30%. Turning to expenses, we are focused on managing costs while investing behind our strategic priorities. Programming and production costs were $522 million, down 9% from prior year, as we continue to deliver premium content in a cost-efficient manner.

Anand Kini: Our margins remain above 30%. Turning to expenses, we are focused on managing costs while investing behind our strategic priorities. Programming and production costs were $522 million, down 9% from prior year as we continue to deliver premium content in a cost-efficient manner. Programming costs fluctuate throughout the year, largely based on the timing of sports events. As we shared on the Q1 call, we expect sports rights costs to meaningfully increase in H2, further impacted by an increase in NASCAR races this year, our first season with the WNBA, and golf events. Each of these reflects the strength of our sports portfolio and breadth of audience. In light of this, we expect H2 programming costs to increase year-over-year, and in turn, adjusted EBITDA for Q3 and Q4 is unlikely to demonstrate growth versus the prior year.

Speaker #2: Programming costs fluctuate throughout the year, largely based on the timing of sports events. As we shared on the first-quarter call, we expect sports rights costs to meaningfully increase in the second half, further impacted by an increase in NASCAR races this year, our first season with the WNBA, and golf events.

Speaker #2: Each of these reflects the strength of our sports portfolio and breadth of audience. In light of this, we expect second-half programming costs to increase year over year, and in turn, adjusted EBITDA for Q3 and Q4 is unlikely to demonstrate growth versus the prior year.

Speaker #2: Other costs of revenue were $128 million, $1 million higher than in the prior year quarter. Increased costs due to higher transactional volumes related to our digital platforms and from our acquisition of Indy Cinema, now rebranded Fandango One, were largely offset by decreased costs from our devastature of sports engine.

Anand Kini: Other costs of revenue were $128 million, $1 million higher than in the prior year quarter. Increased costs due to higher transactional volumes related to our digital platforms and from our acquisition of INDY Cinema Group, now rebranded Fandango ONE, were largely offset by decreased costs from our divestiture of SportsEngine. Total cost of revenue, representing the sum of programming and production costs and other costs of revenue, were $650 million, down 7% from the prior year. Selling, general, and administrative expenses were $369 million, a decrease of 8% compared to the prior year. Looking ahead, we expect modest increases in SG&A as we support our growth initiatives, including the development of the upcoming MS NOW and CNBC direct-to-consumer offerings. We are focused on identifying efficiencies across our organization that will benefit 2026 and beyond, such as by optimizing our infrastructure and deploying technology to streamline workflows and improve productivity.

Speaker #2: Total costs of revenue representing the sum of programming and production costs and other costs of revenue were $650 million, down 7% from the prior year.

Speaker #2: Selling general and administrative expenses were $369 million, a decrease of 8% compared to the prior year. Looking ahead, we expect modest increases in SG&A, as we support our growth initiatives, including the development of the upcoming MS Now and CNBC direct-to-consumer offerings.

Speaker #2: We are focused on identifying efficiencies across our organization that will benefit 2026 and beyond, such as by optimizing our infrastructure, and deploying technology to streamline workflows and improve productivity.

Speaker #2: Finally, with regard to cash generation, liquidity, and capital allocation, free cash flow totaled $350 million during the quarter. As we've noted before, the timing of working capital and tax payments can create quarterly variability in free cash flow, and we anticipate higher capex in the second half of the year, largely associated with construction at our New York office facility.

Anand Kini: Finally, with regard to cash generation, liquidity, and capital allocation. Free cash flow totaled $350 million during the quarter. As we've noted before, the timing of working capital and tax payments can create quarterly variability in free cash flow, and we anticipate higher CapEx in the H2 of the year, largely associated with construction at our New York office facility. As with adjusted EBITDA, we continue to anticipate that H2 free cash flow will be lower than the H1. Despite these timing distinctions, our business model delivers strong cash conversion on an annual run rate basis. We ended the quarter with approximately $1.5 billion of cash, which, together with our strong free cash flow generation, supports our capital allocation priorities of investing in the business, returning capital to shareholders, and maintaining a strong balance sheet.

Speaker #2: As with adjusted EBITDA, we continue to anticipate that second-half free cash flow will be lower than the first half. Despite these timing distinctions, our business model delivers strong cash conversion on an annual run-rate basis.

Speaker #2: We ended the quarter with approximately $1.5 billion of cash, which, together with our strong free cash flow generation, supports our capital allocation priorities of investing in the business, returning capital to shareholders, and maintaining a strong balance sheet.

Speaker #2: Demonstrating our commitment to returning capital to shareholders, we repurchased $100 million of stock in the second quarter, under the previously announced accelerated share repurchase transaction.

Anand Kini: Demonstrating our commitment to returning capital to shareholders, we repurchased $100 million of stock in the Q2 under the previously announced accelerated share repurchase transaction. Through today, we have returned $305 million to shareholders this year through $200 million of share repurchases and $105 million in dividends. This morning, we also announced our intention to commence an additional $100 million ASR during the Q3. At the same time, we're deploying capital into long-term growth areas with investments in the MS NOW and CNBC D2C offerings, the Fandango AVOD, and on disciplined M&A, such as the recent acquisition of Full Swing. We believe Full Swing, with its clear alignment and synergy with our leading golf brands, will generate attractive financial returns and value for shareholders.

Speaker #2: Through today, we have returned $305 million to shareholders this year, through $200 million of share repurchases, and $105 million in dividends. This morning, we also announced our intention to commence an additional $100 million ASR during the third quarter.

Speaker #2: At the same time, we're deploying capital into long-term growth areas with investments in the MS Now and CNBC DTC offerings, the Fandango AVAD, and on disciplined M&A, such as the recent acquisition of Full Swing.

Speaker #2: We believe Full Swing, with its clear alignment and synergy with our leading golf brands, will generate attractive financial returns and value for shareholders. In the second quarter, we executed an advanced our strategic priorities with financial discipline, positioning us well for the balance of the year and beyond.

Anand Kini: In the Q2, we executed and advanced our strategic priorities with financial discipline, positioning us well for the balance of the year and beyond. With that, I'll turn it back to the operator for Q&A.

Speaker #2: And with that, I'll turn it back to the operator for Q&A.

Speaker #1: Thank you. We'll now be conducting a question-and-answer session. If you'd like to ask a question, please press star 1 from your telephone keypad, and a confirmation tone indicate your line is in the question queue.

Operator 2: Thank you. We'll now be conducting a question and answer session. If you'd like to ask a question, please press star one from your telephone keypad, and a confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Thank you. Our first question comes from the line of Peter Supino with Wolfe Research. Please proceed with your questions.

Operator: Thank you. We'll now be conducting a question and answer session. If you'd like to ask a question, please press star one from your telephone keypad, and a confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Thank you. Our first question comes from the line of Peter Supino with Wolfe Research. Please proceed with your questions.

Speaker #1: You may press star 2 if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys.

Speaker #1: Thank you, and our first question comes from the line of Peter Sabino with Wolf Research. Please receive your questions.

Speaker #3: Hi. Good morning, all. I wondered if you could discuss your affiliate renewals and what, if anything, about those negotiations was different than the tone of negotiations under Comcast.

Peter Supino: Hi. Good morning, all. I wondered if you could discuss your affiliate renewals, what, if anything, about those negotiations was different than the tone of negotiations under Comcast. Also, if you could answer a second question, it'd be about the direct-to-consumer expansions of MS NOW and CNBC. I wonder what data or perspective you might have on the latent demand for those brands outside of the pay TV subscriber base of today. Thank you.

Speaker #3: And then I also if you could answer a second question, it'd be about the direct-to-consumer expansions of MS Now and CNBC. I wonder what data or perspective you might have on the latent demand for those brands outside of the pay TV subscriber base of today.

Speaker #3: Thank you.

Speaker #4: So thanks, Peter. So I'll touch on the affiliate side. I mean, we had we did some deals while we were still part of NBCU in 2025, and then we had a few deals up this year.

Mark Lazarus: Thanks, Peter. I'll touch on the affiliate side. We did some deals while we were still part of NBCUniversal in 2025, then we have a few deals up this year. There was really no change in how we approached it or how the distributors approached it. We had very similar conversations. It was really about the value of our brands, the strength of our brands, what it does for them to keep their subscribers happy. The fact that we have a lot of live news and sports, we have some strong entertainment content, that we are able to deliver audiences to our distribution partners made these conversations quite similar to anything we've experienced in the past. Really, I'll call it business as usual. It was different because we were a different company, very similar conversations.

Speaker #4: There was really no change in how we approached it or how the distributors approached it. We had very similar conversations. It was really about the value of our brands and the strength of our brands and what it does to for them, to keep their subscribers happy and the fact that we have a lot of live news and sports.

Speaker #4: We have some strong entertainment content, and that we are able to deliver audiences to our distribution partners made this conversations quite similar to anything we've experienced in the past.

Speaker #4: So really, I mean, I'll call it business as usual. It was different because we were a different company, but very similar conversations. And I think we had outcomes that both we and the distributors feel very good about—that we have long-term partnerships.

Mark Lazarus: I think we had outcomes that both we and the distributors feel very good about that we have long-term partnerships. As it relates to the D2C, MS and CNBC are very strong brands with highly engaged audiences. We are creating direct-to-consumer products, not streaming products, because it is much broader than just streaming what we do on television. It is about serving those engaged audiences with content that is not just replicative of what we do on television. The strength of MS's highly engaged audience, again, already watching nine hours a week of our network, also the size and scale of the audience that may or may not be watching us each and every day, who's interested in the point of view that MS has, I think we will be able to have a strong marketplace as we enter it. CNBC already has direct-to-consumer businesses.

Speaker #4: As it relates to the DTC, these MS and CNBC are very strong brands with highly engaged audiences. We are going to we are creating direct-to-consumer products, not streaming products, because they are it is a much broader than just streaming what we do on television.

Speaker #4: It is about serving those engaged audiences with content that is not just replicative of what we do on television. So the strength of MS's highly engaged audience, again, already watching nine hours a week, of our network, but also the size and scale of the audience that may or may not be watching us each and every day, who's interested in the point of view that MS has, I think we will be able to have a strong marketplace as we enter it.

Speaker #4: CNBC already has direct-to-consumer businesses. We know that there’s a demand; we’re simply reimagining and making them stronger, and creating a destination for retail investors with a toolkit.

Mark Lazarus: We know that there's a demand. We're simply reimagining them, making them stronger, and creating a destination for retail investors with a toolkit.

Speaker #5: Yeah. And just add on, Peter, there's a couple of kind of indicators too that just reinforce what Mark said. So we've mentioned before that MS has one of the biggest YouTube and TikTok presences.

Anand Kini: Yeah. Just to add on, Peter, there's a couple kind of indicators, too, that just reinforce what Mark said. We've mentioned before that MS has one of the biggest YouTube and TikTok presences. Like outside of pay TV, we're already amassing big audiences. We have a big live events business that CNBC's had for some time, and MS now has as well. Then also, we have two publishing businesses, the kind of the website and the apps, for both MS and CNBC that amass big audiences as well. It's kind of everything Mark said. Both the CNBC subscription services and all those other things I just mentioned demonstrate there's a lot of appeal for those brands and for those businesses outside of pay TV.

Speaker #5: So, outside of pay TV, we're already amassing big audiences. We have a big live events business that CNBC has had for some time, and MS now has as well.

Speaker #5: And then also, we have two publishing businesses, kind of the website and the apps. For both MS and CNBC, that are amassed big audiences as well.

Speaker #5: So it's kind of everything Mark said. It's also it's not like both the CNBC subscription services and all those other things I just mentioned demonstrate there's a lot of appeal for those brands and for those businesses outside of pay TV.

Speaker #3: Good stuff. Thank you.

Peter Supino: Good stuff. Thank you.

Speaker #1: Our next question comes in the line of Michael Ng with Goldman Sachs. Please receive your question.

Operator 2: Our next question comes from the line of Michael Ng with Goldman Sachs. Please proceed with your question.

Operator: Our next question comes from the line of Michael Ng with Goldman Sachs. Please proceed with your question.

Michael Ng: Hey, good morning. I have two questions as well. The first on SportsEngine and Full Swing. Very encouraging to see the upgrade in revenue and EBITDA despite the disposition of SportsEngine, which I think is about a $90 million headwind to full-year revenue. My question is, how much of the guidance increase was related to Full Swing contributions, kind of net of the SportsEngine disposition versus improvements in the underlying business? Secondly, I was just wondering if you could talk about the ASR and what that means for your appetite for additional M&A, if there's any relationship. Thank you.

Speaker #6: Hey, good morning. I have two questions as well. Just the first on Sports Engine and Full Swing. Very encouraging to see the upgrade in revenue and EBITDA despite the disposition of Sports Engine, which I think is about a $90 million headwind to full-year revenue.

Speaker #6: But my question is, how much of the guidance increase was related to Full Swing contributions kind of net of the Sports Engine disposition versus improvements in the underlying business?

Speaker #6: And then secondly, I was just wondering, if you could talk about the ASR and what that means for your appetite for additional M&A, if there's any relationship.

Speaker #6: Thank you.

Speaker #4: Sure. Thanks, Mike. So both on both questions. First, let me start with the guide or guidance in your point on Full Swing. Just to be very clear, our update and guidance is not because of the acquisition of Full Swing.

Anand Kini: Sure. Thanks, Mike. On both questions, first, let me start with the guide or guidance and your point on Full Swing. Just to be very clear, our update in guidance is not because of the acquisition of Full Swing. As you know, we're getting a partial period here, given we just closed the acquisition. We looked at and we established taking our kind of outlook up was based on the entirety of the portfolio. As you know, there's a lot of like ins and outs, as you just mentioned. The SportsEngine divestiture that comes out, Full Swing comes in. No, it was not because of that. It was just much more reflecting the confidence we have in the business going forward, not only for the H2 of the year, but going forward after that.

Speaker #4: As you know, we're getting a partial period here, given we just closed the acquisition. And we looked, and we established taking our kind of outlook up was based on the entirety of the portfolio.

Speaker #4: As you know, there's a lot of ins and outs. As you just mentioned, the Sports Engine divestiture that comes out, Full Swing comes in.

Speaker #4: But no, it was not because of that. It was just much more reflecting the confidence we have the business going forward, not only for second half of the year, but going forward after that, all the results we just talked about, the momentum we have in the first half, and we see that continuing.

Anand Kini: All the results we just talked about, the momentum we had in the H1, and we see that continuing. On the second question on the ASR and M&A, I think we view our capital allocation policy, and I think we've demonstrated that, and we're going to continue to demonstrate it, is that these are ands, meaning we're going to invest to grow the business, we're going to return capital to shareholders, and we're going to maintain a healthy balance sheet. I think this quarter we executed the Full Swing transaction and we're again returning capital to shareholders both in terms of a dividend and share buyback demonstrates that, and our balance sheet remains very healthy. That principle is what we're going to continue to run this business on now and going forward.

Speaker #4: On the second question on the ASR and M&A, I think we've been we view our capital allocation policy, and I think we've demonstrated that.

Speaker #4: And we're going to continue to demonstrate it, in that these are "ands"—meaning we're going to invest to grow the business, we're going to return capital to shareholders, and we're going to maintain a healthy balance sheet.

Speaker #4: And we think, and I think, this quarter where we are, we executed the Full Swing transaction, and we're again returning capital, both in terms of the dividend and share buyback, demonstrates that.

Speaker #4: And our balance sheet remains very healthy. So that principle is what we're going to continue to run this business on, kind of now and going forward.

Speaker #6: Great. Thank you very much. Very clear.

Michael Ng: Great. Thank you very much. Very clear.

Speaker #1: The next question is from Rich Greenfield with Lightshed Partners. Please proceed with your question.

Operator 2: The next question's from the line of Rich Greenfield with LightShed Partners. Please proceed with your questions.

Operator: The next question's from the line of Rich Greenfield with LightShed Partners. Please proceed with your questions.

Speaker #7: Hey guys, thanks for taking the question. So, I bought a new Sony TV the other day, and when I was setting it up, I had, I don't know, 10 or 15 apps that were pre-installed that asked me whether I wanted to add them to my new TV setup with Google TV.

Rich Greenfield: Hey, guys. Thanks for taking the question. I bought a new Sony TV the other day, and when I was setting it up, I had like, I don't know, 10 or 15 apps that were pre-installed that had asked me whether I wanted to add to my new TV setup with Google TV. Fandango, interestingly, was one of those 15, along with other much more high-profile apps, which certainly surprised me. You've rolled out this Rotten Tomatoes app, and you've announced a Fandango kind of AVOD to sort of take on what Tubi's done. Now we've got Pluto replicating Tubi with on-demand. It seems like there's some larger strategy that you're kind of noodling on around the movie entertainment business and how you monetize it.

Speaker #7: And Fandango interestingly was one of those 15, along with other very much more high-profile apps. Which certainly surprised me. And you've been you've rolled out this Rotten Tomatoes app, and you've announced a Fandango kind of AVOD to sort of take on what Tubi's done.

Speaker #7: Now we've got Pluto replicating Tubi with on-demand. It seems like there's some larger strategy that you're kind of noodling on around the movie entertainment business and how you monetize it.

Speaker #7: Similar to sort of the golf vertical that you've gone really deep in or the finance vertical that you're going deeper and deeper into, I guess I'd just could you sort of lay out what you're thinking vision-wise or are there assets that you need to acquire to build this out?

Rich Greenfield: Similar to sort of the golf vertical that you've gone really deep in or the finance vertical that you're going deeper and deeper into. I guess, could you sort of lay out what you're thinking vision-wise, or are there assets that you need to acquire to build this out? Is it all internal? Just give us sort of a peek into what you're thinking about, because I feel like there's something there.

Speaker #7: Is it all internal? Just give us sort of a peek into what you're thinking about. Because I feel like there's something there.

Speaker #4: Sure. Thanks. I hope you clicked yes. And installed that.

Mark Lazarus: Sure. Thanks. I hope you clicked yes and installed that.

Speaker #7: I did, Mark. I did click yes. I did. I did. I promise.

Rich Greenfield: I did, Mark. I did click yes. I did.

Mark Lazarus: Okay.

Mark Lazarus: I did. I promise.

Rich Greenfield: I did. I promise.

Speaker #4: Thank you. So, listen, we start with Fandango as a very strong brand, right? And it's been widely known mostly as a movie ticket-buying service.

Mark Lazarus: Thank you. Listen, we start with Fandango as a very strong brand, right? It's been widely known mostly as a movie ticket buying service. We start with a strong brand, and as you just experienced and articulated, a large install base in the connected TV world. It pre-exists. That's a strong base to start on. Where we aspire to move this, we touched on it in our remarks, is to really create a comprehensive entertainment platform where consumers, under one brand, can find out where movies are, buy tickets to theaters, rent or buy films or TV series, watch for free at home with differentiated and exclusive content. With Rotten Tomatoes, it's really a great discovery platform. We have 50 million people coming through the Fandango or Rotten Tomatoes door in any given month.

Speaker #4: So we start with a strong brand. And as you just experienced and articulated, a large install base in the connected TV world. It pre-exists.

Speaker #4: That's a strong base to start on. Where we aspire to move this and we touched on it in our remarks is to really create a comprehensive entertainment platform where consumers under one brand can find out where movies are, buy tickets to theaters, rent or buy films or TV series, watch for free at home, with differentiated and exclusive content.

Speaker #4: And with Rotten Tomatoes, it's really a great discovery platform. We have 50 million people coming through the Fandango or Rotten Tomatoes door in any given month.

Speaker #4: And the ability for us to have expose them and transact with them on all three of those levels: free AVOD, buy or rent, TV and movies, or purchase movie tickets.

Mark Lazarus: The ability for us to expose them and transact with them on all three of those levels, free AVOD, buy or rent TV and movies, or purchase movie tickets, we think is unique that we have all three of those wrapped into one. The strength of our ability to work with all studios as an independent company, we think is also unique as others dabble in a variety of those areas.

Speaker #4: We think is unique that we have all three of those wrapped into one. The strength of our ability to work with all studios as an independent company, we think, is also unique as others dabble in a variety of those areas.

Speaker #7: What differentiates you from Pluto or Tubi? I mean, there's a lot of players. I mean, Disney yesterday said they're launching an AVOD service. Paramount said they're thinking of it for Paramount Plus.

Rich Greenfield: What differentiates you from Pluto or Tubi? There's a lot of players. Disney yesterday said they're launching an AVOD service. Paramount said they're thinking of it for Paramount+. What makes Fandango unique from a product standpoint?

Speaker #7: What makes Fandango unique from a product standpoint?

Speaker #4: I think some of the main features—some of it will end up being content for each of us. And I think our deal with the Bundesliga, where 270 Bundesliga matches will be exclusive to Fandango Stream, gives us a unique selling proposition.

Mark Lazarus: I think some of the main pieces. Some of it will end up being content for each of us. I think our deal with the Bundesliga, where 270 Bundesliga matches will be exclusive to Fandango stream gives us a unique selling proposition. More broadly than just content. We have some deals and windows for movies and TV series. Content will be one, but everyone will have an angle on that. I think our ability because of the transactional business around movie tickets and buying and renting films and TV series, our ability to target content and target advertising will be distinct. Again, that I think attached to our large install base and our independence away from all studios and our ability to work with all studios, it gives us a clear advantage.

Speaker #4: But more broadly than just content, I mean, we have some deals and windows for movies and TV series. So content will be one, but everyone will have an angle on that.

Speaker #4: I think our ability because of the transactional business around movie tickets and buying and renting films, and TV series, our ability to target content and target advertising will be distinct.

Speaker #4: And again, that, I think, attached to our large install base and our independence away from all studios and our ability to work with all studios, it gives us a clear advantage.

Speaker #7: Thank you.

Rich Greenfield: Thank you.

Speaker #4: Thanks, Rich.

Mark Lazarus: Thanks, Rich.

Speaker #1: The next question's in the line of David Carnessy with JP Morgan. Please receive your questions.

Operator 2: The next question's from the line of David Karnofsky with J.P. Morgan. Please proceed with your question.

Operator: The next question's from the line of David Karnofsky with J.P. Morgan. Please proceed with your question.

Speaker #5: Yeah, good morning. Thank you. Your linear distribution growth from the bid relative to last quarter is the seasonality. But trends on pay TV or something specific to your deals?

David Karnofsky: Yes, good morning. Thank you. Your linear distribution growth from the bit relative to last quarter, is this seasonality, better trends on paid TV or something specific to your deals? Second question, can you discuss the better trends in advertising? What networks are driving this? Is it mainly about ratings? The release also mentions the recent acquisition, which we assume is Free TV Networks. Can you maybe frame the contribution and how that's performing to date? Thank you.

David Karnovsky: Yes, good morning. Thank you. Your linear distribution growth from the bit relative to last quarter, is this seasonality, better trends on paid TV or something specific to your deals? Second question, can you discuss the better trends in advertising? What networks are driving this? Is it mainly about ratings? The release also mentions the recent acquisition, which we assume is Free TV Networks. Can you maybe frame the contribution and how that's performing to date? Thank you.

Speaker #5: And second question, can you discuss the better trends in advertising? What networks are driving these? Is it mainly about ratings? There is also mentioned a recent acquisition, which we assume is free TV networks.

Speaker #5: Can you maybe frame the contribution and how that's performing to date? Thank you.

Speaker #4: So on the I'll take the first one on the linear distribution. We were able to we have long-term deals with all of most of the operators or all the operators.

Anand Kini: I'll take the first one. On the linear distribution. We have long-term deals with most of the operators or all the operators. We just finished two more. We are not blind to

Mark Lazarus: I'll take the first one. On the linear distribution. We have long-term deals with most of the operators or all the operators. We just finished two more. We are not blind to

Speaker #4: We just finished two more. We are not blind to the normal headwinds that everyone in the industry is facing. But we are able to strike deals that allow us to mitigate some of those headwinds.

Mark Lazarus: The normal headwinds that everyone in the industry is facing. We are able to strike deals that allow us to mitigate some of those headwinds, the rest of that mitigation will come by our capital allocation and investing in our businesses, both organically and with strategic and disciplined M&A. Again, not blind to what's going on in the distribution world, but our strategy is to be able to mitigate that, and we believe we're making significant headway.

Speaker #4: And then the rest of that mitigation will come by our capital allocation and investing in our businesses both organically and with strategic and disciplined M&A.

Speaker #4: So again, not blind to what's going on in the distribution world, but we are able to our strategy is to be able to mitigate that.

Speaker #4: And we believe we're making significant headway.

Speaker #6: Great. And on the advertising question, a couple of things. The strength was pretty broad-based. Now, we have talked a lot about the power of one of our kind of hallmarks is we have a very sports and news and live event-focused kind of programming.

Anand Kini: On the advertising question, a couple things. The strength was pretty broad-based. We have talked a lot about the power, one of our hallmarks is we have a very sports and news and live event-focused programming. It's about 60% of our audience. That's the programming that's resonating very well. Mark went through the rating success we've had across the board, a lot of it in those areas. With that engagement, it has a lot of demand for marketers. I think that's a big driver. It's pretty widespread in terms of there's not one specific network or asset that's driving our strength and we're proud it's broad-based. Second part is in terms of an acquisition adding to it, the business here is Free TV Networks.

Speaker #6: It's about 60% of our audience. That's the kind of programming that's resonating very well. Mark went through the ratings success we've had kind of across the board.

Speaker #6: A lot of it in those areas. And it's with that engagement, it has a lot of demand from marketers. So I think that's a big driver.

Speaker #6: So it's pretty widespread in terms of there's not one specific network or asset that's driving our strength and we're proud it's broad-based. Second part is in terms of an acquisition adding to it and the business here is free TV networks.

Speaker #6: The underlying organic growth is what kind of drove the kind of the trend improvement. So sure, free TV networks is a business we really like, and it's contributing.

Anand Kini: The underlying organic growth is what drove the trend improvement. Sure, Free TV Networks is a business we really like and it's contributing, but that's not the driver as to why you saw the significant improvement from the prior periods.

Speaker #6: But that's not the driver as to why you saw the significant improvement from the prior periods.

Speaker #5: Great. And maybe a follow-up on Bundesliga, right? It's a novel approach to use sports mostly for a fast channel. Can you speak a bit to your strategy here?

David Karnofsky: Great. Maybe a follow-up on Bundesliga rights. It's a novel approach to use sports mostly for a FAST channel. Can you speak a bit to your strategy here?

David Karnovsky: Great. Maybe a follow-up on Bundesliga rights. It's a novel approach to use sports mostly for a FAST channel. Can you speak a bit to your strategy here?

Speaker #4: For us, and it was a unique opportunity to work with them, we've had a lot of success over the years in our previous experience.

Mark Lazarus: For us, it was a unique opportunity to work with them. We've had a lot of success over the years, in our previous experience, but even continuing in as Versant with the Premier League and with sports to drive adoption of platforms. The Bundesliga was an opportunity that we saw to create, at scale, live sports content. A significant number of hours, 6 or 700 hours of live sports, and be able to both serve our pay TV customers with premium matches on USA and create a new marketplace for ourselves in free AVOD and bring in a new group of people who may not have experienced Fandango for the services and the content that sits there now.

Speaker #4: But even continuing in as versant, with the Premier League and with sports to drive adoption of platforms. The Bundesliga was an opportunity that we saw to create at scale, live sports content, a significant number of hours, six or seven hundred hours of live sports and be able to both serve our pay TV customers with premium matches on USA and create a new marketplace for ourselves in free AVOD and bring in a new group of people who may not have experienced Fandango for the services and the content that sits there now, but trying to build circulation.

Mark Lazarus: Trying to build circulation and sports has been one of those things in the industry that has done that, and we decided that this was a smart investment in a sport that we know has a very loyal, and engaged fan base.

Speaker #4: And sports has been one of those things in the industry that has done that. And we decided that this was a smart investment in a sport that we know has a very loyal and engaged fan base.

Speaker #5: Thank you.

David Karnofsky: Thank you.

David Karnovsky: Thank you.

Speaker #1: Our next question's in the line of David Joyce with Seaport Research Partners. Please receive your questions.

Operator 2: Our next question is on the line of David Joyce with Seaport Research Partners. Please proceed with your questions.

Operator: Our next question is on the line of David Joyce with Seaport Research Partners. Please proceed with your questions.

Speaker #5: Thank you. Just a little bit more on the pending direct-to-consumer launches. Given that there's a lot of fluidity in bundling, packaging, platforms, integrating, other third parties entities, what is your view on your strategy there?

David Joyce: Thank you. Just a little bit more on the pending direct-to-consumer launches. Given that there's a lot of fluidity in bundling, packaging platforms, integrating other third parties, entities, what is your view on your strategy there? Would you be looking to partner, to help drive the subscriptions? How much do you want to lean into Peacock since they do need some more scale? Also on the advertising side, what are you doing to help with the NBC ad sales thing, and when would you want to be taking that back in-house? Thank you.

Speaker #5: Would you be looking to partner to help drive the subscriptions? How much do you want to lean into Peacocks since they do need some more scale?

Speaker #5: And then also on the advertising side, what are you doing to help with the NBC ad sales thing? And when would you want to be taking that back in-house?

Speaker #5: Thank you.

Speaker #4: So on the D2C, we're going to launch them independently to start. We do have some of our deals with our MVPD and partners allows for us to be bundled into what they're doing for customers.

Mark Lazarus: On the D2C, we're going to launch them independently to start. We do have some of our deals with our MVPD and partners allows for us to be bundled into what they're doing for customers, and we think that's an opportunity to quickly gain more subscribers and usage. We are open and having active discussions across the industry on where bundles might make sense. We think it's one of the advantages that we have as a new independent company is we're not beholden to any specific company for distribution. We can work with any and everyone, and I think over time you will see us doing just that.

Anand Kini: On the D2C, we're going to launch them independently to start. We do have some of our deals with our MVPD and partners allows for us to be bundled into what they're doing for customers, and we think that's an opportunity to quickly gain more subscribers and usage. We are open and having active discussions across the industry on where bundles might make sense. We think it's one of the advantages that we have as a new independent company is we're not beholden to any specific company for distribution. We can work with any and everyone, and I think over time you will see us doing just that.

Speaker #4: And we think that's an opportunity to quickly gain more subscribers and usage. So we are open and having active discussions across the industry on where bundles might make sense.

Speaker #4: We think it's one of the advantages that we have as a new, independent company: we're not beholden to any specific company for distribution.

Speaker #4: We can work with any and everyone. And I think over time, you will see us doing just that.

Speaker #6: Yeah. I think the next one is on working on the CSA and advertising.

Anand Kini: I think next one's on, Mark, on the CSA and advertising.

Speaker #4: Oh, on the CSA. Sorry. I lost track. So on our deal with NBC, it has been going very well. And I think if you looked at the advertising trends of what we're seeing, it's hard to deny that.

Mark Lazarus: On the CSA. Sorry. I lost track. On our deal with NBC, has been going very well, and I think if you looked at the advertising trends of what we're seeing, it's hard to deny that. We have a very strong relationship there. It does have a time. It was a 2-year deal. At the appropriate time, both sides will determine whether it makes sense to continue on or whether we should make another arrangement plan or do it ourselves. For right now, we're very much focused on partnering with them. They've been great sellers and stewards of our brands. We're going to support that, and together we'll sit down with them, and each party will determine if it's in our best interest. We're months, if not 1 year away from that determination.

Speaker #4: So we've had a very strong relationship there. It does have a time. It was a two-year deal. At the appropriate time, both sides will determine whether it makes sense to continue on or whether we should make another arrangement plan or do it ourselves.

Speaker #4: But for right now, we're very much focused on partnering with them. They've been great sellers and stewards of our brands, and we're going to support that.

Speaker #4: And together, we'll sit down with them and each party will determine if it's in our best interest. But we're months, if not a year, away from that determination.

David Joyce: Appreciate the color. Thank you.

Speaker #5: I appreciate the color. Thank you.

Speaker #4: Yes. Thanks.

Mark Lazarus: Yes, thanks.

Speaker #1: Thank you. Our last and final question is from the line of Brent Penter with Raymond James. Please receive your questions.

Operator 2: Thank you. Our last and final question is from the line of Brent Thill with Raymond James. Please proceed with your questions.

Operator: Thank you. Our last and final question is from the line of Brent Thill with Raymond James. Please proceed with your questions.

Speaker #7: Hey, good morning, everyone. Thanks for taking the questions. First one for me: what's the biggest synergy opportunity you see in Full Swing? Clearly, it fits within a portfolio of golf businesses.

Brent Thill: Hey, good morning, everyone. Thanks for taking the questions. First one for me. What's the biggest synergy opportunity you see in Full Swing? Clearly, it fits within a portfolio of golf businesses, but can you just help us understand in practical terms, what are the biggest benefits by being under the Versant roof?

Brent Penter: Hey, good morning, everyone. Thanks for taking the questions. First one for me. What's the biggest synergy opportunity you see in Full Swing? Clearly, it fits within a portfolio of golf businesses, but can you just help us understand in practical terms, what are the biggest benefits by being under the Versant roof?

Speaker #7: But can you just help us understand, in practical terms, what are the biggest benefits of being under the Versant roof?

Speaker #4: Yeah. I think quite simply, first, golf participation is growing. Our golf ecosystem of channel golf now and golf pass, we can really accelerate the adoption.

Mark Lazarus: Yeah. I think quite simply first, golf participation is growing. Our golf ecosystem of Golf Channel, GolfNow, and GolfPass, we can really accelerate the adoption. It comes in a couple of forms, right? First will be just marketing. We'll be able to market the product to commercial entities and to consumer users very simply through Golf Channel, GolfNow, and GolfPass. Second big piece would be we have a massive GolfNow sales force who talk to golf courses and golfers every single day, and they will now have another product that they can sell into those establishments. Those are things that Full Swing, as successful as it is and excited as we are, we can instantaneously add to their exposure and their sales team. We're very excited about that sort of opportunity. Oftentimes in M&A, people talk about synergy being about cost.

Speaker #4: It comes in a couple of forms, right? First will be just marketing. We'll be able to market the product both for commercial to commercial entities and to consumer users.

Speaker #4: Very simply, through golf channel, golf now, golf pass. Second big piece would be we have a massive golf now sales force. Who talk to golf courses and golfers every single day.

Speaker #4: And they will now have another product that they can sell into those establishments. So those are things that full swing has successful as it is and excited as we are.

Speaker #4: We can instantaneously add to their exposure and their sales team. And so we're very excited about that sort of opportunity and oftentimes in M&A, people talk about synergy being about cost for us.

Mark Lazarus: For us, this is about revenue synergy.

Speaker #4: This is about revenue synergy.

Speaker #7: Got it. And you all continue to execute on these M&A opportunities. Is there a limit on size you're willing to entertain for M&A? Mark, earlier you used the word "disciplined" and you all have been committed to leverage levels.

Brent Thill: Got it. You all continue to execute on these M&A opportunities. Is there a limit on size you're willing to entertain for M&A? Mark earlier used the word disciplined, and you all have been committed to leverage levels. If something larger comes up, what's the willingness either through the balance sheet or through equity to take advantage of that?

Brent Penter: Got it. You all continue to execute on these M&A opportunities. Is there a limit on size you're willing to entertain for M&A? Mark earlier used the word disciplined, and you all have been committed to leverage levels. If something larger comes up, what's the willingness either through the balance sheet or through equity to take advantage of that?

Speaker #7: But if something larger comes up, what's the willingness either through the balance sheet or through equity to take advantage of that?

Speaker #6: So, I think on the question, Brent, we've been, as capital allocation, we've talked about our leverage—1.25, that ratio being our North Star.

Anand Kini: On the question, Brent, as capital allocation, we've talked about our leverage, one to five, that ratio being our North Star. Anything we do, if we were to be below or above it, you would expect us, and we expect ourselves to get back to that in relatively quick order. I think, again, that question about, we would never say we're going to exclude considering something. It would have to go through our discipline process, make sure it adds value to shareholders, that we're going to be a great buyer. Some of the synergies, for example, that Mark talked about in Full Swing, we look at that about the unique value we add on any potential deal we do.

Speaker #6: So anything we do, if we were to be below or above it, you would expect us and we expect ourselves to kind of get back to that in relatively quick order.

Speaker #6: So I think, again, that question about we would never say we're going to exclude considering something. It would have to go through our discipline process, make sure it adds value to shareholders, that we're going to be a great buyer.

Speaker #6: Some of the synergies, for example, that Mark talked about in full swing, we look at that about the unique value we add on any potential deal we do.

Speaker #6: And then in terms of kind of capital structure and capital allocation, again, it's going to have to align with those three principles about growing our business, evolving our business model, enabling us to maintain a healthy balance sheet and most importantly, driving value to shareholders and enabling us to return capital to shareholders as well.

Anand Kini: In terms of capital structure and capital allocation, again, it's going to have to align with those three principles about growing our business, evolving our business model, enabling us to maintain a healthy balance sheet, and most importantly, driving value to shareholders and enabling us to return capital to shareholders as well.

Speaker #4: And I think hopefully we've proven that. And we have capacity because of the way we've managed to date.

Mark Lazarus: I think hopefully, we've proven that. We have capacity because of the way we've managed to date.

Speaker #7: All right. Thanks, guys.

Brent Thill: All right. Thanks, guys.

Brent Penter: All right. Thanks, guys.

Speaker #4: Thank you.

Mark Lazarus: Thank you.

Speaker #1: Thank you. Ladies and gentlemen, thank you for participation. This does conclude today's teleconference. You may now disconnect your lines at this time and have a wonderful day.

Operator 2: Thank you. Ladies and gentlemen, thank you for participation. This does conclude today's teleconference. You may now disconnect your lines at this time. Have a wonderful day.

Operator: Thank you. Ladies and gentlemen, thank you for participation. This does conclude today's teleconference. You may now disconnect your lines at this time. Have a wonderful day.

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