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Operator: Ladies and gentlemen, thank you for standing by. Welcome to the Q4 2022 E.W. Scripps Company Earnings Conference Call. I will now turn the conference €“ for today’s call, we will begin with Carolyn Micheli, Head of Investor Relations. Please go ahead.

Carolyn Micheli: Thanks, Alan. Good morning, everyone and 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 and actual results may differ. 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 is 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.

Included in our earnings release are the reconciliations of non-GAAP financial measures to the GAAP measures reported in our financial statements. We will hear this morning from Chief Financial Officer, Jason Combs, then Scripps’ Chief Operating Officer, Lisa Knutson; and then Scripps President and CEO, Adam Symson. Here is Jason.

Jason Combs: Thanks, Carolyn. Good morning, everyone and thank you for joining us. I am going to start today with a quick look back at the fourth quarter of 2022. Then I will give guidance for the first quarter at the division level and guidance on a few items full year, including our expectations for distribution revenue, which includes retransmission revenue. I will conclude with a deeper look at our recently announced reorganization and how much we expect to safe. For the fourth quarter, Scripps delivered $681 million in revenue, up 9% from Q4 of 2021 and $204 million in segment profit, up 21%. The quarter included $112 million of total company political advertising revenue to cap our record year for a midterm election of $208 million.

We are pleased that the local broadcast industry once again dominated election spending with a 55% share of political ad dollars. Local Media revenue was up 24%, driven by political advertising as well as distribution revenue. Core advertising revenue was down 11%, in line with our guidance, primarily due to political ad displacement. Distribution revenue was up 5% to $160 million. Local Media expenses increased less than 5% from the year ago quarter and excluding programming costs, expenses were up less than 1%. Local Media segment profit was $152 million. Turning to the Scripps Networks division, revenue for the fourth quarter of 2022 was $248 million that was down about 9% from the prior year quarter, reflecting softness in the national advertising marketplace.

Networks segment expenses were $168 million, in line with the prior year quarter. As of fourth quarter, we have cycled through investments we made to launch three networks over the year. Segment profit for the networks was $80 million. In Other we reported a loss of $6 million, which includes the spend for our national marketing campaign to promote consumer digital TV antenna use. Shared services and corporate expenses came in at $21 million. The company realized Q4 income from operations of $0.84 per share. As of year end, cash and cash equivalents totaled $18 million. Our net debt at quarter end was $2.9 billion and our net leverage was 4.7x per the calculation in our credit agreements. During 2022, we redeemed a total of $171.5 million of the outstanding principal on our senior notes and made principal payments on our term loan totaling $100 million.

In addition, we made mandatory principal payments of $18.6 million on our term loans. So our total reduction in gross debt in 2022 was $290 million. And in the 2 years since the ION acquisition, we have paid down nearly $900 million in debt. Now looking ahead, I’d like to give guidance for the first quarter of 2023. We expect total Local Media revenue to decrease in the mid single-digit percent. We expect local core ad revenue to be down in the high single-digit percent range. Excluding the impact of the Olympics and Super Bowl, Q1 core revenue is expected to be down only mid single-digits year-over-year. We expect Local Media expenses to be flat, aided by divisional expense controls as well as a moderation in network programming costs. In the Scripps Networks division, we expect revenue to be down high single-digits and expenses to be up high single-digits driven by higher distribution and programming fees.

First quarter shared services costs are expected to be about $24 million. We expect about a $3.5 million operating loss in other in Q1, inclusive of the cost of our free TV campaign. I will conclude the guidance with a few full year items. We expect our gross distribution revenue to grow in the low-teens percent range for the full year of 2023 as we renegotiate fees for about 75% of our cable and satellite TV households. We expect net distribution dollars to grow more than 30% this year. We expect capital expenditures of $75 million to $85 million, that’s higher than our normal run-rate, because it includes one-time cost to build out a new facility in Denver, where we divested of the prior building. We expect cash interest this year of between $180 million to $190 million, cash taxes of $40 million to $50 million, and depreciation and amortization of $155 million to $165 million.

We did not have any required pension contributions this year. Given the ongoing uncertainty in the macroeconomic climate as well as the implementation of our reorganization plan, we will not be giving a full year free cash flow guide or leverage outlook. I do want to reiterate, however, that our top capital allocation priority remains debt pay down. On January 5, the company announced plans to reorganize with two goals to centralize roles in departments across the organization, while preserving our commitment to serving our audiences with quality journalism and programming and to create better ability to deploy our resources across the enterprise so that we can both build and respond quickly to growth opportunities. At this time, we expect to realize at least $40 million in annual savings from the reorganization.

We expect those savings to be mostly operationalized in the first half of 2024. We expect to record restructuring charges this year as we begin to implement those savings. Former Scripps Networks’ President, Lisa Knutson, was appointed as Chief Operating Officer and is leading our reorganization efforts. She is also now responsible for overseeing both of our operating divisions. I will turn it over to her to share highlights from Local Media and the Scripps Networks operations and then Adam will discuss our strategies around the reorganization.

Lisa Knutson: Thanks, Jason and good morning everyone. It’s my pleasure to be here in my new capacity as COO. I have held many roles at Scripps, including Networks President, Chief Financial Officer and Chief Strategy Officer. I led the organizational design work to spin-off Scripps Networks Interactive in 2008 and to spin-off our newspaper group in 2015. And I led the integration of ION that launched our very profitable Scripps Networks division. I have spent the majority of my career focused on helping to ensure that Scripps succeeds and perpetuates in its always evolving consumer media ecosystem. And I am committed to executing this new transformation for the benefit of all group stakeholders. I am focusing my comments today on highlights from the current quarter advertising environment for both Local Media and Scripps Networks.

The current macroeconomic climate continues to put pressure on TV advertising and you will see that reflected in our outlook. The first quarter already tends to be the lowest revenue quarter of the year and the pressure on the ad market didn’t start until the end of first quarter last year. In addition, in the Local Media segment, we have a tougher comp in core advertising, because our first quarter of last year included nearly $9 million in Winter Olympics advertising as well as the Super Bowl in our 11 NBC stations. This year, with no Olympics and the Super Bowl on 4 Fox stations, we missed out on about $7 million in revenue. Excluding the impact of the Olympics and the Super Bowl, Q1 €˜23 core revenue is expected to be down mid-single digits year-over-year.

Our top Local Media core advertising categories by total dollars for the first quarter look to be services, automotive, retail, home improvement and gambling. Only two of the five automotive and home improvement were up in January. Our Local Media distribution revenue picture is exceedingly strong for this year. As you know, we are renewing about 75% of our legacy pay television households. And we expect growth distribution revenue to grow in the low-teens percent range this year and net distribution dollars to grow more than 30%. Our third Local Media line political, we expect to be on par this year with the last two off-cycle election years. Special elections and a Wisconsin state Supreme Court race are driving the first quarter activity and the back half will pick up with what we expect to be competitive state-wide elections in Kentucky, Louisiana and Virginia.

Now, let’s turn to the Scripps Networks segment revenue picture for the first quarter. We continue to feel pressure in the direct response marketplace, which has historically been resilient and makes up about 40% of our total ad revenue. The direct response ad market is sensitive to inflation, because it causes consumers to tighten their discretionary spending. So, the eventual easing of inflation pressures will help us there. The scatter market also has been soft and we are seeing the advertisers buy ads closer and closer to air dates. However, we are confident that our strong portfolio of network brands our broad distribution on every viewing platform and our full nationwide audience reach, positions us well to capitalize when the national ad market rebounds.

And despite the macroeconomic challenges, our Connected TV revenue remains a bright spot for us. We continue to aggressively launch our network brands across all the big CTV platforms, including Samsung TV Plus, Roku, Fubo TV, Pluto, Freevee, VIZIO Watch Free and Tubi. These launches drove a revenue run-rate going into 2023 of more than $100 million and we are projecting Connected TV revenue in 2023 to increase about 45% over 2022. In addition, we continue to realize significant opportunity our networks have with the growth of virtual MVPDs. During this quarter, ION, Scripps News and Bounce joined core TV and being available to the full YouTube TV subscriber base and we are planning to launch additional free ad-supported or FAST channels in the coming months.

We are very pleased that we have been able to parlay our acquisitions of ION and Katz Networks into a thriving portfolio of news and entertainment brands. Owning those broadcast networks has allowed us to optimize the monetization of our spectrum, while at the same time capitalizing on the burgeoning connected TV ecosystem. These network brands are now easily found on any viewing platform and they are delivering a range of demographics that are attractive to advertisers. I would now like to share a few programming highlight for the division. Our Nashville television station, WTVF, News Channel 5 have recently won a prestigious National DuPont Journalism Award for an investigation of Tennessee’s state legislative proceedings. We are very proud of the work to shine a light on a secretive process where lawmakers were doing the bidding of well-financed special interest.

As a result of our investigation, the Tennessee State House has created a system to make amendments publicly available before votes. At Scripps Networks, total primetime viewership for the total portfolio was up 8% in 2022 versus 2021. ION continues to be a top 5 broadcast network and a top 10 ranked network among all Nielsen-measured TV networks. And even in the face of declining linear viewing, ION has actually moved up in rankings from 2021. In fact, all of the Scripps Networks that were Nielsen measured in 2021 moved up in rankings in 2022. On balance, our dramedy Johnson continues to draw strong ratings and critical acclaim. We are bringing back the show for a third season this summer. And we are very excited to be launching a new comedy on Bounce called Act Your Age, which premieres on March 4.

The show stars well-known actresses, Kym Whitley, Tisha Campbell, and Yvette Nicole Brown and is already receiving terrific media reviews. I’d like to end my remarks with a comment on our mission and social responsibility. Scripps believes Americans want and need news and information coming from journalists who strive to base their reporting on facts and not perspective or opinion. Everyday, our local and national news teams are out in their communities covering the issues that matter most to their audiences with an even hand. So we are very proud that Newsy now called Scripps News has been recognized by NewsGuard for serving news consumers and advertisers with objectivity, providing a trusted news source for audiences and a brand-safe place for advertisers is good business for us and central to our mission.

And now here is Adam.

Adam Symson: Thanks, Lisa and good morning everybody. Before I discuss our company transformation, I’d like to address the horrific tragedy this week in Orlando, where a TV news reporter was shot and killed and his photographer critically injured during the shooting spree. These journalists were shot while sitting in their car at the scene of a crime covering their local community. I hope all Americans can appreciate the efforts journalists make every day to keep them informed. Sometimes this involves putting themselves at risk and I assure you that Scripps takes great precaution to keep our people safe, including continually reviewing our safety measures and guidelines for field staff. Our hearts go out to the families and coworkers of these journalists as well as all of the other reporters who are on the scene and we thank them for their service to the public and the first amendment.

In the last 5 years, Scripps has undergone two major transformations. The first in 2017 drove more than $30 million in cost savings through restructuring. We exited radio and created a platform of scale in local television. The second 2 years ago came after we exited digital audio and podcasting for tremendous returns and bought ION Media, an acquisition that catalyzed the creation of our profitable portfolio of national news and entertainment networks and opened up tremendous future opportunity to monetize spectrum in new ways. We have had three guiding principles for both transformations: the first to improve our near-term operating performance; the second, to set the company on a path of continued growth in the media marketplace; and finally, to perpetuate our mission of journalism and stewardship in service to the American people.

Last month, we announced the start of a third transformation. And today, I’d like to walk you through the significance of that initiative to improve our margins, fuel our growth and best leverage the strength of our platform to serve Americans the critical journalism they need, the live sports day Crave and the premium entertainment they want to effortlessly enjoy. Unlike the layoffs and downsizing you are currently seeing in the tech and media space driven by the soft economy and over commitment to subscription streaming and the pull forward of revenue from the pandemic, we are not cutting costs reactively. Quite the opposite, what is driving us is a proactive plan that recognizes the power of our distribution platform and Scripps’ commitment to capitalize on the chaos and the media marketplace to drive greater profit from the disruption, again, in support of our mission to serve the American people.

As Jason said, we expect to take $40 million of costs out of the organization over the coming year or so. We will start by reorganizing the company to reduce redundancy across the operating businesses as well as centralizing roles and consolidating management. Yes, that will absolutely improve our operating profile. But more importantly, the new leadership structure will allow us to more effectively focus our resources across the enterprise to execute against our strategic objectives and to grow enterprise value. With local television stations that stretch coast to coast and the collection of broadcast, cable and streaming networks that reach every American on any distribution platform, our two operating segments are far more alike than dissimilar.

We are already realizing new ways to create value across the enterprise by leveraging the strength of our assets under this new alignment with Scripps News, original programming, advertising sales and soon live sports. The transformation will continue from there as we better leverage cloud-based technology to improve the efficiency and efficacy of our products for audiences and advertisers. That will include inside our newsrooms local and national as we commit to better, more relevant and higher-quality journalism enabled through better technology. As you will begin to see clearly, these moves are about positioning us for the future. As investors will know, linear television is under pressure. Pay TV subscriber counts continue their decline.

The American audience is so fragmented that no one platform or service can capture the majority of them. and Wall Street is awake to the reality that SVOD services are never going to generate the margins that mainstream media has delivered. Linear TV is evolving, and this is where Scripps sees our opportunity. in linear television as the most powerful television reach platform, connecting the biggest audiences around news, live sports and entertainment, often now free to the consumer. Several quarters ago, I told you that we were operating with an all of the above strategy, resolved to pursue the growth of our over-the-air broadcast, distribute further and wider on connected TV and, of course, benefit from the incumbency of pay TV. All three are the distribution platforms of linear television.

And it’s in that all of the above strategy where we see opportunity for Scripps platform in live sports. And I got to say, as we sit here today, witnessing the implosion of the RSN business model, it’s also why Scripps Sports has been getting a very warm reception in that marketplace. Our ubiquitous over the air, pay TV and connected TV reach through ION and the Scripps Networks has immense appeal for leagues looking to build new and consistent franchise viewing events across the national footprint. For us, we see the right live sports as an unparalleled opportunity to drive the value of our linear television streams even higher. Locally, live sports will draw young new audiences to our brand as fervent fan deploy digital antennas to watch their favorite local teams for free again.

And if direct-to-consumer revenue is to be a material part of the future for leagues and teams €“ they realize that they’ll need a partner like Scripps with broad audience reach. Like live sports, news is also a critical content genre that defines linear viewing. News by its very nature is watched with urgency and timeliness, not on demand. Our recently rebranded national network, Scripps News, is the nation’s only 24/7 news network over the air, while also being fully deployed on connected TV services. But that’s just the beginning for Scripps News. We’re reaffirming our commitment to local journalism and expect to further integrate Scripps News content and brand within our local stations in order to support our local newsrooms and their responsibilities to the communities they serve.

Over the years, you’ve asked me, are there natural synergies between your national news products and local stations? And under our reorganization plan, the answer is a resounding yes. And it will bring along better local and national journalism. So you see the company restructuring is a means to an end to become leaner, more agile and more focused. We are realigning the way we see our collection of assets, not just as two healthy businesses that as one enormously powerful distribution platform the largest holding of broadcast spectrum configurable to deliver local market depth and maximum national reach and drive new enterprise value in today’s ever-changing media ecosystem. I’ve been very fortunate to work with the team that knows how to deliver results.

And all along, we have done what we have said we would do. Now as we embark on this latest transformation, we will do so again, improving the company’s operating performance realigning to capture greater opportunity and drive growth and all the while keeping our mission of service to the American people at the center of what we do. And now operator, we’re ready for questions.

Operator: Our first question will come from Michael Kupinski with Noble Capital Markets. Go ahead.

Michael Kupinski: Thank you for taking the questions and good morning. In terms of the $40 million in savings, Adam, which division will see the largest impact of those savings, I was just wondering if you could just give us some color on how that will fall?

Jason Combs: Yes. So at this time, we’re not providing any breakdown between the various segments. But what I will tell you is the savings is in across a variety of buckets, including external spend, technology structure and employee costs and I think that will €“ as we move on to future earning call feel provide a little bit more detail there, but at this time, we’re giving that out.

Michael Kupinski: Okay. Thanks, Jason. In terms of the Scripps Network expense in the first quarter, I thought we were going to see some margin improvement in this division beginning in the fourth quarter, which we did see. Do the distribution and programming fees largely hit the first quarter €“ can you kind of give me some color on the expense increases in the first quarter and the outlook for the expenses for the balance of the year and whether you might expect margin improvement for the division for the year?

Lisa Knutson: Yes. Mike, it’s Lisa. So we do have some distribution expenses hitting in first quarter. As we announced, we’ve been launching across multiple CTB platforms and virtual MVPDs. So that is definitely. And it takes a little bit of time to ramp up the revenue once you’ve launched those €“ across those platforms. I would say, second, first quarter, we do have a couple of programming items, including, as I mentioned in my prepared remarks, we’re launching a new comedy in March, there is some marketing expenses associated with that as well. So those are strategic investments that we’ve certainly have been a part of our strategy, and we continue to €“ I do think you’ll see us get back to margin improvement as the economy improves related to both the ramp-up of our CTV and virtuals but also, hopefully, here in the latter half of the year.

Michael Kupinski: Got it. And then in terms of €“ you gave us your first quarter guidance, and I appreciate that. But €“ can you kind of give us a sense of whether or not you see advertising building or are you still seeing softness as we head into the second quarter?

Lisa Knutson: Yes. Q1 revenue is largely facing the same pressures that we’ve been talking about for the last few quarters and certainly that our peers are talking about. I would say direct response advertising is probably taking a bit harder hit than the general market or scatter market. We do despite the economic climate some sort of bright spots is that our CPMs are growing. So I think as advertisers return and continue to spend we think, hopefully, in the latter half of the year, our rates are growing, which is, I think, bodes well for improvement as the economy improved.

Michael Kupinski: Great. Thank you. That’s all I have. Thank you.

Operator: We will go next to the line of Craig Huber with Huber Research Partners. Go ahead.

Craig Huber: Yes. Hi, thank you. A few questions, if I could, please. Just a broad question for you guys. On the economic front, given all the markets you guys are in around the country stuff, what is your sense on how the U.S. economy is doing now? Are the trends that are getting worse in your mind versus, say, how you were feeling 3 months ago as you look at your operations and talk to your advertisers, etcetera, out there? How do you feel in the economy right now?

Lisa Knutson: Craig, it’s Lisa. I would categorize it more from a national marketplace in a local marketplace. I do think the national ad climate is more under pressure than our local markets. Certainly, our local businesses on the local media side make up about two-thirds of our core advertising and they have held up much better than our national advertising spend. I would say with inflationary pressures, geopolitical, those sorts of things, those are the types of pressures that are on the national business, whether that’s being sold in our local markets or at Scripps Networks.

Craig Huber: And then just second is a similar question from before. You’re up for your cost, your Scripps Networks up high single digits year-over-year in the first quarter. I assume you’re not saying you’re expecting that sort of rate of increase of costs for the remainder of the year? How do you think about that?

Jason Combs: No, Craig, we don’t anticipate that to be the trend for the full year.

Craig Huber: Okay. And then my depict question. Your subscribers for your retrans subs, you’ve been saying that we’re down mid-single digits, I believe, in recent quarters year-over-year net of OTT benefit? How did that track in the fourth quarter, please?

Jason Combs: Yes. So similar to what we said last quarter, we are still tracking down mid-single digits on a net basis, which aligns with both past modeling and our future modeling.

Craig Huber: Okay. Great. And my last question, if I could. On the €“ I’m trying to bring in some sports programming here in the coming quarters. And €“ how are you feeling that’s going to fit into your portfolio in terms of where it’s going to slot in at? I mean is some of that going to be in the prime-time schedules so you lose out on the prime time? Are you allowed to do that? I mean how are your contracts written here? Or you can try and slot it in some of the CW stations that you have? Just walk us through the strategy or how you’re sort of thinking about that, please. And also, what sort of sports are you trying to go after?

Adam Symson: Really, really good ones. Sure. From €“ it depends on what they are talking about league or team. If we’re talking about team, we’re mostly talking about the use of our independent stations or second stations in our markets in order to accommodate, I would say the teams transition at the moment of transition, they are all experiencing as we witness the implosion of the RSN model. So that’s really not an issue of a big four local station. It’s much more an issue of an independent opportunity. If we’re talking about leads, remember that the interesting thing about ION is we not only control all of the programming decisions. We also control all of the affiliates. And so we have the ability to bring sports onto our platform on the weekends, in prime, in whatever way we think makes sense for both the league benefit and for our benefit.

And so you’ll see us use our distribution, and this is sort of what I was getting at in my prepared remarks, use our distribution to reach large audiences for the benefit of the leagues and for the benefit of the economics of our company.

Craig Huber: Great. Thank you, guys.

Adam Symson: Thanks, Craig.

Operator: We will go next to Steven Cahall with Wells Fargo. Go ahead.

Steven Cahall: Thanks. Maybe first, Adam, just to continue on that line of questioning, as you see this opportunity to pursue more sports and particularly sports at the national level, can you just talk about how you think about the cost model of that? I think I’ve kind of picked up that you’re not looking to just underwrite sports the way media companies have traditionally. So is there scope out there with leagues and teams for revenue-sharing arrangements or what are some of the business models here where you can bring ION into this, but also kind of keep risk low?

Adam Symson: Yes. I mean, look, both from a local and national perspective, we believe that we brought a model to the marketplace that allows both the leagues and teams to mitigate the risk they are looking to do as well as to take advantage of our distribution. The new model is a little bit like the marketing funnel model, where in order for you to create the most value at the bottom of the funnel, whether that bottom of the funnel component includes sports betting, ticket sales, merchandise and D2C, the top of the funnel requires immense reach, and that’s exactly what we deliver. And that’s exactly why we’re getting such a good reception in the marketplace. Because the leagues realize that going to a D2C only strategy isn’t necessarily going to serve them well over the long haul.

It’s interesting because I think a lot of sort of investors or maybe even the uninitiated have worried that this marks some sort of chasing of sorts for us from an economics perspective. It’s not at all that right? I think what we’re really talking about is that live sports is the most valuable content genre when it comes to drawing in and retaining the largest audiences to live linear TV. That’s why it makes so much sense for us and in turn, live sports, don’t forget, accounts for more than its fair share of the marketplace’s ad dollars per programming or viewed. And what I think is important to realizes that what we are bringing to the market is a new model that the leagues and teams can get behind because they understand it’s about balancing both the revenue that they bring in as well as the reach in order for them to create greater value at the bottom of the funnel.

Steven Cahall: Great. And then I’ve got just two more. So maybe next just for Jason, on the €˜23 net retrans guide is the up 30% or low 30s net distribution dollars. Is that the same as net retrans or is there any difference there? And that seems like a pretty low year for reverse comp. So just wondering how you’re thinking about that?

Jason Combs: Yes. So yes, it is. It is net retrans, as we’ve talked about in the past on these calls from a local media perspective. And €“ we do €“ we talked for a while about the net distribution margin net retrans margin and the timing of that really driving are being driven by the timing of network renewals and pay TV households. And this year, it definitely comes up very much in our favor. We do have 75 €“ around 75% of our pay-TV households renewing and locked in all of our affiliate agreements last year at what we would say is very moderated increases versus what we’ve seen historically. So that €“ all of that leads into that growth in net distribution dollars, which as you would assume, also drives a significant improvement in that distribution margin.

Steven Cahall: Yes. Thanks. And then just lastly, you mentioned Carriage on YouTube TV €“ does Scripps have the ability to negotiate its local stations as well directly with vMVPDs. I think your broadcast peers not and that’s problematic for them with Paramount potentially renewing YouTube and May after the Fubo deal. So I’m just wondering if your national networks give you a different relationship with vMVPDs than some of your peers? Thank you.

Adam Symson: Yes. I think they certainly do give us the opportunity to have a different relationship. We’ve chosen thus far to continue negotiating with the networks. Look, I mean, first of all, Fubo is a pretty immaterial virtual MVPD distributor. I would say that the negotiation between the networks and the affiliate boards are all about ensuring that the affiliates receive the proper value for the local signal. And there is no question that the virtual MVPDs and their customers want the local feeds. So we just need to receive fair compensation. I would just remind investors that €“ these are not existential issues or existential negotiations. And I would think investors would be pleased that we are really seeking fair value.

But this is an example of where the regulatory framework needs to catch-up to reality. The virtual MVPDs need to be considered MVPDs just like cable and satellite because I mean, what’s the difference whether the programming comes in over IP or cable or satellite or coax or fiber, it’s essentially the same business. And broadcast affiliates should have the wherewithal to negotiate directly with the virtual MVPDs for the distribution of our signal with the networks out of the way.

Steven Cahall: Great. Thank you.

Adam Symson: Thanks, Steven.

Operator: And next we will be going to the line of Nick Zangler with Stephens. Go ahead.

Nick Zangler: Yes. Hey guys. Just following up on that last note on fuboTV. Can the business model continue to operate as it is so long as the retrans fee, I guess that you get from the networks are satisfactory to you, or is this impact that’s going on right now, is this part of just a hard push to shift the models that you do negotiate directly with the vMVPDs going forward? Just how do you see this impact kind of playing out as vMVPDs continue to grow their subs?

Adam Symson: That’s a shrew question to which I have no comments. I mean look, I mean again, we expect fair value in the distribution of our signals whether they are to traditional MVPDs or virtual MVPDs.

Nick Zangler: Got it. Okay. And then I did €“ if you don’t mind, I want to be a little bit more granular I guess on some of the trends that you are seeing in the ad market. Just kind of across our checks, if you look at the last few months, what we have seen is a very weak December, a soft start to January, but then from maybe that mid-January period onward, the checks have kind of suggested that week-after-week-after-week, ad spend continues to be improving. And so I guess my pulse would kind of be a sequential improvement coming out of what could be a trough period in late December and January. Just curious if that hyper-granular level, you would agree or if you are seeing anything different or if there is anything to parse out on the national versus local side?

Lisa Knutson: Yes. Let me start with local and then I will jump to Scripps Networks. So, I think as I mentioned, certainly, the local ad sales marketplace has been in our top five categories. We have seen some that are up and some that are down in fourth quarter and continuing in January. So, a couple of bright spots that we, I think talked about last year. Automotive was up in fourth quarter by 24%. And we also had €“ home improvement services were up in the 10% range. And those two trends continued into January. So, we were really pleased to see the resiliency there on the local side. I would say some of the other categories that are maybe more impacted by inflationary pressures, things like services and retail sales have lagged a bit both in fourth quarter and what we are seeing trending in first quarter.

I would also say, we are definitely seeing different levels of momentum certainly between categories going forward. But as the economic forecasts are looking better in the back half of the year, we do see those improvements. I would also say very similar to the national ad marketplace, we are seeing ads placed closer to air dates. And so that hampers visibility a bit into the first quarter, but definitely see it coming in. But again, those guys are a little bit late. I would say on the national side, so on the Scripps Networks side, some bright spots. I talked about the CTV category and the growth that we are going to see this year in CTV is growing 40%, plus 40% versus 2022. So, that is a bright spot for us. And then I would say while the scatter market has been soft, we are seeing some signs of improvement.

There is an uptick, certainly in activity, what’s in our pipeline and working business. And we have had advertisers that have been sort of sitting on the sidelines, come back in January, starting in January. So, those are some €“ a little bit of green shoots and some bright spots that we are seeing certainly on the national side.

Nick Zangler: Well, that’s super helpful. We have heard that too sitting on the sidelines coming back in January. Last one for me. Your perspective on RSNs, you guys mentioned it, is this model just headed for extinction? Is it broken? Why doesn’t it work? And just in your view, high level, what is the best solution for local sports content distribution?

Adam Symson: Yes. I mean the model is headed for extinction. There are likely to still be survivors in the largest of large markets, potentially where there is a co-ownership model. But fundamentally, even if things were economically different for the RSNs and we weren’t talking about the current situation that you are reading about in the news. The fact is that these teams and leagues need more distribution than just pay TV, and they need more ways to continue to reach their audiences. So, the artisan model is broken because RSNs have traditionally essentially been an arbitrage business, sitting between an MVPD and a content creator or a sports team owner. And today, with pay TV declines as they have, the model just doesn’t simply work.

There is just not enough subs to sustain the kind of revenue that the teams have gotten in the past. The antidote for this, the answer is this new model that’s potentially even nonexclusive, but that brings the best of what broadcast television can be, which is over-the-air and pay TV and the potential for additional direct-to-consumer upside for these teams. So, that’s €“ I mean to me, the fundamental opportunity is for these teams and leagues to recognize that they can balance getting the reach they need to ensure that their sports, their teams, their €“ are well set up for the future with fans while also generating the kind of audiences that will create the revenues that will support the infrastructure they need to have a competitive team.

Nick Zangler: Great stuff guys. Thank you. Appreciate it.

Adam Symson: Thanks Nick.

Operator: We will go next to the line of Dan Kurnos with Benchmark Company. Go ahead.

Dan Kurnos: Thanks. Good morning. Adam, this is such a sports call. I do want to stick with that for a second because maybe it helps frame the conversation around how many markets do you have in sort of prime sports markets where you have multi stick that you could just scale up. And obviously, we have kind of skirted around it, but I will just say DSD skip the payment, right? So, we are at like a few weeks away from spring training here. And it feels like MLB in particular, might get a little bit panicky and your phone might start to ring a little bit more. So, like how much does it matter if the reach gets involved, obviously, the right situation and MLB is a little bit more complex than it is in, say, NBA or NHL. Is this kind of framing up if you guys become part of that equation, like is there a way to get more involved on the B2C side, or would you just be primarily on the distribution reach side and they can figure out their own decrease?

Adam Symson: No. Look, I mean I think it depends on €“ every deal is different. And I think what we have learned about the RSN model is that the cookie cutter, one model for every market, every team, it simply doesn’t work that way anymore. I would tell you the phone has already been ringing off the hook on a variety of fronts. From your question of which markets are we actually well set up to do this in €“ the fact is there are the markets today that you see us already owning duopoly in or a second station. And then there are the markets today where we have additional optionality because of our ownership of an ION stick. So I would not necessarily limit the opportunity for Scripps to just the stations that today fit inside the portfolio of local media.

So, in my prepared remarks, I was really talking about how we are thinking about the best and highest use of our distribution or our broadcast spectrum, looking at our assets as one collection. And what I am talking about is the ability for us with the right circumstances to actually serve the needs of a local team, even if today, you don’t see us having a local duopoly, but we might have a second station already in the form of an ION stick. And there are ways for us to preserve ION’s national reach and the very good margins and economics of the ION model while standing up new revenue streams, new opportunities on the local side. So, with respect to the different teams, look, I think they are all working together. I mean I don’t mean the teams are working together.

I mean the leagues from what I see, the leagues and the owners are working really well collaboratively together in order for them to identify ways to solve the problems that the team owners have. It’s in everybody’s best interest, including the American people and the fans that we don’t allow live sports to become a pure D2C product. It won’t be €“ it won’t work for the economics of the leagues. It won’t work through the economics of the teams, and it definitely won’t work for the economics of the American people.

Dan Kurnos: Yes. That’s why €“ I mean, I was trying to phrase my question to stick, not specifically duopoly for that reason, Adam. I am just trying to get a sense of how many prime markets you have beyond just your local duopoly, so we can kind of follow-up on that later.

Adam Symson: A whole line, I mean if you look at the footprint, if you look at ION’s footprint, okay, you will recognize that in many markets, we have a tremendous amount of distribution real estate, and that gives us tremendous optionality. We are always looking at making sure we are using that distribution to create the greatest value for the company and for shareholders. And that’s what’s behind this restructuring and reorganization. It’s not a cost-cutting exercise. It’s truly a reorganization of the company to identify the way we see our assets instead as really the largest and most ubiquitous distribution platform that this country has.

Dan Kurnos: Maybe just follow-up on network spend and just that your comp actually gets a lot easier in 2Q, and I know that the macro is still netting, so it was not like you are out of the woods. But I am just trying to understand that you gave us really good color on CTV and CTV growth. You have got new launches. You have got new carriage. Just trying to kind of piece all this together in balance out, I know there is no full year guide, but it feels like there should be generic outperformance relative to the national framework because of some of those puts and takes and then even beyond that without any sports upside, I am just trying to get a sense of how much kind of organically first incremental growth you are going to have this year relative to whatever the macro is doing?

Lisa Knutson: Yes. So, I do think the back half of the year, the economy improves. I do think that we are well positioned for upside opportunity in the ad marketplace. I mean we €“ with the distribution that we have across virtual MVPDs, CTV. And certainly, in my prepared remarks, I talked about the strength of ION as a top five broadcast network, but also a top 10 of all Nielsen rated, Nielsen-measured networks, we are really well positioned to capitalize on an improving economy. So and as I said, ubiquitous distribution, which is driving some of what you are seeing certainly in the €“ my remarks on CTV. So, as the year unfolds, I think it’s going to be first quarter is going to be soft as we have indicated with our guide, but improving, as I mentioned before, some of the green shoots around the scatter market and certainly what we are seeing in some of our general market, people coming back into the marketplace, which is also a positive sign.

Dan Kurnos: Got it. That’s helpful. And just last, I mean I don’t know, your retrans guide was your gross guidance is better, I thought than what we and consensus had in €˜23. So, it sounds like rate barring perhaps Mr. Ergen, who thinks TV is going the way the newspaper looking reproduce papers is still on a very solid trajectory. And on the flip side, your Q4 programming costs were substantially below what we would have thought and in Jason’s commentary, the outlook is it’s got to be sort of implied that there is only modest growth here. So, the virtual issue notwithstanding, it feels like you guys €“ I don’t know what you have embedded in there for subs, but is there any way to kind of view what you think on a 3-year or 5-year air what sort of net growth looks like?

Jason Combs: So, I don’t think we are going to give anything out that goes out 3 years or 5 years. We are extremely pleased with the guide we gave this year, both on the growth side and the net side. And we €“ beyond this year, obviously, we have a big reset this year. We do have a little over 20% renewing next year as well in the first €“ at the end of the first quarter. So, that will be another catalyst next year on top of, as we said, a different or a moderation in network programming expense.

Adam Symson: Yes. Look, it’s a very different story than our peers.

Dan Kurnos: Yes. No, Jason, just can you just €“ sorry, on color, can you just give us the cadence of the renewal for the 75 and the 20?

Jason Combs: Yes. It’s about 50% at the end of Q1, about 30% at the end of Q2 and then the other 20% is kind of spread through end of Q3 and Q4.

Dan Kurnos: Thank you.

Operator: We have a follow-up question from the line of Craig Huber with Huber Research Partners. Go ahead.

Craig Huber: Yes. Hi. I am just trying to €“ curious on the virtual MVPDs, do they represent roughly 20% of your retrans subs? That’s my first question. And my second one is, for your local TV stations, what’s the update on the percentage of the viewers that consume your local content over the year, please?

Jason Combs: So, on your first question, yes, they are around 20% of our sub base, the virtuals are.

Adam Symson: Based on market-to-market, it really depends. You have a market like Phoenix, which is a high OTA market. You are going to see a much greater percentage of the station’s content being consumed OTA. I mean OTA is continuing its impressive growth. I mean I think about at this point, a third of homes are considered digital antenna homes that is that they use a digital antenna exclusively or along with broadband. That continues to grow. It grew last year. We have seen in the testing that we have been doing and in the spend that we have been doing that demand for free television has never been higher. I mean demand for digital antennas hasn’t been this high since €“ before cable. And I think inflation has a lot to do with that. I think the content growth and S5 universe has a lot to do with that. And I think some of the work we are doing to continue to catalyze the growth of the OTA marketplace will continue to impact that.

Craig Huber: That’s great. Thank you.

Adam Symson: Thanks Craig.

Operator: We have no further speakers. We have no further questions in queue at this time.

Carolyn Micheli: Terrific. Thank you, Alan. Thanks to everyone for joining us today on today’s earnings call. Have a good day.

Operator: Ladies and gentlemen, that will conclude your conference call for today. Thank you for your participation and for using AT&T Event Teleconferencing. You may now disconnect.