Nexstar Media Group, Inc. (NXST) Earnings Call Transcript & Summary

Good day, and welcome to Nexstar Media Group's Third Quarter 2026 Conference Call. Today's call is being recorded. I will now turn the conference over to Joseph Jaffoni, Investor Relations. Please go ahead, sir.

Thank you, Nicole, and good morning, everyone. I'll read the safe harbor language, and then we'll get right into the call. All statements and comments made by management during this conference call other than statements of historical fact, may be deemed forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. . Nexstar cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those reflected by the forward-looking statements made during today's call. For additional details on these risks and uncertainties, please see Nexstar's annual report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission and Nexstar's subsequent public filings with the SEC. Nexstar undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. With that, it's now my pleasure to turn the conference over to your host, Nexstar Founder, Chairman and Chief Executive Officer, Perry Sook. Perry, please go ahead.

Thank you, Joe, and good morning. We appreciate everyone joining us today to discuss our record third quarter financial results. Mike Biard, our Chief Operating Officer; and Lee Gliha, our Chief Financial Officer, are with me as always this morning. Nexstar achieved the highest quarterly net revenue in the company's history of $2.13 billion as well as record third quarter adjusted EBITDA of $770 -- $756 million and free cash flow of $433 million. These results reflect the TEGNA acquisition as well as continued strength in distribution and advertising revenues, highlighted by record third quarter political advertising revenue. With election day now behind us, we can now report on the results of what proved to be a record-breaking election cycle for Nexstar and TEGNA with combined net political advertising revenue reaching an all-time high of $1.1 billion, representing an increase of 31% versus 2022 and 29% versus 2026. Our broad and diversified footprint, which covered more than 80% of the contested election markets, positions us to capture political advertising demand as spending shifted throughout the cycle. In particular, Ohio, Texas, California, Michigan and Maine were among our strongest performing markets. This was Nexstar's first election cycle managing all political advertising sales internally, and the results demonstrate that we not only capitalized on a strong overall political cycle, but we anticipate that we also gained market share through our enhanced systems, our coordination and especially our execution. In terms of the overall industry, broadcast television once again demonstrated its strength as the most effective platform for packs, candidates and political parties to reach voters in local markets, accounting for more than half of total political ad spend in 2026 based on the early estimates. While we heard some concerns that the Supreme Court's decision to extend lowest unit rate protections to political parties could negatively impact revenues, our results suggest the opposite. Access to UR pricing and greater flexibility to coordinate with candidates appear to have driven increased political party spending on local broadcast television. Historically, broadcast has underindexed in political party spending relative to other media but early indications suggest that this trend may have begun to reverse in this election cycle. Moving on to the bottom line. In the first 9 months of 2026, Nexstar generated $1.1 billion in adjusted free cash flow, allowing the company to reduce debt by $786 million and returned $171 million to shareholders through dividends while continuing to fund investments in local news and sports programming. Subsequent to quarter end, we repaid another $525 million in debt, bringing our year-to-date debt reduction to $1.3 billion as of today. Turning to our distribution business. In the third quarter, we successfully completed key distribution negotiations without any service interruptions, reinforcing the value that Nexstar's leading broadcast and fast-growing cable news programming brings to our distribution partners and their customers. Distribution revenue continues to grow on a combined basis and legacy Nexstar's gross and net distribution guidance remains intact. We believe that broadcasters and Pay-TV distributors share a common interest in the long-term health and sustainability of the Pay TV ecosystem. We remain focused on producing and acquiring high-quality programming that viewers value and that drives engagement across the Pay TV platforms. On the advertising side, excluding the estimated impact of political advertising revenue, third quarter combined nonpolitical advertising revenue came in better than expected, declining low single digits, reflecting the strength of our digital strategies and our wide broadcast audience. Turning to the CW. The network remained the ninth most watched ad-supported television network in total day with a 9% year-over-year increase in viewership. In addition, the CW delivered its largest sports audience ever on August 30 with the New Mexico State versus Florida State College football game averaging 1.96 million viewers in prime time. In fact, over the course of the weekend, the network attracted over 15.4 million viewers added by the NASCAR O'Reilly Auto Parts Series rights from Daytona as well as WWE and XT Heat Wave. With our successes to date, we continue to expand the CW sports programming portfolio with the addition of the San Diego County Credit Union Point Settable and the Holiday Bowl as well as a new agreement with the National HotRod Association, to broadcast the final 7 races of the season of the Mission Foods dry racing series beginning in September of 2027. With these additions, the CW will air almost 800 hours of sports programming annually. The CW has doubled its share of broadcast network college football programming year-over-year, and the network now accounts for approximately 20% of all college football programming aired on all broadcast networks. Our programming strategy centered on live sports and entertainment continues to deliver results. And yes, we still expect the CW to achieve its first profitable quarter in Q4 of this year. At News Nation, the network continues to distinguish itself through its commitment to objective fact-based reporting and balanced perspectives, maintaining its momentum with total viewers in September '26 growing 9% over the comparable prior year period. Year-to-date, News Nation has delivered the strongest audience growth among major news networks outperforming FOX News, CNN and MSNow with total day viewership increasing 34%. The momentum at the CW and News Nation carried into a strong '26, '27 upfront, where we achieved single-digit growth in both pricing and volume and expanded our advertiser base. Our performance reflects the strength of our diversified platform, including the expansion of sports programming on the CW, increased viewership at News Nation and our ability to leverage Nexstar's near nationwide local television footprint to deliver a national unwired network for our advertisers. Looking ahead, we will continue to execute our playbook to drive long-term shareholder value while enhancing the programming products and services that make Nexstar a leading choice for audiences and advertisers and an essential partner to networks and distributors. With that said, now let me turn the call over to Mike Biard. Michael?

Thank you, Perry, and good morning, everyone. I'll begin with a brief update on the regulatory and legal environment as there have been a few developments since our last earnings call. On October 1, 2026, the SEC released its report and order, repealing the national ownership cap and replacing it with a case-by-case review process. The order is awaiting publication in the Federal Register and Rules -- and the new rules are expected to take effect 60 days after that publication. On November 17, 2026, the U.S. Court of Appeals for the Ninth Circuit will hear our appeal challenging the federal judge's preliminary injunction that prevents Nexstar from integrating with TEGNA Inc. Our brief speak for themselves. But in short, we're seeking to narrow the scope of the preliminary injunction to the 31 of 53 DMAs where TEGNA and Nexstar each have Big 4 stations and where the plaintiffs claim the alleged harms may occur. The appeal also seeks to dismiss the states from the case given their failure to articulate a plausible theory of injury to a sufficiently large number of their residents. Now turning to our operating review. Nexstar's consolidated financial results for the 3-month period ending September 30, 2026, include TEGNA results for the full quarter, while the comparable 2025 period reflects only Nexstar's legacy business units. Last quarter, we posted supplemental financial information on our website detailing the historical quarterly combined results of Nexstar and TEGNA, and I will also be referencing the combined results of the company based on that information. As Perry called out, Nexstar delivered record third quarter net revenue of $2.13 billion, an increase of $935 million or 78% compared to the prior year, primarily due to $765 million of revenue from TEGNA and higher advertising and distribution revenue from our legacy business units. On a combined basis, net revenue increased 15.4% year-over-year, driven primarily by political advertising and distribution revenue. Third quarter distribution revenue of $1.09 billion increased $382 million or 53.9% compared to the prior year quarter and primarily reflects $351 million of revenue from TEGNA and $31 million higher revenue from our legacy business or 4.2%, that's due to increased rates, growth in VMVPD and streaming subscribers and the addition of CW affiliations -- affiliations on certain of our stations, partially offset by MVPD subscriber attrition. On a combined basis, distribution revenue increased 2.1% year-over-year as growth in legacy Nexstar distribution revenue was offset in part by a decline in TEGNA distribution revenue. Revenue from virtual MVPDs and other streaming platforms, including services such as Paramount Plus, Peacock and Fox One continues to grow and now represents a low teens percentage of our distribution revenue. These revenues are recognized on a net basis and provide an increasingly meaningful contribution to our distribution business. During the quarter, Nexstar completed multiyear affiliation agreements to extend its FOX, CBS and CW affiliations. TEGNA also completed multiyear affiliation agreements to extend ABC and CW affiliations. Year-to-date, the CW Network has successfully negotiated agreements representing more than 3/4 of the network subscriber base on favorable terms. In addition, we migrated 8 affiliations to Nexstar and Nexstar partner-owned stations where we have more favorable and direct monetization opportunities. Inclusive of all these factors, as Perry mentioned, we have no changes to the original 2026 distribution guidance we provided for legacy Nexstar, which we reiterated last quarter as well. Advertising revenue of $1.02 billion increased $547 million or 114.9% over the comparable prior year, primarily reflecting $405 million in TEGNA advertising revenue and a $163 million increase in political advertising revenue at legacy Nexstar, offset in part by lower nonpolitical advertising partially due to crowd out from political advertising. In total, Q3 political advertising revenue was $317 million, a 15% increase versus combined Q3 2024 levels and a 44% increase versus combined Q3 2022 levels. On a combined basis, nonpolitical advertising was down 5% for the same reasons I just mentioned, partially offset by incremental revenue from the impact of the FIFA World Cup in the quarter and strong local digital revenues at legacy Nexstar. Top-performing categories included gaming and sports betting and banks, savings investments, and bottom performing categories included medical/health care, home repair and manufacturing and auto. For the fourth quarter, including TEGNA on an as combined basis, nonpolitical advertising is expected to decline high single digits, impacted by political crowd out. In positive news on the rating side, comScore released its inaugural score report in August which measures advertising exposure as opposed to viewership only by platform across broadcast, cable and streaming reflecting the importance of broadcasting to the overall advertising ecosystem. The comScore report shows that broadcast represents the highest share of advertising exposure at over 43%, followed by cable at 34.5% and streaming by 22.3%. In terms of media ownership, Nexstar ranks third in terms of total ad exposure time at 9.3% behind only Fox and Google. The enduring value of the broadcast platform is further underscored by its broad reach and continued relevance to viewers. For example, now entering its fifth season of Thursday Night Football and Amazon Prime, more than 50% of the viewers in the local markets of the participating teams continue to launch the games on broadcast television rather than Prime. It's a similar story on Monday night with more than 50% of the Monday Night Football audience watching on ABC rather than ESPN. And that phenomenon is even more pronounced on Sunday nights with only 10% to 11% of Sunday Night Football viewers estimated to watch via Peacock rather than NBC. These results again reinforce the unparalleled reach and audience appeal of broadcast television. Simply put, we continue to see broadcast as the bedrock of every successful distribution strategy that's premised on maximum reach. At CW, we are further extending that reach through innovative digital distribution partnerships. In August, we launched a dedicated CW hub on the Roku Channel, expanding next-day streaming and monetization opportunities with more than 800 hours of entertainment content. Also in August, we launched CW Sports on the ESPN Unlimited app, extending our audience reach and enabling incremental viewership across all our live sports programming, which is already delivering an estimated low single-digit percentage increase in the CW Sports audiences. With our local footprint, the CW's growing sports and entertainment lineup and News Nation's rising audience, it's clear that Nexstar has the scale and relevance that viewers, advertisers and distribution partners desire. And with that, it's my pleasure to turn the call over to Lee Ann for the remainder of the financial review.

Thank you, Mike, and good morning, everyone. Mike gave you most of the details on the revenue side and the CW. So I'll provide a review of expenses, adjusted EBITDA, adjusted free cash flow, along with a review of our capital allocation activities. Third quarter direct operating and SG&A expenses, excluding D&A and corporate expenses, increased by $488 million, driven primarily by the acquisition of TEGNA, offset by a low single-digit percentage reduction in recurring legacy Nexstar operating expenses. Third quarter recurring cash operating expenses on a combined basis were flattish. Third quarter -- Q3 2026 total corporate expense was $105 million, including noncash compensation expense of $20 million and onetime costs of $28 million compared to Q3 2025 total corporate expense of $68 million, including noncash compensation expense of $19 million and onetime costs of $23 million. The $37 million increase is primarily due to the acquisition of TEGNA, increased litigation costs, certain accounting adjustments and other onetime costs. Q3 2026 amortization of broadcast rights included in our definition of adjusted EBITDA was $87 million, an increase of $15 million from $72 million in the third quarter of 2025, primarily due to the TEGNA acquisition and timing of programming at the CW. On a combined basis, amortization of broadcast rights was up approximately $6 million year-over-year. Putting it all together, on a consolidated basis, third quarter adjusted EBITDA was $756 million, representing a 35.4% margin, an increase of $398 million from the 2025 third quarter of $358 million. TEGNA operations accounted for $243 million of this gain with the remainder due primarily to the political cycle. On an as combined basis, Q3 2025 adjusted EBITDA, including TEGNA, would have been $496 million. Moving to the components of free cash flow and adjusted free cash flow. Third quarter CapEx was $46 million, an increase of $16 million from $30 million in the third quarter last year, primarily again due to the TEGNA acquisition. On a combined basis, third quarter CapEx in 2025 was $41 million. Third quarter net interest expense was $186 million, an increase of $92 million from the third quarter of 2025 due primarily to increased interest expense associated with the debt incurred to facilitate the TEGNA acquisition. Third quarter operating cash taxes were $63 million. Cash programming payments were higher than amortization costs by $12 million as we prepaid for certain programming airing in Q4 and in the future, and we received a $4 million distribution from the Food Network. Putting this all together, consolidated third quarter 2026 adjusted free cash flow was $443 million versus last year's $166 million. Looking ahead, we're currently projecting CapEx and capitalized software in the $58 million range in Q4. Fourth quarter cash taxes are estimated in the $120 million range. Q4 interest expense is expected to be in the $183 million range given the impact of increasing SOFR despite debt reductions. In Q4 '26, payments for programming are expected to be in excess of amortization by about $20 million. Turning now to capital allocation in our balance sheet. Together with the cash from operations generated in the quarter and cash on hand, we've returned $58 million to shareholders in the form of dividends. Consistent with past commentary, we made no repurchases instead using excess cash to repay $350 million of debt. Nexstar's outstanding balance as of September 30, 2026, was $11.4 billion, an increase from $6.3 billion at year-end, reflecting the impact of the TEGNA acquisition. Our cash balance at quarter end was $446 million. Because we designated the CW as an unrestricted subsidiary and loss -- the losses associated with the CW are not accounted for in our calculation of leverage for purposes of our credit agreement. In addition, our credit agreement allows us to include the adjusted EBITDA of TEGNA as if we acquired the business on the first day of the period presented to add back onetime expenses related to the deal and any operational restructuring and to include the impact of the synergies we expect to realize within 18 months of the close of the transaction, which would be September '27. In early July, we learned that the trial on the merits of plaintiffs claims is set for July 6, 2027, but given the limited time between the resolution of the trial on September 27 date, we removed the synergies from the leverage calculation. If conditions change, we can revisit this assessment and calculation. As such, our first lien covenant ratio as of September 30, 2026, for the last 8 quarters annualized, was 3.03x which is well below our first lien and only covenant of 4.75x. Our total net leverage for Nexstar was 4.04x at quarter end, a reduction of 0.18x from last quarter. Given the combined strong political year cash flow of the company, subsequent to quarter end, we repaid an additional $525 million, bringing year-to-date total debt repayment to $1.3 billion in total of debt over 20% of the debt we incurred to fund the acquisition of TEGNA earlier this year. With that, I'm going to open up the call for questions. Operator, can you go on our first question.

[Operator Instructions] Our first question comes from Dan Kurnos with Stone -- with StoneX.

Great. Obviously, first, congrats on the strong quarter across the board, guys. Two for me. Mike, appreciate the regulatory update. I guess now that we're post election, do you think that perhaps some of the more politically motivated parties, aka, the AGs you don't seem to understand your business are more likely to be able to be dealt with in one way or another. And if you guys are successful in narrowing the injunction, help us think or what that could mean from your vantage point from the process from here? And then, I guess, relatedly, Perry, in your prepared remarks, you seem to intimate that a deal got done in Q3 with DIRECTV. Now I don't know if or what you can share in terms of additional color given that they had originally turned down the November 30 extension. So just maybe if you can say anything if this was an extension, a full renewal or I know you can't go into specifics, but just any color there would be super helpful.

Yes. Thanks, Dan. I'll take both of those. Let me start with the last 1 first. I don't want to comment on any specific agreements, although as we did mention in the commentary, we did renew every agreement that we had up during the quarter without any disruption. And the agreement that you mentioned in particular, we did successfully conclude. So let me move to the first question with respect to the regulatory environment. Listen, from your list to God deers in terms of the impact of the election being behind us and maybe taking some of the political pressure or various pressures and dynamics that we think have been relevant to what's going on with our case. Out of the mix, we certainly hope that will be the case. It takes 2 to dance. So we'll see how that shakes out going forward. And specifically with respect to the preliminary injunction and our appeal of that. Again, as I mentioned in the remarks, we have -- the appeal is really a two-pronged appeal. One is to narrow the scope of the appeal. And then the other is more relevant, I think, to the question you just asked on the political pressures is to eliminate the states from the case entirely. We'll see what happens on that with the oral argument here in 1.5 weeks or so, I guess, a little under 2 weeks. And then it will take some time, obviously, before we get a ruling from the panel on that. But we're optimistic. We certainly think that if you read the paper, both our moving papers and the opposing papers, the merits of the argument on our -- entirely on our side, and we're looking forward to resolution of that.

Our next question comes from Aaron Watts with Deutsche Bank.

I have 2 questions, if I may. The first around core advertising with the election now behind us. Can you talk a little bit more about what you're seeing and hearing from the environment, The remainder of this year and into early 2027, perhaps highlight any verticals that are moving around, including auto, given the high fuel prices, lingering macro uncertainties, et cetera. And then, I guess, relatedly, could you help us think about the benefits you had this year from strong cyclical sporting events like World Cup and Olympics, that won't be in the cards for next year?

Yes. So I don't -- there's nothing that particularly standing out one way or the other on categories. I think it's been that way for a little while. I think we were pleasantly surprised with the performance of our nonpolitical advertising once we've adjusted out crowd out in the third quarter. And so have -- are feeling fairly good about the outlook with respect to the political advertising. We did have a positive impact in the third quarter given our strong Fox footprint from the World Cup, which was -- I would say, it wasn't in the double-digit millions, but it was a strong number that will not repeat again next year. And then from the Olympics perspective, that will -- we'll have to wait for another time to provide sort of specifics around that expectation. But we do, obviously, account for that when we see it.

Okay. And Lee Ann, if I could ask one more question pointed maybe in your direction on capital allocation. You've certainly delivered on paying down debt since TEGNA closed. Looking ahead, does that paydown remain a priority? And is there any target we should think about, whether that's absolute dollars or a leverage level that you're aiming for with those efforts? And when you reach that one could priorities change?

Aaron, we said many, many, many times and the commentary is not different today. Our focus is to continue to repay debt. That's our use of our excess cash is going to go to repay debt. We're going to be focused on that. Our -- we know our shareholders like our total leverage to be closer to 3% than to 4. And so that's our objective. There is no specific bright line test once we get to this number, that's -- we're done. We don't have anything like that. Everything will have to be analyzed at the time when we bring our leverage down, and we'll have to look at what does the market bear, what are the best uses of our capital, and where do we want to put that. And you've seen what our strategy has been historically, which is after an acquisition, we first used our cash flow to repay debt. We continue to pay our dividend. And then once we get to sort of a leverage level that we feel comfortable and that gives us enough flexibility to do what we need to do from an M&A perspective or otherwise on a go-forward basis, we then look to redirect that excess cash flow to other uses. If stock repurchases makes sense at that point, that's what we would look to do.

Our next question comes from Patrick Sholl with Barrington Research.

I was curious if you could provide a little bit more detail on the effect that sports is having on the ad trends and just like the -- I guess, with the kind of sequential change from the crowd out from like the minus 5% to the high single-digit decline, obviously, it's mostly driven by Croda, but like with the increase in political, is there anything kind of like sports program or anything else in there that's kind of helping to drive to support that? .

Look, I think sports programming has had a positive impact on overall viewership of broadcast television. And so that obviously has a positive impact. But I wouldn't say that -- and that's obviously a key driver of advertisers like to be in and around where there's a lot of viewership and a lot of -- in sports does drive that. But I wouldn't necessarily say that's the main -- the main reason for the -- for our guidance with respect to advertising revenue.

Okay. And then just again, also with the election in the rearview mirror, aside from the national ownership cap that you mentioned in your prepared remarks. Is there any sort of sense on what sort of like the priorities would be going forward on the FCC on additional deregulatory efforts around or additional rule-making around like the broadcast sector. .

Sure. Well, there's an open proceeding at the FCC related to the Quadrant review that would deal with local ownership in market deregulation for both TV and radio and I certainly wouldn't want to speak for the Chairman, but I do believe his intent would be to move on that report and order coming out of the Cordero to further deregulate radio and television in -- within the local markets. And we're hopeful that, that happens perhaps before the end of the year. I think beyond that, we continue to be in dialogue with the FCC regarding ATSC 3.0 and the transition to next-gen transmission, which would enable a better viewing and listening experience for the consumer as well as and probably more importantly for investors, ancillary use of the spectrum for non-video uses that could open up a plethora of new services to offer to businesses and advertisers and viewers in the local community. So we continue to advocate for all of those changes at the FCC level. I don't think anything changes in terms of the commissioners intent to continue to free broadcasting from the regulatory shackles that are not incumbent on any other media provider and to encourage a continued robust local journalism, which is what we're all about as a company, obviously, and so I look for him to continue to further his aim during the remainder of this administration.

Our next question comes from Jason Bazinet with Citibank.

I did have a legal question. If someone was going to try and challenge the lifting of the 39% ownership cap, is the right way to think about that, that it has to actually go into effect, meaning, I think you said 60 days after it's put in the Federal Register. Could they do it now? Or could they do it after it's officially filed but before it goes into effect. I'm just trying to gauge sort of what risk, if any investors should sort of think about when we might know if someone is going to challenge it?

Yes. Until the -- as we say in Schoolhouse Rock, until the bill becomes law, which would be the publication in the Federal Register. There's really no law to challenge. So that would be the time at which those opponents would come out, I would imagine an attempt to challenge the challenge the rule-making. But until that time, all you have is circulation and idle chatter. .

Our next question comes from Steven Cahall with Wells Fargo & Company.

I have kind of a slew of questions on political. So just wondering if there's anything that you think was unique about this cycle. I think it's up 30% over 2022. I want to ask you to comment on 2028 but just trying to think about whether this is like a new normal for the industry or whether the growth rate might have been elevated this cycle because it was a little lower in 2022. And also, do you think that lowest unit rate brought in more political dollars net of the core displacement. Do you think it was like somewhat neutral? Do you think it was negative? I'm getting the sense it was probably a positive, but would love to get your commentary? And lastly, the $1.1 billion, I think that was for the cycle. So just wondering if you could help us with what 4Q looks like for political?