Core Insights - Haystack News has launched an affiliate program aimed at empowering creators and publications to earn revenue by sharing their platform, which offers trustworthy and diverse news coverage [1][2] Group 1: Affiliate Program Highlights - The affiliate program includes over 400 trusted news partners, enhancing the personalized news experience for viewers while rewarding partners for promoting the service [2] - Creators can earn a $10 payout for each new Haystack News Premium subscriber they generate, along with access to custom affiliate links and dashboards for tracking performance [7] Group 2: Joining the Program - Creators and publications can apply to join the affiliate program through the Haystack website, with approval typically taking less than 24 hours [3] - Once approved, affiliates can start earning immediately after their custom link goes live [3] Group 3: About Haystack TV - Haystack TV is a free, ad-supported streaming platform that provides personalized local, national, and global news coverage, available on major streaming platforms and devices [4][6] - The platform offers access to local news for 98% of U.S. households and much of Canada, featuring hundreds of trusted local broadcasters and top national and global news partners [5] Group 4: User Experience - Haystack News delivers personalized newscasts with a neutral editorial model, allowing viewers to control their news mix [8]

Core Viewpoint - The broadcast television industry is facing pressure to consolidate due to declining pay-TV subscriptions and the rise of streaming services, with companies like Sinclair and Nexstar actively pursuing mergers to enhance profitability and negotiating power [1][5][6]. Group 1: Industry Dynamics - Nexstar Media Group announced a proposed $6.2 billion acquisition of Tegna, which would combine over 260 broadcast stations across the U.S. [1] - Sinclair Broadcast Group made a hostile offer to acquire E.W. Scripps after acquiring nearly 10% of the company [2][11]. - Broadcast station owners are experiencing profitability challenges as the number of traditional pay-TV subscribers decreases, with retransmission fees accounting for 33% to 50% of their annual revenue [4][5]. Group 2: Consolidation Efforts - The need for consolidation among broadcast station owners is driven by the desire to cut duplicate costs and increase scale, especially as major media companies plan their own mergers [6][21]. - Sinclair has been seeking acquisition targets for nearly a year and has engaged in discussions with potential partners, including Gray Media and Scripps [8][9][11]. - Sinclair's acquisition discussions with Scripps faced complications due to governance and cultural issues, particularly regarding the conservative politics of Sinclair's controlling family [14][15]. Group 3: Regulatory Environment - The FCC currently restricts any one company from owning broadcast stations that reach more than 39% of U.S. TV households, which poses a challenge for Nexstar's acquisition of Tegna [21][22]. - Sinclair believes its proposed merger with Scripps would easily gain regulatory approval, while Nexstar's deal may require lifting or waivers of existing FCC rules [22][23]. - The Department of Justice has been slow in approving deals in the industry, adding another layer of complexity to potential mergers [25]. Group 4: Market Reactions - Scripps adopted a shareholder rights plan, or "poison pill," in response to Sinclair's acquisition proposal, aiming to protect shareholder value [16][17]. - Concerns have been raised about potential insider trading related to Sinclair's stock purchases of Scripps, given the nondisclosure agreement signed during early deal discussions [18][20]. - Industry advocates argue that lifting ownership caps would allow local broadcasters to invest in journalism and compete effectively in the evolving media landscape [30].

Core Viewpoint - The E.W. Scripps Company has adopted a limited-duration shareholder rights plan in response to an unsolicited acquisition proposal, aimed at ensuring all shareholders receive full value and protecting them from coercive tactics [1][2]. Summary by Sections Adoption of Rights Plan - The rights plan is effective immediately and will expire one year from its adoption date, specifically on November 26, 2026 [4]. - The plan allows Scripps to issue rights to shareholders, which will not be immediately exercisable but will be attached to the Class A common shares and common voting shares [3][4]. Purpose and Mechanism - The rights plan is designed to protect shareholders by allowing the board time to evaluate the acquisition proposal and explore other strategic alternatives [2][3]. - If an acquiring person gains beneficial ownership of 10% or more of the Class A common shares, existing shareholders can purchase additional shares at a 50% discount to the market price [4]. Grandfathering Clause - Existing ownership percentages of any person or group owning 10% or more of the Class A common shares prior to the rights plan announcement will be grandfathered, but any increase beyond 0.10% after the announcement will trigger the rights [5]. Company Overview - The E.W. Scripps Company is a diversified media entity, operating over 60 local TV stations across more than 40 markets in the U.S. and providing quality local journalism [6].

Core Viewpoint - The E.W. Scripps Company has received an unsolicited acquisition proposal from Sinclair, Inc., and the company's board will review it to determine the best course of action for shareholders and stakeholders [1][2]. Company Overview - The E.W. Scripps Company is a diversified media company and one of the largest local TV broadcasters in the U.S., operating over 60 stations in more than 40 markets [3]. - Scripps provides quality local journalism and reaches households nationwide through various national news outlets and entertainment brands, including Scripps News, Court TV, ION, and Bounce [3]. - The company is the largest holder of broadcast spectrum in the nation and serves professional and college sports leagues with significant market reach [3]. Board's Response - Scripps shareholders are not required to take any action at this time, as the board will evaluate the unsolicited proposal in consultation with legal and financial advisors [2]. - The company intends to refrain from further comments on the proposal until the board's review is complete [3].

Summary of E.W. Scripps Company FY Conference Call (November 18, 2025) Company Overview - **Company**: E.W. Scripps Company (NasdaqGS: SSP) - **Industry**: Media and Broadcasting Key Points M&A Activity - Sinclair has reported an 8% stake in E.W. Scripps and is considering a merger, described as a "bear hug" by the analyst [3][4] - E.W. Scripps was engaged in discussions with Sinclair regarding a potential merger but did not reach an agreement, leading to the cessation of talks [4][6] - The complexity of transactions involving family-controlled public companies with highly leveraged balance sheets adds challenges to M&A discussions [7] - There is significant financial benefit to be gained from local broadcast consolidation, with potential synergies estimated at $300 million, representing a 30% uplift to combined forward EBITDA [10][11] Advertising and Market Performance - E.W. Scripps reported a strong Q3 performance with a 2% increase and a Q4 guidance of 10%, attributed to effective sales execution and a strong sports strategy [18] - The company anticipates continued growth in the first half of the next year, although potential headwinds are expected in the latter half due to political crowd-out effects [19] - The company is optimistic about the upcoming political advertising cycle, with a strong competitive footprint in key races [20] Retransmission Revenue - E.W. Scripps is preparing for a significant retransmission renewal year in 2026, with 70% of its subscriber base renewing [24] - The company expects to see a decrease in affiliate expenses moving forward, which could positively impact net retransmission revenue [25] Cost Management and Technology - E.W. Scripps has focused on managing expenses, achieving a mid-single-digit reduction in local media expenses year-over-year [46] - The company is leveraging AI and technology to streamline operations and reduce costs, particularly in production and back-office functions [47][48] Balance Sheet and Deleveraging - E.W. Scripps has completed several asset sales, including a $40 million sale of a Fort Myers station and an $83 million sale of an Indianapolis station, generating approximately $123 million gross [50] - The company aims to reduce leverage from the current mid-four range through cash flow generated from political advertising and growth initiatives [56] Sports Strategy - E.W. Scripps has expanded its sports portfolio, securing rights to women's sports leagues and event-driven sports, which are expected to drive growth [37][39] - The company is optimistic about the stability and growth potential of its local business, supported by additional sports content and a strong local news presence [31] Future Outlook - E.W. Scripps is committed to pursuing transformational M&A opportunities while also focusing on smaller strategic deals [12][13] - The company is optimistic about its ability to manage margins and achieve stable or growing bottom-line performance despite top-line pressures [43][45] Additional Insights - The company is navigating a challenging advertising environment, with national advertising spend impacted by economic factors such as interest rates and tariffs [34] - E.W. Scripps is focused on capturing market share in the connected TV space, which has shown significant growth [36]

Core Viewpoint - Sinclair Inc. has acquired approximately 8.2% of the outstanding class A (non-voting) shares of The E.W. Scripps Company, indicating a strategic investment move in the media sector [1] Company Overview - The E.W. Scripps Company is a diversified media company focused on creating connections through quality local journalism, operating over 60 stations in more than 40 markets across the U.S. [4] - Scripps reaches households nationwide with national news outlets such as Scripps News and Court TV, as well as entertainment brands including ION, ION Plus, ION Mystery, Bounce, Grit, and Laff [4] - The company is the largest holder of broadcast spectrum in the nation and serves professional and college sports leagues with a national broadcast reach of up to 100% of TV households [4] Strategic Focus - Scripps' board of directors and management are committed to driving value for all shareholders through the execution of its strategic plan, ensuring alignment with the best interests of shareholders, employees, and communities [2] - The board is actively evaluating transactions and alternatives that would enhance company value and protect shareholders from opportunistic actions by external parties, including Sinclair [3]

Group 1 - Sinclair Broadcast Group (SBGI.US) holds approximately 8% of The E.W. Scripps (SSP.US) and is pushing for an acquisition of the local TV operator, leading to an over 18% pre-market stock increase for The E.W. Scripps [1] - Negotiations between Sinclair and The E.W. Scripps have been productive in recent months, but no agreement has been reached yet [1] - The E.W. Scripps operates over 60 local TV stations across more than 40 markets, with its stock price rising nearly 39% this year due to investor confidence in its sports strategy [1] Group 2 - Following Trump's election and promises to relax regulations, the market anticipated significant consolidation in the local TV sector [2] - The Federal Communications Commission (FCC) announced the repeal of 98 outdated broadcasting rules, some of which date back nearly 50 years, under the leadership of Chairman Brendan Carr [2] - Nexstar announced a $6.2 billion acquisition of Tegna, which, if approved, would unite two major players in the U.S. television industry and local news sector [2]

Core Viewpoint - The E.W. Scripps Company will present its business strategies at three upcoming investor conferences in November and December, highlighting its focus on local journalism and media diversification [1][2]. Group 1: Upcoming Conferences - The Wells Fargo TMT Summit will take place on November 18, featuring a fireside chat with CFO Jason Combs and EVP Carolyn Micheli at 3 p.m. PT / 6 p.m. ET [2]. - The Bank of America Securities Leveraged Finance Conference is scheduled for December 2, with a presentation by CFO Jason Combs and Treasurer Becky Riegelsberger at 8:50 a.m. ET [2]. - The Noble Emerging Growth Equity Conference (NobleCon21) will occur on December 3, including a fireside chat with key executives, time to be determined [2]. Group 2: Company Overview - The E.W. Scripps Company is a diversified media entity, recognized as one of the largest local TV broadcasters in the U.S., operating over 60 stations across more than 40 markets [3]. - The company provides quality local journalism and operates national news outlets such as Scripps News and Court TV, along with entertainment brands like ION, Bounce, Grit, and Laff [3]. - Scripps holds the largest broadcast spectrum in the nation and serves various sports leagues and teams with extensive local and national broadcast reach [3].

Core Insights - E.W. Scripps met Wall Street's revenue expectations in Q3 CY2025, reporting sales of $525.9 million, an 18.6% year-on-year decline, and a GAAP loss of $0.55 per share, which was 72.1% below analysts' consensus estimates [1][6] Financial Performance - Revenue: $525.9 million vs analyst estimates of $523.9 million (18.6% year-on-year decline, in line) [6] - EPS (GAAP): -$0.55 vs analyst expectations of -$0.32 (72.1% miss) [6] - Adjusted EBITDA: $80.43 million vs analyst estimates of $68.75 million (15.3% margin, 17% beat) [6] - Operating Margin: 7.2%, down from 18.8% in the same quarter last year [6] - Market Capitalization: $224.5 million [6] Strategic Initiatives - The company highlighted the success of its Scripps Sports strategy and expansion into connected TV (CTV) advertising, with a focus on women's sports partnerships contributing to performance [3][4] - Management expects continued revenue growth from sports broadcasting deals and CTV expansion while maintaining a disciplined approach to expenses [4] - The company is preparing for significant political advertising tailwinds in 2026 and ongoing margin improvements through operational efficiencies and technology investments [4] Advertising and Revenue Growth - The intensified focus on women's sports, including partnerships with the WNBA and National Women's Soccer League, led to strong advertising demand and increased core revenue [7] - Scripps' expansion into Connected TV generated significant growth, with streaming now accounting for 20% of Scripps Networks viewing, and management projecting double-digit CTV revenue growth [7] Operational Efficiency - Recent station swaps and sales generated $123 million in cash, intended for debt reduction and balance sheet improvement [7] - Operational efficiency initiatives, including reductions in employee-related costs and restructuring, contributed to margin stabilization despite advertising softness [7] Technology and Innovation - Early investments in automation and artificial intelligence are beginning to deliver value, helping newsroom and sales teams operate more efficiently [8]

Financial Performance - Total operating revenues for Q3 2025 were $525.9 million, a decrease of 18.6% compared to $646.3 million in Q3 2024[23] - Advertising revenue decreased to $329.0 million in Q3 2025, down 26.5% from $447.3 million in Q3 2024[23] - Net loss attributable to shareholders for Q3 2025 was $49.0 million, compared to a net income of $33.0 million in Q3 2024[23] - Operating income for the nine months ended September 30, 2025, was $141.7 million, a decline of 35.8% from $220.9 million in the same period of 2024[23] - For the nine months ended September 30, 2025, the net income was a loss of $72,376,000 compared to a net income of $50,831,000 for the same period in 2024, representing a significant decline[27] - Comprehensive loss for the nine months ended September 30, 2025, was $72,268,000, compared to a comprehensive income of $50,933,000 for the same period in 2024[30] - Net income (loss) for the three months ended September 30, 2025, was $(32,959) thousand, compared to $47,776 thousand in 2024, indicating a substantial decline in profitability[58] - Total consolidated operating revenues for the three months ended September 30, 2025, were $525,854,000, a decrease from $646,300,000 in the same period of 2024, representing a decline of approximately 18.6%[116][119] Assets and Liabilities - Total assets as of September 30, 2025, were $5.09 billion, down from $5.20 billion as of December 31, 2024[22] - Current liabilities decreased to $437.4 million as of September 30, 2025, from $482.4 million at the end of 2024[22] - Cash and cash equivalents increased to $54.7 million as of September 30, 2025, compared to $23.9 million at the end of 2024[22] - Total outstanding principal of long-term debt as of September 30, 2025, was $2.701 billion, an increase from $2.605 billion as of December 31, 2024[82] - As of September 30, 2025, total other liabilities amounted to $380.75 million, a decrease from $464.57 million as of December 31, 2024[104] Cash Flow - Cash flows from operating activities provided $7,969,000 in 2025, a decrease of 96.25% from $212,389,000 in 2024[27] - The company reported a net cash increase of $30,813,000 in cash and cash equivalents by the end of the period, compared to a decrease of $677,000 in the previous year[27] - Cash provided by investing activities was $1.5 million in 2025, reflecting $40.0 million from the sale of a television station building and $32.7 million in capital expenditures[191] - Cash provided by financing activities was $21.3 million in 2025, with $1.6 billion in proceeds from new long-term debt issuance and $1.9 billion in long-term debt payments[192] Restructuring and Costs - The company reported a restructuring cost of $2.7 million in Q3 2025, down from $12.7 million in Q3 2024[23] - Year-to-date restructuring costs totaled $7.5 million in 2025, down from $18.7 million in 2024, highlighting a reduction in restructuring activities[67] - Restructuring costs for the third quarter of 2025 were $2.7 million, significantly lower than $12.7 million in the same quarter of 2024, reflecting ongoing efficiency efforts[67] - Employee compensation and benefits for the three months ended September 30, 2025, totaled $105,115,000, down from $111,767,000 in the same period of 2024, a decrease of about 5.9%[116][119] Debt and Financing - The company issued $750 million of senior secured second lien notes on August 6, 2025, with an interest rate of 9.875% and maturing on August 15, 2030[94] - The company has a debt repurchase authorization allowing for a reduction of up to $500 million in outstanding principal balance, expiring on March 1, 2026[102] - The company incurred approximately $13.8 million of deferred financing costs related to the issuance of the 2029 Senior Notes, amortized over the life of the notes[93] - The company entered into a new three-year accounts receivable securitization facility with commitments of up to $450 million, with maximum availability of $360 million as of September 30, 2025[195] Segment Performance - Revenues from external customers for Local Media segment in the three months ended September 30, 2025, were $320,636,000, compared to $440,785,000 in the same period of 2024, reflecting a decline of approximately 27.2%[116][119] - Local Media segment operating revenues decreased by $120 million or 27% in Q3 2025 compared to Q3 2024, and by $178 million or 15% in the first nine months of 2025 compared to the same period in 2024[176] - Total revenues from external customers for the nine months ended September 30, 2025, were $1,576,142,000, compared to $1,768,691,000 in the same period of 2024, representing a decline of approximately 10.9%[123][126] - Scripps Networks segment profit increased by 26.7% to $53.3 million in Q3 2025 and by 33.9% to $173.3 million in the first nine months of 2025 compared to the same periods in 2024[182] Tax and Regulatory Matters - The effective income tax rate for the nine months ended September 30, 2025, was 8.1%, a significant decrease from 34% in 2024, influenced by various tax adjustments[72] - The company has not reported any material changes to risk factors since the last annual report[13] - The company is in compliance with its financial covenants, including a maximum first lien net leverage ratio of 3.50 to 1.0 through September 30, 2026[197]