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5/7/2026
Good morning, everyone, and thank you, Stacey.
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. Next are 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 31st, 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. 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, Joseph, and good morning, everyone. We appreciate you all joining us today. Mike Baird, our Chief Operating Officer, and Leanne Gleha, our Chief Financial Officer, are with me on the call here, as always. Nexar hit the ground running in the first quarter of 2026, advancing our strategic priorities across multiple fronts. We closed our landmark acquisition of Tegna following FCC and DOJ approval. And we continue to build and grow the CW and News Nation as national networks. And we delivered strong quarterly net revenue, adjusted EBITDA, and adjusted free cash flow. This year marks the 30th anniversary of Nexstar's founding, starting with a single television station in Scranton, Pennsylvania. From the very beginning, Nexstar's growth and success has always been grounded in our steadfast commitment to high-quality local broadcast journalism, which we believe is essential to the communities we serve and to American democracy. While our core mission has not wavered, the competitive landscape has changed dramatically in those 30 years. Big tech, legacy big media, and distribution companies have grown exponentially, and despite consolidation within our industry, Nexstar still operates with a fraction of their ubiquitous reach and financial resources, prohibiting us and every other company in our industry from competing on a level playing field. Against this backdrop, our acquisition of Tegna represents an important step in solidifying our future and our ability to continue providing these valuable services to local communities across the United States. I'll now spend a few minutes bringing you up to speed on where we are today with the acquisition of Tegna. I'll start by saying the situation that we are dealing with is unusual, and I would caution against attempting to draw legal conclusions at this stage. we will be as transparent as possible under the circumstances and share what we can at this time. As you know, the transaction closed on March the 19th after receiving all required regulatory approvals. As part of that process, we engaged extensively with the FCC and DOJ and provided more than 7 million pages of documentation in response to their inquiries. We also made meaningful concessions to secure our approvals, including agreeing to increase local news programming in nine markets, divest stations in six markets within two years, and extend expiring retransmission agreements through November 30th of this year. Under ordinary circumstances, that process with the concessions and the regulatory approvals would allow us to move forward post-closing with our integration plans. However, DirectPB, along with a number of state AGs, filed suits seeking to block the transaction. DirecTV is a sophisticated company owned by a private equity firm, TPG, with its own commercial interests, just as we have ours. That said, the issue before the courts is not the relative commercial negotiating positions of the parties. It is whether this transaction serves the broader public interest, including American consumers, and in the preservation of local journalism. As such, we believe we will prevail on the merits of this case. We are confident in our arguments expressed in detail in the FCC's order approving the transaction that a stronger, more financially resilient local broadcast industry is in the public's best interest. We believe this is a fight worth having for us, for our industry, and for the future of local journalism. Nexstar is a company built on localism, and our track record demonstrates that scale and operational strength are critical to sustaining high-quality local news programming. As the company has grown, we've consistently made meaningful investments in our station infrastructure and in expanding local news programming, which is the most viewed and the most valued programming that we offer. This transaction represents an opportunity to further our longstanding commitment to serving the communities of all sizes with high-quality, free-over-the-air programming, fact-based journalism, and innovative digital and marketing solutions for both our viewers and our advertising partners. We're focused on presenting the strongest possible legal arguments to the court. And to that end, we've engaged Beth Wilkinson of Wilkinson Stelcoff to lead our trial and appellate efforts, supplementing our formidable antitrust counsel at Morrison Forrester. Beth is one of the nation's most highly regarded trial lawyers, having recently led the defense team that secured a victory for the NFL and its 32 member teams in a major antitrust class action suit challenging the Sunday ticket distribution and related media agreements. With our expanded legal team in place, we move forward now with complete confidence in the merits of our case and our ability to bring this process to a successful conclusion. As far as next steps are concerned, there are multiple legal proceedings underway. First, we filed our notice of appeal of the preliminary injunction before the Ninth Circuit Court of Appeals. Second, the trial in the US District Court for the Eastern District of California And finally, there is also a separate challenge to the FCC's approval of the transaction pending before the DC Circuit Court. The court has already denied a request for an emergency stay, finding that it lacked jurisdiction at this stage. Both we and the FCC have been directed to file our responses to the petition by May the 11th. While we don't have control of the various courts' timelines, in the meantime, in compliance with the court order, Nexstar and Tegna are operating separately, and we are proud of both teams' continuing focus on execution and their local community commitments. Now, let's turn to the first quarter highlights, which include 13 days of the results of Tegna. In the quarter, we delivered record net revenue of $1.4 billion and strong adjusted EBITDA and adjusted free cash flow of $470 million and $420 million, respectively. At our legacy Nexstar business units, we made strong progress towards our goal of achieving additional operating expense savings, driven by further cost reductions at the CW and broader core operating efficiencies. The CW network improved year-over-year profitability in the first quarter and is well on its way to achieving profitability by the fourth quarter of this year. Launched just five and a half years ago and featuring Nexstar's enterprise-wide commitment to unbiased and fact-based journalism, NewsNation was the number one fastest-growing network in primetime across all major broadcasts and cable networks in the month of March of 2026, growing 85% in total viewers and 100% among adults 25-54 compared to the prior year. The network now ranked 35th in total household viewing for all of primetime ad-supported cable networks in the first quarter. As you'll hear more from Leanne later, we continue to execute on our capital allocation plan. During the quarter, we returned $56 million to shareholders in the form of dividends and have maintained our $1.86 per share quarterly dividend, which represents a 3.7% yield, placing Nexstar in the top tier of all dividend payers in the S&P 400. We also remain focused on deleveraging and repaid $182 million in debt through April 30th. In closing, the free universal access offered by local broadcast television is not just a convenience, it's an essential public service and central to Nexstar's mission. If local broadcasters are to continue providing these essential services for future generations, we must be allowed to operate our business in a manner that accurately reflects today's market realities. Now let me turn the call over to Leanne to provide a little more color on the transaction and the interim Tegna operations and our reporting until the court cases are heard. Leanne?
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