GTN.A 全部逐字稿

GRAY MEDIA, INC(GTN.A)Q2 2025 法說會逐字稿

42 段

管理層發言

OperatorOperator

Good morning, everyone. Welcome to the Gray Media Q2 2025 GTN earnings release. I will now hand the call over to Chairman and CEO, Hilton Howell.

Hilton Hatchett HowellChairman and CEO

Thank you so much, Chris. We really do appreciate it. Good morning, everyone. This is Hilton Howell, the Chairman and CEO of Gray Media, and I want to thank all of you for joining our second quarter 2025 earnings call. We have a lot to talk about today. With me here in Atlanta are all of our executive officers; Pat LaPlatney, our President and Co-CEO; Sandy Breland, our Chief Operating Officer; Kevin Latek, our Chief Legal and Development Officer; and Jeff Gignac, our Chief Financial Officer. And as usual, we will begin with the disclaimer that Kevin will provide. Kevin?

Kevin P. LatekChief Legal and Development Officer

Thank you, Hilton. Good morning, everyone. Today, we filed with the SEC on Form 8-K, our earnings release and an updated investor slides. Later today, we will file with the SEC our quarterly report on Form 10-Q. Materials are all available on our website, which is www.graymedia.com. Included on the call may be a discussion of non-GAAP financial measures and in particular, adjusted EBITDA, leverage ratio denominator and certain leverage ratios. These metrics are not meant to replace GAAP measurements, but are provided as supplements to assist the public in its analysis and valuation of our company. Further discussions and reconciliations of the company's non-GAAP financial measures to comparable GAAP measures can be found on our website. All statements and comments made by management during this conference call other than statements of historical facts should be deemed forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties. Actual results in the future could differ from those described in the forward-looking statements as a result of various important factors that are contained in our most recent filings with the SEC. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Now I'll return the call to Hilton.

Hilton Hatchett HowellChairman and CEO

Thank you, Kevin. Today, we are very happy to announce that our results for the second quarter of 2025 finished better than our original guidance on both revenues and expenses and in line with our revised guidance announced on July 8, 2025. Total revenue in the second quarter was $772 million, a decrease of 7% from the second quarter of 2024 and 1% above the high end of our original guidance for the quarter. Total operating expenses before depreciation, amortization, impairment and gain on disposal of assets in the quarter were slightly below the low end of our original guidance. We had a net loss of $56 million in the second quarter compared to net income of $22 million in the second quarter of 2024. Adjusted EBITDA was $169 million in the second quarter, a decrease of 25% from the second quarter of 2024. Political advertising was obviously lower in the second quarter of 2024, yet similar to the first quarter this year, second quarter 2025 political finished well above our expectations for an off-cycle year.

In addition to these results, we have been very active on the M&A front in the past several weeks. If you recall, we reopened the TV industry M&A market in the spring when we obtained an FCC waiver to acquire the FOX affiliate in Rochester, Minnesota and created a duopoly with our NBC station there. In July, we announced a first-of-its-kind 5-market no-cash swap of assets with Scripps. That transaction will bring us into the Lafayette, Louisiana market and include a FOX affiliate in Lansing, Michigan, where we currently own the NBC affiliate. While our decision to sell our TV stations in Colorado Springs, Grand Junction and Twin Falls, Idaho was a very difficult one, we are excited that Gray and Scripps found a path that improves our respective strategic positions and creates more opportunities for the stations in these 5 markets with their new respective owners. Last Thursday, we announced the acquisition of 2 shared services stations from Sagamore Hill Broadcasting for less than $2 million.

And then on Friday, we announced the acquisitions of all Block Communications television stations which are located in Louisville, Kentucky; Springfield-Decatur, Illinois; and Lima, Ohio for $80 million. And finally, this morning early, we announced an agreement to acquire television stations in 10 markets from Allen Media for $171 million, including the 3 new markets of Columbus-Tupelo, Mississippi; Terre Haute, Indiana; and West Lafayette, Indiana. So today, everyone on the call, please be nice to Kevin. He's been up all night last night and has had no sleep. So he has given his best on his answers. Together, the Scripps, Sagamore, Block and Allen transactions will add a net 6 new markets to our portfolio. We are particularly proud that we will enter each of these markets with the local news station that was ranked #1 in their respective markets in 2024. These transactions also will create, and I'm really impressed with this, 11 new Big 4 full powered duopolies.

In all of these markets, we expect to leverage our new sales and sports strategies for the benefits of their local communities and for the public interest. Each of these transactions also furthers our commitment to pursuing tuck-in and duopoly-creating transactions in a prudent manner. When totaled across all 4 transactions, we will be adding strong assets that will be immediately cash flow accretive and therefore, will contribute to our efforts to improve and enhance our company's balance sheet. We have had a busy few weeks putting together these transactions, and we are not likely to continue at this pace in the next quarter or 2. Instead, we will focus the balance of this year's strategic energy on obtaining the necessary regulatory and other approvals to ensure prompt closings of these announced transactions as well as working to ensure smooth transitions for the affected employees, advertisers and other stakeholders, all by the end of 2025.

We also made significant progress on strengthening our balance sheet during the second quarter of this year and into the third quarter of this year. During the second quarter, we reduced our outstanding indebtedness by an additional $22 million. We finished the second quarter with a first lien leverage ratio of 2.99x and a leverage ratio of 5.6x, each as defined by our senior credit agreement. In July of 2025, we completed an offering of $900 million of senior secured second lien notes, along with a $50 million increase in our revolver commitment, which now stands at $750 million. The exceptional demand from the second lien transaction allowed us to also extend a $775 million first lien debt issuance. Jeff will provide more details on each of these transactions later in the call. I'd like to simply say thank you to our investors who are supporting us as we continue executing on our deleveraging and growth strategies.

As noted in our press release this morning, our Board of Directors declared the usual $0.08 per share quarterly dividends. As always, our Board will consider capital allocation each quarter in light of other opportunities to deploy capital for growth. Operationally, we continue to enhance our local content offerings in the second quarter of 2025. We now have local and regional professional sports deals covering nearly 80% of all of our markets. Our stations and our people continue to receive national recognition for their outstanding journalistic efforts. We are incredibly proud of our combined 81 regional Edward R. Murrow Awards for excellence in journalism to 38 of our television stations. I'm also exceptionally proud of KWTX in my hometown of Waco, Texas for spearheading a company-wide partnership with Graham Media on a campaign to raise money for the Texas floods in Kerrville, Texas.

That campaign raised over $1.1 million, once again demonstrating the power of broadcast and our company's commitment to serving local communities. In June, we announced that we had renewed our affiliation agreement with CBS for 2 more years. As part of that agreement, WANF, our primary television station in Atlanta, will become an independent television station. There are numerous examples of very successful independent television stations across the country and indeed within our own company, which includes KTBK in Phoenix, Arizona's Family, which is the #1 station in the market and across the state of Arizona. We are excited for WANF to officially make the transition next week, and our community should be excited to see their Braves, the Hawks, the Dream and all of our expanded local offerings that are uniquely Atlanta. The momentum at Assembly Studios also continued in the second quarter of this year.

The CBS daytime soap opera, Beyond the Gates, which we discussed on our last call, was extended for a second season and will continue to contribute to the activity on site at Assembly. We are actively engaged with potential development partners who would be contributing their financial resources and development expertise to accelerate value creation at Assembly Studios. We expect to have more announcements about these exciting plans later in 2025. We have made a lot of progress so far this year and are excited that we are capitalizing on opportunities across multiple aspects of our business to enhance shareholder value. At this time, I'll turn the call over to Pat to address our operations.

Donald Patrick LaPlatneyPresident and Co-CEO

Thank you, Hilton. As you saw in our July 8 guidance update, we finished the quarter at the better end of both our revenue and expense guidance. Let me provide a little more context about how the quarter played out. Q2 started with the same cautious tone amongst our advertisers that we experienced in the first quarter, particularly in the auto category. Through the quarter, we saw stronger core activity than we projected back in May, and we ultimately finished on the high side of guidance, down about 3% versus second quarter '24. From a category perspective, like in the first quarter and as we guided for the second quarter, automotive came in down high single digits. Legal continues to grow nicely, up double-digit percentages versus last year and is a top 5 category. Other categories are a mixed bag, in some cases surprisingly resilient. Restaurants were soft, but discount and department stores, tourism and entertainment, all linked to consumer discretionary spending were up over 5% versus last year.

More essential categories like health, home improvement, education and financial services were flattish. Digital was up again nicely at 8% and our new local direct business grew a little over 2% in the second quarter of '25. Our multimedia sales teams continue to partner with advertisers to bring new businesses to our trusted local platforms. Once again, political ad revenue, as Hilton said, was ahead of our expectations in the second quarter of '25. Our guide for the second quarter was about $2 million to $3 million, while our actual results came in at $9 million. Most of this revenue is generated from issue advertisers supporting the President's legislative priorities, but we saw spending from the Arizona Governor's race as well as the Georgia Senate and state races in Virginia. Providing guidance for the third quarter of '25 continues to be challenging. We have guided our core ad revenue to be down low to mid-single digits.

It's important to remember, however, that the Olympics on NBC provided about a $20 million uplift in July and August of '24, of which about $4 million was political. If you factor that in, our third quarter guide is flat to slightly up. Across the categories in the third quarter, we're seeing automotive and restaurants facing lower results, and we're also seeing some pockets of strength still in legal, consumer goods, and entertainment. We expect digital revenue to be up low double digits in Q3 with a continuation of political spending. Jeff will now address the key financial developments of the quarter.

Jeffrey R. GignacChief Financial Officer

Thanks, Pat. As Hilton mentioned earlier, reducing debt and leverage remains our top capital allocation priority, and we remain focused during the second quarter. We continue to chip away at our debt by repaying an additional $22 million in the second quarter of 2025. This brings our total capital markets debt reduction since the beginning of 2024 to $560 million. Our expense reductions that we've been discussing on our prior calls are showing up in our results and supporting the other side of the equation. Notably, our operating expenses were flat in the second quarter of '25 versus the second quarter of 2024, and that follows a decline in the first quarter versus the first quarter of '24. We finished the quarter at 2.99x first lien leverage and 5.6x total leverage, each using the calculation in our senior credit agreement. On our first quarter call, we raised the possibility of M&A providing another avenue to reduce leverage and enhance our ability to serve our markets.

As we described, our guiding principles on the M&A front focused on finding deleveraging transactions that are strategically important and/or create duopolies to strengthen our local market presence. Indeed, our transactions with Scripps, Sagamore Hill, Block and Allen will be immediately accretive to cash flow and to our leverage ratio when we close later this year. We estimate that if we close these transactions today, our leverage ratio would be approximately a 0.25 turn lower than where we finished the quarter. We're continuing to make progress on our net retransmission and moving towards sustainability on that front. This is a function of a multiyear effort that continues. We continue to work with our network partners to find mutually beneficial arrangements. In July, strong market conditions allowed us to access the debt market twice. As we evaluated our options, it became clear that raising some junior capital could accomplish a number of objectives.

We also wanted to set the stage to refinance our first lien debt after 2026 political cash flows. We ended up raising $900 million of 9.625% senior secured second lien notes due 2032, and we concurrently increased our revolver by $50 million to $750 million and also extended our revolver maturity to December 1, 2028. The new second lien layer in our capital structure fully repaid our 2027 notes and reduced first lien leverage by repaying $403 million of our Term Loan F. Given the strong reception to the second lien, we quickly followed with an issuance of $775 million of 7.25% first lien notes that lowered our cost of debt and extended our maturities out to 2033. As a result of these actions, we have no material maturities until December 2028, and we have a clear path to address our remaining '28 and '29 first lien maturities. We completed the transactions with less than a 25 basis point increase in our overall cost of debt, and you'll see that reflected in our updated interest guidance.

Importantly, we also have access to balance sheet and internally generated capital to reduce debt and to pursue deleveraging M&A. Taking into account the July refinancings, we estimate that our first lien leverage decreased from 2.99x to 2.6x, our secured leverage increased from 2.99x to approximately 3.6x, and our total leverage did not change other than from the impact of the transaction costs. One last thing I'll note: the One Big Beautiful Bill Act allows for greater interest deductibility. As a result, you will see that we lowered our tax guidance for the year, and we no longer expect to make any material tax payments for the remainder of 2025. This concludes my remarks, and I'll turn the call back to Hilton.

Hilton Hatchett HowellChairman and CEO

Thank you so much, Jeff. And operator, we'd love to open up the line for any questions you may have.

分析師問答

OperatorOperator

First up, we have Dan Kurnos of The Benchmark Company.

Daniel Louis KurnosAnalyst

Yes, there’s a lot to discuss. I appreciate all the insights, everyone. First, I want to give a shout out to Jeff for the outstanding work on the balance sheet. Well done on that front. Now, Hilton, regarding your current position, does that mean you will continue exploring swaps and other strategies for improvement? You have a lot to process after your recent activities, but I’m curious about your direction if a good opportunity comes up. Jeff, I know you mentioned the leverage improvement following the transaction, but could you provide more insight on synergies or buyer multiples related to some of these?

Hilton Hatchett HowellChairman and CEO

Thank you, Dan, for your comments regarding our balance sheet. It really was impressive, and I’m proud of Jeff Gignac and the whole team for their efforts. Since the announcement I mentioned in Rochester, Minnesota, we've executed a number of transactions. It's evident that industry players are in constant communication. While we don't have immediate plans for more transactions, we are always open to discussions. I want to acknowledge Sandy, who is with us, and the significant work ahead. It's essential to ensure we can handle what we take on in business. I am very excited and want to thank the entire management team at Scripps for reaching an amicable swap, which is commendable considering how proud both companies are of their assets and operations. This will be beneficial for both Scripps and Gray, as we established a duopoly in Lansing, and now the acquisition through Scripps, along with our announcement this morning regarding Allen, creates a second duopoly in Lafayette, Louisiana.

Additionally, we gain new duopolies in several markets. As Jeff pointed out, if all the deals are completed, the transactions themselves will reduce our leverage by about 0.25 points, not including the numerous other initiatives aimed at lowering our debt ratio in the future. Regarding new deals, we will consider them, but we have significant work to do first, especially in getting these approved by the FCC. I don’t foresee significant obstacles in completing these deals and we are excited to welcome about six new markets to our portfolio, enhancing our local market presence. Gray Media is known for its quality content, exemplified by our collection of 81 Edward R. Murrow Awards, and we will be able to enhance local news, sports, and exciting content in all these markets.

Kevin P. LatekChief Legal and Development Officer

Dan, this is Kevin. I want to add something regarding the transactions. Everyone is busy with transactions, but Gray has announced five this year, with four in the past four weeks. The Scripps deal, as Hilton mentioned, is historic, and no one has ever done anything like it. The Allen Media transaction was announced a few hours ago and required significant time for negotiation. We have a lot of work ahead to secure all the necessary approvals. Additionally, we need to plan for and integrate 17 new markets and duopolies, which is where our focus lies. While we're not saying we won't look at anything else, Hilton made it clear that our priority will be on executing the announced transactions, rather than pursuing four, five, or six additional transactions in the coming months. Regarding cash flow, we do not comment on multiples or cash flows. We've consistently indicated in previous calls that we will pursue transactions only when they are deleveraging, and that’s precisely what we have done.

When I joined the company years ago, Gray was more highly leveraged than it is now. We managed to get out of that situation by executing deleveraging transactions, starting small and progressively moving to larger ones, all done at multiples lower than our leverage ratio. Those transactions played a crucial role in improving our leverage ratio. We're essentially following that strategy again, but to reiterate, we do not expect to engage in several transactions over the next few months because our focus will be on completing these transactions, integrating them, finalizing the funding, bringing new team members on board, and expanding our news and other outlined strategies.

OperatorOperator

Next up, we have Steven Cahall of Wells Fargo.

Steven Lee CahallAnalyst

Just wanted to dig a bit more into the M&A as well. So Jeff, I was wondering if you could break the quarter turn improving leverage down to help us understand maybe what the net cash out is and what the EBITDA contribution is. And should we think of that as inclusive of synergies? Or is that prior to, I'm sure, what are some really significant synergies that you'll be able to drive through?

Jeffrey R. GignacChief Financial Officer

Yes, Steven. We prefer not to comment further beyond the quarter turn reduction in our total leverage ratio, which includes funding and synergies.

Steven Lee CahallAnalyst

Okay. Got it. And then just on the Q3 guide. So I know you went through a change in the way WANF is going to receive certain fees and expenses with its CBS affiliation. So I was just trying to understand if that had a meaningful impact on the retrans revenue guide for Q3 and overall EBITDA as well for Q3, which I think is quite a bit below where you were in Q3 2023.

Jeffrey R. GignacChief Financial Officer

Yes. The short answer to your question is yes. We won't delve into the specifics regarding the numbers for any single station. It's clear that everyone is making investments across the company. Generally, the profit and loss at WANF will increasingly focus on advertising. There will be a decrease in the rates we receive for retransmission revenue at WANF. Our guidance reflects our current understanding of both aspects, taking into account everything we know at this time.

Hilton Hatchett HowellChairman and CEO

And Steven, let me add something because I think it's important. Regarding WANF, we hosted our Board of Directors meeting there yesterday, which had been planned for some time, and it couldn't have gone better. We used studios about two weeks ago for a mini upfront in Atlanta, and over 300 guests attended. It went exceptionally well. We anticipate a very strong advertising opportunity, not just with the local community but also with the political community, especially with many political races upcoming in 2026. We plan to deliver a significant amount of local news, sports, and entertaining content that many people want to watch. We are genuinely excited about Atlanta, our dedication to the city, and the state of Georgia. I believe what we can achieve as an independent in this city is going to be remarkable.

OperatorOperator

Next up, we have Craig Huber of Huber Research Partners.

Craig Anthony HuberAnalyst

My first question will just start with the CBS Atlanta station stuff. Can you just talk about what happened there exactly? I mean why the switch? I mean this obviously rarely happens in the industry when an affiliation is not renewed. What can you comment there, please?

Kevin P. LatekChief Legal and Development Officer

Kevin here. In the mid-1990s, CBS and Paramount merged. Paramount had a collection of independent stations, while CBS operated owned-and-operated stations in nearly all those markets except for a few. The only areas in the United States where a network owned a TV station that was not affiliated with it were Atlanta, Seattle, and Tampa, which was solely CBS. We have anticipated, at least during my nearly three decades in the industry, that CBS would eventually move its affiliation to those independent stations. When Gray acquired Meredith, we recognized a strong likelihood that CBS would transition to the independent affiliation. Upon closing our acquisition of the station, we made significant investments, as previously discussed in calls and press releases. We rebranded the station to Atlanta News First, WANF. Everything about the station reflected Atlanta News First. We increased our number of reporters, expanded local news hours, and added considerable resources.

The results are evident in research, ratings, and station sales. Eventually, the station was poised to operate independently. With the Super Bowl set to take place in Atlanta in February 2027, we believed CBS would likely want the affiliation returned to an independent station before the Super Bowl and likely before the 2026 NFL season. During our negotiations with CBS, the chance arose to make our station independent now. We felt confident in the station's achievements, having grown from three regional Emmy nominations in the year we acquired it to over thirty last year, along with a national award.

Unidentified Company RepresentativeUnidentified

for over 50.

Kevin P. LatekChief Legal and Development Officer

Nominated for over 50 awards, and the list goes on. This includes not just awards for journalism, but every other measure of the station. We felt this was the right time to transition the station to independence, not during a political year but this year. We have arranged a transition with CBS for our station to operate independently this month. This situation began in the mid-1990s when Paramount and CBS merged. We’ve received many inquiries wondering if this decision was influenced by events from May, June, July, or the Skydance deal, or the Super Bowl results. It is unrelated to what has transpired in the past six months or five years. There has been an ongoing situation since the mid-1990s. Gray recognized the challenge, stepped up, and prepared for today. We are fully ready and excited for the station to become Atlanta's News First in every aspect, and we anticipate it will achieve that in time.

Hilton Hatchett HowellChairman and CEO

And Craig, let me just emphasize in a public fashion. I mean, we still are a very excited CBS affiliate group. We renewed in 52 markets, and we're friends with the management team. This transition has gone well. And we wish at CBS Atlanta, Channel 69, all the best in the future, and we will be happy competitors with them. And so there is no problem there. And I think that the broadcast affiliate relationship, while always challenging, will still remain one of the great partnerships in business.

OperatorOperator

Next up, we have Alan Gould of Loop Capital.

Alan Steven GouldAnalyst

I have two questions, please. First, Jeff, congratulations on extending those maturities until after two more political cycles. If your pro forma debt is now approximately 5.75 times leveraged, how much do you think that can decrease between now and the end of 2028 with two more political cycles?

Jeffrey R. GignacChief Financial Officer

Without providing a specific number, we believe it will decrease significantly. Currently, we are at 5.6. There has been some pressure on the denominator, which we anticipate will ease as we move forward due to the measures we've implemented. If you consider what cash flow we might generate during the 2026 and 2028 political cycles, we have clearly communicated through both our words and actions our approach to capital allocation and debt reduction. With 10.5% debt in our capital structure, there is considerable advantage in repaying that debt quickly. The second lien deal was structured to guide us, and our published investor deck outlines our plan and the sequence of steps going forward. We aim to be transparent about our approach to reducing leverage. While we prioritize capital allocation, pursuing M&A opportunities is also a beneficial way to accelerate this deleveraging process, providing immediate returns and increasing cash flow over time. Although it's premature to predict our standing in 2028, we have established long-term goals to reduce our leverage below 4x, which will be significantly beneficial for our equity and will enhance our cost of debt in various ways.

Hilton Hatchett HowellChairman and CEO

Alan, this is Hilton. Let me share a bit of history without getting into specific dates. When we completed the Raycom transaction in 2019, we leveraged up to close that deal, reaching about 5.5 to 5.6 times. Within 18 months, we reduced that down to around 3.5 times. Things have changed since then. The biggest difference between that deal and the Meredith transaction, which was the last time we took on additional debt, has been the last four years of rising interest rates aimed at combating inflation from significant government spending. I believe we are entering a period of decreasing interest rates now. We’ve managed to balance things out, and I suggest considering the Raycom transaction as a historical reference.

OperatorOperator

Next up, we have Eli Lapp of BMO.

Eli LappAnalyst

Sort of a 2-part, maybe following up on some prior questions. But I was wondering if you think about acquisitions, how does the size factor play in? Meaning your goal is to delever with these transactions. Does size play a decent role in that endeavor? And then also, can you give us a bit of a timetable for when the synergies get leveraged to that lower 0.25x that you're outlining?

Hilton Hatchett HowellChairman and CEO

Well, this is Hilton. I think that those decreases in leverage happen almost upon closing. And so it could be very, very rapidly with regard to when those are realized.

Jeffrey R. GignacChief Financial Officer

Yes. And Eli, with regard to...

Eli LappAnalyst

Did you realize day 1?

Jeffrey R. GignacChief Financial Officer

I'm sorry, Eli. There is a short implementation period, but the benefits become apparent quickly after we close those transactions. This will contribute to the cash generation of the business shortly after closing. As for the size of the transaction, I can't comment on specifics. We assess opportunities that align with our goals. The advantage of creating duopolies in these markets is that they are less risky with regard to integration and implementation, as they fit well together. We are familiar with these markets, and we already have personnel in many of them. This presents a great opportunity to enhance our presence in the market, achieving our goal of being the leading news provider while serving our communities and advertiser clients. We have much to consider at the moment, and we're pleased with our current announcements, but I cannot predict future opportunities that may arise. I hope that answers your question.

Hilton Hatchett HowellChairman and CEO

Well, I'll just add one other thing, too. I mean we all expect to see significant changes in the regulatory environment. But at some point, bigger transactions are going to depend upon what happens with the FCC, the DOJ and the regulatory environment. So it's kind of tough to say, all right, we want to do some huge deal or we want to put our companies together with another company or anything else because we need to see the parameters of what the world looks like from a regulatory standpoint before we can do anything one way or another. And so we're kind of in a wait and see things on bigger things.

OperatorOperator

Next up, we have Avi Steiner of JPMorgan.

Avraham SteinerAnalyst

I've got a couple of questions. First, and if I missed this, I apologize. I recognize that everyone is talking to everyone, but I'm curious if the 2 groups of TV assets you just bought from Block and Allen Media were those competitive auctions? Or did the sellers approach you because of maybe particular benefits Gray brings to the table? And then I've got a couple more.

Kevin P. LatekChief Legal and Development Officer

Yes, Avi. Due to time constraints and the number of callers, we're limiting it to one question per person. I believe we have you scheduled for a call later today, so we can discuss the other questions then. We're bound by NDAs with our sellers, so we can't disclose their processes. It's a small industry, and people are familiar with each other. On the Block side, I've had a working relationship with them since I entered the industry in 1997, which has allowed me to know them well. We've completed several transactions with Byron, and I've served on the CBS affiliate Board with him for four years. We all connect at various industry events, so there's no need for a broker to facilitate introductions. Everyone is acquainted, and sometimes bankers are involved, but they aren't participating in our current transactions. Whether sellers opt for an auction process or just reach out to us depends on their individual circumstances, and we can't comment on those decisions. Our relationships with the counterparties, including Scripps, significantly contributed to successfully completing these transactions. Trust and history with these individuals are crucial for ensuring smooth dealings and closures. We have a call with you soon, and we can address your additional questions then.

OperatorOperator

And with that, ladies and gentlemen, we do have time for one final question. David Hamburger of Morgan Stanley.

David Michael HamburgerAnalyst

Your guidance for the third quarter shows a sequential decline in retransmission consent revenue of about $25 million, and it shows a decline in network affiliate fees of about $19 million. I don't think we've seen such a big kind of step function in sequential trends in those 2 line items. Does this have to do with the CBS affiliate change? Or is there something else that we should think about? And should we think about that going forward as well?

Donald Patrick LaPlatneyPresident and Co-CEO

Yes. So look, there definitely is an impact from WANF. This is Pat LaPlatney, by the way. But the change in the reverse payments, the drop in reverse payments is the result of a multiyear effort to create a sustainable model, and we feel like we're getting there. That effort is ongoing. And look, there's a lot of pieces to these network deals. Obviously, the financial piece is big, but there's a lot of pieces, and we're doing everything we can to find agreements that make sense for not only us but our network partners. So it's not just WANF, it's a lot of things.

Hilton Hatchett HowellChairman and CEO

Well, I think that's the last question. And so in closing, let me first thank everyone for joining us this morning. And I want you all to be nice to folks if you have calls scheduled later today because we literally finished off at dawn this morning on the Allen transaction. And literally, everyone from our Board of Directors to everyone sitting around this table today has been involved, and we're very excited. I think these transactions are tremendously accretive, but it's even more than that. They're immensely strategic. They're going to help us in terms of the growth of our sports portfolios, whether it's the Pelicans out of New Orleans or the Braves out of Atlanta. Across the board, they expand what we can do and what we can deliver as a local broadcaster of note. We are very proud of our company, and thank you for your support and your interest this morning. We'll talk to you guys next quarter.

OperatorOperator

And with that, ladies and gentlemen, this does conclude your call. You may now disconnect your lines, and thank you again for joining us today.

逐字稿來自第三方供應商(Alpha Vantage),非本平台第一手解析;講者職稱依原始資料呈現,未經正規化。