Good morning. My name is Kelly, and I will be your conference operator today. At this time, I would like to welcome everyone to the Gray Television Second Quarter 2019 Earnings Conference Call. [Operator Instructions]. I would now like to turn the call over to Hilton Howell, Chairman and CEO. Please go ahead.

Good morning, and thank you, Kelly. I want to thank all of you for joining us this morning for our second quarter 2019 earnings call. I am joined today by our President and co-CEO, Pat LaPlatney; our Chief Legal and Development Officer, Kevin Latek; and our Chief Financial Officer, Jim Ryan. We will begin this morning with our usual disclaimer that Kevin will provide.

Thank you, Hilton. Good morning, everyone. Certain matters discussed on this call may include forward-looking statements regarding, among other things, future operating results. Those 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. Such factors have been set forth in the company's most recent reports filed with the SEC and included in today's earnings release. The company undertakes no obligation to update these forward-looking statements. Gray uses its website as a key source of company information. The website address is www.gray.tv. We will post an updated investor deck to website within the next few weeks. Included on the call will be a discussion of non-GAAP financial measures, and in particular, broadcast cash flow, broadcast cash flow less corporate expenses, operating cash flow, free cash flow, adjusted EBITDA and certain leverage ratios. These metrics are not meant to replace GAAP measurements but are provided as supplements to assist the public in their analysis and valuation of our company. Included in our earnings release as well as on our website are reconciliations to the non-GAAP financial measures to the GAAP measures reported in our financial statements. I now return the call to Hilton.

Thank you, Kevin. We're extremely pleased to report our results for the second quarter of 2019 and for the much larger and much more diversified Gray Television. Our total revenue for the second quarter was $508 million, an increase of 103% from the second quarter of 2018, and obviously, an all-time record for our company. Our net income available to common stockholders for the second quarter was $31 million, and our net income per diluted common share was $0.31. Excluding transaction-related expenses and noncash stock compensation, our net income available to our common stockholders would have been $0.34 per diluted common share. This figure represents a strong increase over first quarter of 2019. Our broadcast cash flow was our best ever for the second quarter at $185 million, which was a 71% increase over the year-ago quarter. We ended the quarter with total leverage ratio as defined by our senior credit facility at 4.71x on a trailing 8-quarter basis, netting our total cash balance of $251 million and excluding transaction-related expenses. We continued to see improvement in our local advertising business from the first quarter, which itself reflected improvement from prior quarters. We began this year, as I have said, as a much larger and much stronger company. With today's report, we are confident that you can clearly see why we had so long valued Raycom as the best single partner for Gray Television. We are happy with how the company has performed through the first half of the year, and we're excited about the coming quarters and years ahead of us. The vast majority of our consolidation and integration efforts merging our operations, our management, and most importantly, our corporate cultures has been very successfully carried out so far. And of particular note, as Jim will discuss in more detail later this morning, we have raised our realized synergy number from a previously announced $80 million to $85 million, and I personally believe there will be more to come. I will now ask Pat to address a few operational milestones and further progress for our company.

Thanks, Hilton. Good morning, everyone. As Hilton said, we continue to see improvement in general market conditions over the prior quarter, building on a trend that began last summer. And while we remain disappointed with the weakness in national ad revenue and especially the auto sector, we've been pleasantly surprised by the strength in other categories, notably legal and financial, as well as more and widespread demand for political advertising than we had expected during this off year of the cycle. Next month, we will launch our first weekend political show, which will be called "Full Court Press with Greta Van Susteren." This new weekend program will focus on how policy and national events impact on local communities across the country. We've already reached commitments to clear the show in nearly 70% of the country. Meanwhile, we're equally excited about the progress made in recent weeks on the new premier linear multi-cast and SVOD service that we own with Opry Entertainment Group, which is a subsidiary of Ryman Hospitality Properties. The new team at national is busy building up the programming, branding and marketing plans for the channel, which will be dedicated to the country lifestyle. We are also having very positive discussions with numerous station groups and owners about clearing the new networks on their multi-cast channels [ which ] launches in early 2020. Turning next to Political. We experienced stronger demand and they just completed quarter than we expected. Political spending from Democratic primary contenders has certainly started in the stage with early 2020 contest. Although the numbers are not yet significant, we find it encouraging to see any spending this far out. We saw meaningful spending in the governors' races in Kentucky, Louisiana and Mississippi as well as 2-statewide issued campaigns and the special election for the…

Great. Thank you, Pat. I want to take a few minutes to discuss retransmission. As most of you know, we do not disclose the terms or tenure of our retransmission consent agreements with our roughly 500 separate MVPDs. That said, I can confirm that we are not in negotiations with any distributor at this time. The next line of agreement expirations occurs at year-end, and those negotiations will take place in the fourth quarter. At this time, we anticipate that retransmission revenue will range between $804 million and $807 million in calendar year 2019. The revenue breaks down about $200 million per quarter. The first quarter of this year was slightly ahead of that figure as a result of nonrecurring billing adjustments. Provide Q2 and full year retrans guidance, we underwent a complex months-long process to combine legacy Gray and legacy Raycom retrans billing systems and to model various scenarios with estimated subscriber counts and rates across our 500 distributors. Unfortunately, we had not fully integrated the necessary inputs, and we provided a Q2 retrans guide that was slightly higher than our actual results. I'm taking these results into consideration when calculating our Q3 retrans guide. We do want to note, however, that our total subscriber numbers across the full universe of traditional and nontraditional distributors across our large and small markets were virtually unchanged from the start of the first quarter to the start of the second quarter, which exceeded our expectations. In the end, we are still anticipating a 20% year-over-year increase in retrans revenue. This is the same magnitude of increase that we estimated in our 2018 year-end earnings call in late February. The retrans revenue for this year, therefore, is consistent with our initial expectations when the year began as well as consistent with our synergy…

Thank you, Kevin. Good morning, everyone. Our earnings release over the 10-Q that will be filed later today provide a great deal of information for the quarter. As always, we report results on a GAAP basis, which we call as reported basis. In addition, we present results and guidance in the earnings release on a combined historical basis, which gives effect to acquisitions and dispositions as if such transactions occurred on January 1, 2017. We have revised some of our reporting format, in particular, we have tried to make our transaction-related expenses, especially in 2019, more transparent and easier to see what our results would look like if you excluded the transaction-related expenses. I'll keep my comments on the results of operations for Q2 and our guidance for Q3 to a combined historical basis, which does include the 2 stations acquired from United Communications. In the next few days, we will update our combined historical information by quarter from Q1 '16 through Q4 '18 to reflect the United acquisition. We're generally pleased with the overall results for the second quarter. In general, our second quarter revenue were toward the higher side of our guidance. Our local revenue showed some modest sequential improvement over the first quarter. Our retrans revenue of $201 million was about $4 million to $5 million below our guidance due to some forecasting adjustments on our part and for which I apologize. As Kevin mentioned, our total count -- sub counts are stable. Overall, our retransmission revenue increased quarter-over-quarter by a very healthy $37 million or about 23%. As Kevin mentioned, we expect our retrans revenue for the year to increase 20% over 2018. Second quarter broadcast operating expenses were better-than-expected with overall quarter-over-quarter increase of $16 million, which included an increase in retransmission expense of $20…

Thank you, Jim. And Kelly, if it's all right, I would like to open up the call for any questions that there may be.

[Operator Instructions] Your first question comes from the line of Aaron Watts with Deutsche Bank. Your next question comes from the line of Marci Ryvicker from Wolfe Research.

I have a couple of questions. Just to confirm, the retrans step down is not due to any hit from CBS being off of direct TV now, is that correct?

Marci, the step down from Q1 to Q2 had nothing to do with that because...

The guide for Q2 to Q3, because that happened in Q3.

Yes. The Q3 guide is consistent with where we came out in Q2. So we do not expect a significant hit there.

Okay. And then for FOX, you're talking about 2019 in principle. So is this a 1-year deal?

No. We are negotiating a multiyear deal. But we have agreed on some terms and not, and we are negotiating other terms. The term has been resolved, in principle, is the fees for 2019, and that's what allowed us to provide the retrans -- a reverse retrans guide for this year.

Okay. So based on the numbers you gave for retrans in reverse, that looks like your margins would fall to about 47% if I take the midpoint of both for 2019. But I assume that that's from a timing issue given that you had your -- all of your -- most of your reverse come up this year versus your retrans. Then maybe margins would be higher next year?

Well, we haven't looked at next year. And again, FOX, we've not discussed -- and we don't have any agreement with all of our networks on fees for next year. So FOX, again, is still outstanding. You're right with the math for this year. Reverse is at about 47%. And that we renewed the selling of the majority of our network affiliate deals, or I should say, majority of our network affiliate deals we have priced in 2019 at different points.

Okay. And then, just -- Jim, going back to the $5 million of incremental synergies from Raycom. I know you broke out $42 million payroll and $43 million from that retrans and contract revisions or terminations. But for that $43 million, it's hard to believe that any of that's going to come from that retrans, if you just redid all of the numbers including Raycom, right? So that extra $3 million would really come from terminations more than that retrans?

Not necessarily. It's a mixture of all those things.

Your next question comes from the line of Kyle Evans with Stephens Inc.

I was hoping you guys could dive down into the trends that you're seeing in both your local and national core? And then I've got some follow-ups as well.

In general, Kyle, I mean, local is doing obviously better as we would have -- as we anticipated, as we always expect. National is more impacted by auto. We have seen, as other people have commented, some of the services categories, and we probably break it out a little bit differently than others. But financial and some other legal has been doing relatively well in the first 6 months. So we -- obviously, we're pleased with that. As I've commented, I guess, on the last 2 calls, in general, looking at whether it's local or national, and especially at auto, which you can look at it in other categories too, some of this can be attributed to a couple of main accounts. So we have commented about Jeep, Chrysler, Dodge several times. But also, it still seems to be a case where up and down the line of our -- in total advertising base, proportionally, more people are taking a little bit more off the table than putting money on the table. There's always a mix of both. But we're not seeing, what I would describe as wholesale flight. I mean you get ins and outs, which are routine in any given quarter, and you would expect it. But it's not like everybody's moving large amounts of money to the sidelines. It's just -- it feels like people are just putting some stuff in their pocket for somewhere down the road.

It seems like auto has been shrinking for a while now and you've had some of your other verticals showing some strength. What is the overall contribution to the core of auto now?

Given our very, very strong news footprint in the overall strength of the stations would be #1s and #2s. We still skew pretty high with auto. It's still up probably in Q2, is around 24%, 23% -- 24%-ish. On a year to date basis, it's probably again, 24%-ish.

[ 22.7% ].

Okay. And you've got some larger stations now with Raycom added to your footprint. Do you see any material difference in either retrans or core between those large and small markets? One of your peers has been pretty vocal about that.

Yes. So this is Pat LaPlatney. Our larger markets, just from the straight performance perspective, have grown in the last couple of years. But it's really a bit of a mixed bag in terms of -- you can't say small markets in general are underperforming larger markets. We just happen to have a fair number of our -- the bigger properties in our portfolio performing well, I think, given at the current time. And so I don't really think you can make that assumption.

Your next question comes from the line of Dan Kurnos from Benchmark.

Just 2 quick housekeeping questions for Jim. Just if I kind of back out the accounting adjustment or whatever it was on retrans, does that mean that the trend is basically just stable throughout the year? Does that smooth everything out?

On the growth side, yes. I think you can take the Q3 guide and expect that the Q4 number is in that same range.

And then, just on the outlook on the back half of the year, either Jim or Kevin, you called stable subs, said it was a bit of a surprise or outside of your -- upside expectations in the front half, but you're still calling for, effectively, equates to flat retrans in the back half of the year sequentially without any material renewals. So is that sort of a similar outlook embedded in there when factoring in your escalators?

Our escalators and -- our sub counts have been virtually unchanged, and our escalators kick in on January 1. So we're seeing a pretty steady state run through the year with the exception of the billing adjustments that we saw in Q1.

Great. And then, just one kind of high-level question. You're already getting upside to synergies. We've now got a net retrans number that's probably better than what people were expecting. How do we think about, when you first bought Raycom, sort of factoring this all in relative to sort of the free cash flow or OCF that you talked about, like how do we think about the magnitude of delta now in guide going forward? It seems like you guys have some pretty meaningful upside. And I'm going to assume, Jim, that your free cash flow statements were -- I don't know if those were as reported, but I think CHB would be higher.

They were -- those were CHBs. And I mean we always knew that the Raycom transaction would be extremely highly free cash flow accretive to us. It has proven to be exactly that. That's probably slightly better than what we would have said a year ago or even 6 months ago given slightly a little bit better improved synergy. There may be a little upside in the synergy number by the time we get to December. As you know, we always work hard to try to be as efficient as possible. And as I mentioned, our -- especially this year, in free cash flow, given our NOL is starting off a little bit bigger than we anticipated, it's allowed us to bring our cash tax number down to the $10 million to $12 million [ I threw out ] for the full year. So overall, we are extremely pleased with the transaction and how it's been playing out over the first 6 months and our expectations and how it's going to play out over the remaining 6 months.

[Operator Instructions] Your next question comes from the line of Jim Goss from Barrington Research.

First, Kevin, last quarter, you were arguing persuasively that, like, retrans has continued upside from the standpoint of the broadcast stations. That -- with the development of some examples of impasse since that time, I'm just wondering if that's suggesting more pushback from distributors and if the notion is as full proof as you seem to be implying at that time.

Jim, our -- all broadcasters combined are taking -- have somewhere between 17%, 18%, 19% of the total programming pie. Our ratings are significantly higher than that as a group. The intensity of our viewership is significantly stronger than non-broadcast channels. So yes, I think there is still a huge way for us to go. There are generally drops occurring with 1 big MVPD who's gone a lot bigger in the last year or 2 while we're seeing and hearing that other people are getting deals done with other distributors. So we've always had impasses in the programming space. It don't just include broadcasters. The press likes to talk about the broadcast impasses. But there are plenty of impasses that do not involve broadcasters, that do effect all 210 markets in the country. It's -- these are tough negotiations. They're not getting any easier. But deals are still getting done. Again, we did 500 deals in the last 3 years without a single drop. And our peers are doing an equal number of negotiations without drops, and maybe there is 1 or 2 impasses here or there. The overall percentage of deals that broadcasters get done versus those that result in an impasse is extremely high. So I don't see of others -- some noise right now this summer, I don't think there's anything dramatically different in our expectations for growth retrans over the future.

Okay. I figure it's always good to revisit those things. And on the flip side, the retrans expense seems to be edging to 52.5% to 53%. Do you feel that captures much of the existing pressure? Or do you think -- are you expecting the network clawback share to continue to edge higher?

I mean I'll say the same thing I've said for years. We kept 100% of $20 million in 2008 retrans revenue. The margins will continue to come down, and we are managing the company for the money that we deposit in the bank, not the margins. So we are unconcerned and not running the company to hit a particular margin. We are concerned about the dollars that we bring in and our net retrans is -- has been growing for all of last several years, and we see it growing going forward. To us, that's the important matter. The networks need to spend more money to secure programming and in more competitive programming environment. We get that. At the same time, we all need to get compensated better for the programming and the value that we're delivering. And at the end of the day, the network broadcast affiliate margins aren't going to change because they have changed every single year since 2008. So again, there's nothing new here, sorry nothing that is unexpected. I think across our entire peer group, we've all been saying the same thing. Markets are going down and nets -- but nets going to continue to grow.

Okay. And with the Full Court Press, you said -- I think you indicated there was this 70% sell-through so far? And I'm wondering -- and that's nationally. I'm wondering if you're getting takers in the bigger markets as part of that.

Yes. It's Pat LaPlatney. And yes, we are getting takers in the bigger markets, and it's -- yes, roughly clear to the 70% in the US, and we think it'll exceed that number.

Okay. And finally, I know Jim and I have talked about this over the time. But the shape of the political and Olympic revenues over the course of 2020, is there anything different from past times this time? Will it be mostly a little bit in the first, mostly in the late third quarter and early fourth quarter? Or any other variance you're expecting?

I mean in general, on a very broad sense, yes. Historically, I've said this for many, many years, it seems like half of the total political revenue usually falls in the fourth quarter, half or more. That being said, given we've got more exposure in 2020 to the early primary states than we've ever had before, we might -- we're all cautiously optimistic that we'll see more activity in first quarter than we have seen historically. But again, given we believe 2020 will be a very significant political spend for the TV industry, the broadcast industry and a very strong year for us, and we're not going to put a number out, but it's -- all signs say it will be a good year. We would expect, as you said, the spending will be heavy at September through Election Day.

Next question comes from the line of Michael Kupinski from NOBLE Capital Markets.

One other broadcaster indicated that they're already seeing, a very small amount, but already seeing presidential money being booked. And your political is trending better than what I would have expected in an off-election year. Are you seeing any of that at this point?

Yes. We've seen some -- I would characterize it as a relatively small dollars. But we actually mentioned this on our Q1 call that we had already seen some small, relatively small orders in Iowa, as early as, if I recall, that came in in February. Maybe it was March, but it was extraordinarily early. And so that we take as a very good sign for -- as we move through the latter part of this year as well as into the -- as well as all through 2020. And as Pat commented earlier, we've also seen very good spend in the nonpresidential races already this year in several gubernatorial races as well as the special election in North Carolina. That -- so we're pleased with the early trends.

It seems like the political dollars being raised are significantly more than the last cycle, certainly on the presidential side. Also, you -- Gray has very deep and long relationships in the broadcast industry with potential sellers. Can you talk a little bit about the M&A environment currently? Are you seeing the sellers potentially coming to the market at this point? Obviously, you still have a nice large cash position and able to execute on M&A if you need to. Just kind of give us the thoughts on what you're seeing out there.

Michael, it's Kevin. Honestly, it's pretty quiet in the M&A front. There's a little activity. There's not a lot going on.

[Operator Instructions] Your next question comes from the line of Dennis Leibowitz with Act II Capital.

You said, Jim, that the full year will comfortably exceed $300 million this year in free cash flow, and it was $522 million in 2018. So on the blended basis, it's like $4.10 a share. From everything you've said with political and an acceleration in retrans contracts and synergies above guidance, I would assume that 2020 will be higher than '18. So is -- I mean is there anything wrong with that analysis, which would indicate that the free cash flow per share would be well over $4?

We have consistently said for a while that we -- our expectation is that 2020 will look better than what 2018 looked like on a combined historical basis in free cash. And our '18 and '17 numbers are published on Page 5 of our current investor presentation that's on the website. So we've obviously put out some general numbers now for '19, and we have been saying for -- it feels to me like about a year now that we do expect '20 to be better than '18, yes.

If I could just follow up. I mean, given what your stock price has done today, I know that your focus on free cash flow is in debt repayments given the leverage. But the free cash flow yield now is close to 30%. Is there any point at which you would take advantage of that in terms of share repurchase?

I don't think we want to comment explicitly on whether we would be opportunistic or not. There is just shy of $50 million available on our repurchase authorization, and that authorization is good until the end of this year. And I understand what free cash flow yield on any given day may or may not be. And we certainly think it's an extraordinary yield period. But you are right, we've just done a lot of M&A. We have -- we do want to bring leverage down. So we'll have to be very thoughtful on our allocations over the near term.

And there are no further questions at this time. I will now turn the call back to Hilton Howell for closing remarks.

Well, thank you very much for all of you joining us this morning. We're very excited about the balance of the year and particularly looking forward to political in 2020. As you know, Gray Television has one of the best footprints in the presidential swing states of any company in the broadcast business. And so we look forward to the future with a great deal of optimism. Thank you for joining us today, and we'll talk to you next quarter.

This concludes today's conference call. You may now disconnect.