Nexstar Media Group Inc (NXST) 2013 Q4 法說會逐字稿

Good day and welcome to the Nexstar Broadcasting Group's 2013 fourth quarter conference call. Today's call is being recorded.

All statements and comments made by management during this conference, other than statements of historical fact, may be deemed forward-looking statements within the meaning of Section 21 of the Securities Act of 1933 and Section 21-A of the Securities Exchange Act of 1934. The Company's future financial conditions and results of operations, as well as forward-looking statements, are subject to change. The forward-looking statements and comments made during the conference call are made only as of the date of today's conference call.

Management will also be discussing non-GAAP information during this call in compliance with Regulation G. Reconciliations of this non- GAAP information to GAAP measurements are included in today's news announcement. The Company does not undertake any obligation to update forward-looking statements reflective of change and circumstances.

At this time I would like to turn the call over to your host Nexstar President and CEO, Perry Sook. Please go ahead

Thank you, operator, and good morning everyone. Thank you all for joining us to review Nexstar fourth quarter and record full year 2013 operating results. Our recent M&A activity and other initiatives that will drive continued free cash flow growth this year and beyond. Our Chief Financial Officer, Tom Carter is also here with me this morning.

During 2013 Nexstar generated record financial results by every metric. We successfully integrated 18 station acquisitions announced in 2012 and early 2013 in to our operations. We entered in to agreements to strategically expand our operating base by an additional 37 stations through accretive transactions. We lowered our weighted average cost of capital and strengthened our balance sheet and we initiated in 2013 the payment of a quarterly cash dividend.

In late 2013 Nexstar celebrated its tenth year as a public company, and 2013 also marked the 17th year anniversary of the Company's founding. Over this time and over my 34 year career in the industry one thing has been certain and that has been change. Today is no different except that our ability to adapt to that change and our visibility for growth and future opportunities to build our platform and shareholder value has never been clearer to us.

The consumer appeal of our local news and local content franchises as well as the influence of our medium with advertisers are the envy of the media world. We have observed time and again over history that potential disruptors and regulatory change are part and parcel of our operating landscape. Let me reiterate that we are confident that in 2014 we will see another period of record financial results for Nexstar as we benefit from our expanded scale, our new operating efficiencies and synergies related to recent and soon to be completed acquisitions, the renewal of a significant number of retransmission agreements in Q4 2013 and the first half of 2014 and the expansion of our digital media initiatives, along with the return of the political cycle and highly rated programming such as the Winter Olympics just completed. In addition Nexstar continues to actively and opportunistically identify acquisition targets that adhere to our criteria for accretion and the development of new strong local platforms, and we will continue to cover these item in more detail later on this call as well as in your Q&A.

Quickly recapping our Q4 acquisition activity. In November we entered into definitive agreements to acquire the stock of Grant Company the owner of 7 television stations in four markets for $87.5 million in a transaction that is expected to be immediately accretive to Nexstar's free cash flow upon closing. We followed this in December with an agreement to acquire 6 television stations in two market for $37.5 million from Hoak Media also in a transaction that is expected to be immediately accretive upon closing.

Since July 2012 Nexstar has doubled the number of television stations that we own or to which we provide services as we and Mission have acquired or agreed to acquire 53 television stations for a total value of approximately $863 million. Of that amount $498 million are in pending transactions which are before the FCC and are expected to close in the first or second quarter of this year. Upon completing all announced transactions our platform will expand to 108 station, and yet we will reach just 16% of all U.S. televisionhouseholds, so our runway for additional growth through M&A remains substantial. Consistent with our M&A criteria that emphasizes the development of duopoly's upon completing all pending transactions we will own or provide services to multiple stations in 37 of the 56 markets in which we operate.

There has recently been a focus by the capital markets on a possible FCC item for the March agenda dealing with television stations JSA. As you may know as of last night that item has been postponed. We will have limited comment on these matters this morning other than to say we would amend our agreements with Mission to conform and comply with the new regulations while minimizing the financial impact to the overall entity. However given the limited specifics at this time it would be speculative to discuss our reaction and approach were there a change on this front. And as I noted a moment ago we continue to pursue acquisition targets that adhere to our criteria for the development of new strong local platforms and financial accretion, and we do not believe a change in regulation will materially effect our approach to M&A.

With our M&A activity to date as we complete our transactions announced in 2013 Nexstar will generate meaningfully higher free cash flow. We will quickly delever over the first year of operating our new stations, and our leverage will be at an attractive mid 3 times level by the end of 2014. Pro forma for the completion of all announced transactions we believe Nexstar will generate free cash flow in excess of $350 million over the 2014, 2015 two year cycle. That translates to an average annual pro forma cash flow of approximately $5.85 a share for each year in the 2014 and 2015 period.

Looking back at fourth quarter all of our nonpolitical revenue sources posted significant year-over-year increases leading to record fourth quarter net revenue, adjusted EBITDA free cash flow that exceeded our 2012 levels which benefited in 2012 with political advertising. Operationally Nexstar had an outstanding fourth quarter with our results highlighting the ongoing focus on building new local direct advertising channels as well as our growth in distribution and digital media revenue and the successful integration of the accretive acquisitions completed in 2012 and early 2013.

Reflecting organic and acquisition related growth fourth quarter core ad revenue rose 47.4% marking the Company's highest growth rate in this metric 2013. Nexstar's strong core television advertising growth was complemented by a 67% increase in retransmission fee revenue and a 24.4% increase in digital media revenue, which collective more than offset the impact of $25.8 million of political revenue reduction year-over-year.

Overall core revenue growth highlighted solid spending in seven of our top ten categories an increase in four of our top five categories on a same station basis in addition to 4% year-over-year growth in auto. We also saw strength in cable, retail, insurance and legal categories. Overall top ten category revenue on a same station basis was up 7% versus 4Q of 2012, and our core revenue growth continues to reflect healthy levels of new business with new to television ad revenue for Q4 of $7.7 million marking a 24% increase over the prior year. In addition to the strong core ad revenue growth, Nexstar's approach to M&A integration continues to drive substantial increases in our non core revenue streams.

As total fourth quarter retransmission fee and digital media revenue taken together rose 56.4% to $33.4 million representing 24.2% of our 2013 fourth quarter net revenue. By comparison total fourth quarter retransmission fee and digital media revenue comprised 18.4% of net revenue in the year ago period and 16.9% of net revenue in the 2011 fourth quarter.

Reflecting the approximate 26 million Delta in fourth quarter political revenue relative to 2012 4Q of 2013 BCF of $55.3 million was off the record levels by less than $1 million or 1.7% while our adjusted EBITDA grew 2.5% to $49.3 million inclusive of one time expenses of approximately $1.1 million related to strategic initiatives. Fourth quarter 2013 free cash flow was up 113.7% from the fourth quarter of 2011 the previous nonpolitical period and was up $4 million or 14% over last year despite the benefit in Q4 of 2012 of significant political revenue. The operating efficiencies we are driving from our expanded scale, the integration of our recently completed acquisitions and our focus on duopoly's is highlighted in our fourth quarter BFC and our adjusted EBITDA margins, which were solid in a nonpolitical yearat 40% and 35.7% respectively.

Tom, will review the financials and strength in capital structure shortly, but our balance sheet provides us with additional flexibility allowing us to continue to acquire other stations and accretive transactions, also to continue to delever and for the increase return of capital to shareholders. Last month as you may know the Board of Directors approved a 25% increase in our quarterly cash dividend to $0.15 per share per quarter in 2013 and we returned a total of approximately $23 million of capital to shareholders in the form of dividend and the repurchase of 365,384 shares of our common stock in 2013. For Nexstar free cash flow is our primarily performance metric, and as we move toward completing the pending transactions and in the 2014 political spending cycle our prospects for generating very significant free cash flow per share over the current and next two year cycle is highly visible.

Tom will now give you further detail on our financial and review the expected financing of our recently announced transactions and also update you on our capital structure. Tom.

Thanks, Perry. And good morning everybody. I will start with a review of Nexstar's Q4 income statement and balance sheet data after which I will provide an update on our capital structure and recently announced transactions.

For Q4 2013 net revenue was $138.1 million which was up 18.9% over the same period in 2012. Core revenue was $107.9 million up 47.4% as Perry mentioned before. Local revenue was up 42.7% to $75.1 million, and national revenue was $32.8 million up 59.5%. On a same station basis core revenue was up 6.3%, local revenue was up 4.4%, and national revenue was up 11.4%. Political revenue was down from $27.3 million to $1.5 million as obviously we benefited in 2012 from the strong political cycle. Retransmission fees were up 67% to $26.8 million. This amount was up 14% on a same station basis. Digital media revenues were $6.6 million compared to $5.3 million the year before, and profitable, as Perry mentioned, was up as adjusted EBITDA was $49.3 million and free cash flow was $32.7 million up 14% over the same period in 2012.

Nexstar's fourth quarter corporate expenses were $6 million compared with $8.2 million a year ago. Corporate expense declined as the year ago period included $2.6 million in nonrecurring expenses associated with personnel costs, the recently announced strategic and closed acquisition and expenses related to capital markets activity compared to approximately $700,000 in (Inaudible) expenses in Q4 of 2013. Also as noted previously in anticipation of the station acquisition integrations in Q4 corporate expenses increased to reflect additional staffing, infrastructure and to manage the operation of the additional stations.

As detailed in this morning's press release, Nexstar issued options to purchase approximately 745,000 shares to 53 executive, directors and managers on January 15th in the first broadly distributed incentive option grant since 2009. The size of the grant and the value of the options will cause an increase in the non cash stock compensation expense of approximately $1.1 million in Q1 of 2014 and $1.5 million each quarter thereafter. This amount is on top of the current runrate of approximately $500,000 a quarter.

Accordingly, we expect total corporate overhead to increase to approximately $8 million to $8.5 million per quarter beginning in Q1, but cash corporate overhead will remain consistent with previous expectations of approximately $6 million per quarter. Both amounts do not assume additional meaningful transaction expense. Also importantly during the quarter total station expenses on a same station basis were down 1%, and on a same station basis fixed cost, which in our definition exclude affiliation expenses and sales expenses, were down 3.1% in Q4 of 2013 compared to the same quarter the previous year as we continue to aggressively manage our business and drive expenses from the system.

Turning to the balance sheet, I will review some key items at 12/31/13. Total net leverage was 5.84 times versus thetotal permitted leverage covenant of 7.25 and first lien leverage was 2.86 versus a new covenant of 4 times. The only changes to the capital structure during the fourth quarter were those outlined in our Q3 call on November 5th.

In connection with the refinancing of the 8 7/8% notes we recognized an extraordinary charge of approximately $33.7 million during the quarter and in December of 2012 we repriced the other $350 million of our Term Loan B to the same price of the Term Loan B which was done in November of approximately 3.75%. The blend rate on the refinancing of the 8.875% notes is approximately 5.75% comprised of $275 million of the 6.875% senior notes and $150 million of borrowings under the credit facility at 3.75%. This financing is expected to be approximately $10 million to $15 million accretive to free cash flow in the next several years, which is included in our current estimate of over $350 million in pro forma free cash flow over the next two years. The committed cost of financing for the CCA transaction is below 4%, which will further reduce Nexstar's weighted average cost of borrowing to approximately 5% from the current levels of approximately 5.75%.

Nexstar's outstanding debt as of 12/31/13 consisted of $545.4 million outstanding term loan debt that we have no borrowings under the revolver currently. Additionally under the now expanded 6 7/8% senior sub debt there is approximately $525 million of debt outstanding. Total debt at the quarter was $1,071,000,000 and we had approximately $40 million of cash at 12/31/13. Total interest expense for the fourth quarter was $15.9 million compared to $13.6 million for the same period in 2012. Cash interest expense was $15.1 million compared to $13.0 million for the same periods. As average debt levels throughout the quarter increased to reflect the borrowings on the credit facility and the issuance of the additional 6 7/8% note partially offset by the aforementioned lower weighted average cost of debt.

During the quarter we announced accretive transactions for 13 stations for a total purchase price of approximately $125 million. These transactions will be funded with existing cash, existing financing commitments and additional capital markets activities.

Nexstar Q4 CapEx of $1.8 million compared with Q4 2012 CapEx of approximately $6 million. The CapEx incurred during 2013 in the fourth quarter was for upgrades to the newly acquired stations and the relocation of our corporate offices. The year-over-year CapEx reduction reflects the fact that much of the 2000 CapEx was front-end loading in 2013 reflecting the station additions and construction and equipment costs associated with those new broadcasting properties including our Memphis station facility and Fresno hub and the acceleration of local HD organizations in a large number of our markets. Our full 2013 CapEx came in at $18.7 million more or less in line or slightly below our $20 million expectation, and considering the 2013 announcements and planned addition of 37 stations we are budgeting CapEx in 2014 of approximately $22 million which like 2013 will largely be front-end loaded as we bring these stations in, in the first half of the year .

We believe our results again demonstrate we are successfully managing our M&A initiatives and discipline acquisition criteria, our top line, fixed and variable costs and the balance sheet for cash and remain focused on further actions that can enhance value. Also as Perry noted, the first increase dividend and our fifth dividend overall will be paid this Friday. Looking forward, the successful integration and realization of synergies from the stations acquired in late 2012 and early 2013 reinforce our view on the synergies and cash flows to be garnered from station transactions announced later in 2013.

That concludes the financial review for the call. I will now turn it back over to Perry for some closing remarks before Q& A.

Thanks very much, Tom. I want to remind everyone first and foremost our goal is to deliver growing levels of free cash flow for our shareholders. We have built a long-term track record on this front, and we remain committed to identifying and acting on new opportunities to create additional further value for our shareholders. In this regard we believe we have the debt capacity combined with a target debt capacity to complete approximately $250 million to $300 million of additional acquisitions should those opportunities meet our acquisition criteria. This would be without the issuance of additional equity and while maintaining prudent leverage levels. There is a fair amount of this activity in our pipeline, and we will harvest any and all of it provided we see a path to free cash flow accretion upon closing the acquisition.

Looking forward we have ever reason to be very confident in our expected free cash flow growth as we look out through 2014 and beyond. First core television ad sales remain healthy with the medium continuing to assert its dominance with huge ratings for the Super Bowl which aired on our 13 FOX affiliates. With our 19 NBC affiliated stations the last two weeks have been phenomenalas the Olympic programming has been masterfully produce. And Nexstar took the advantage and initiative to send two crews to Sochi to successfully leverage the national popularity of the games with specially locally produced Olympic content.

In terms of political, this category has been a revenue source that has grown at a double digit clip in the even years, which we see continuing again in 2014. This year is expected to be robust for Nexstar based on the geographic composition of our platform and State wide races. Specifically there are a record number of Statewide Senate and gubernatorial election races in the Nexstar's market this year, with 19 Senate seats up for contestant, 5 of those are open and 22 Governor seats with 4 of those being open seats. Issue advertising has become almost a year round revenue item, and we will see the official kick off to our 2014 campaign political cycle with the congressional primaries in Texas and Illinois coming up in March.

As I noted earlier during Q4 we successfully renewed a significant number of retransmission consent agreements and continued to close the value gap between audience viewership and distribution revenue. In total an additional 40% of Nexstar's MVPD subs are up for renewal during calendar year 2014, and we remain confident that the high value and ratings of our programming and local content will continue to be more appropriately valued by our distribution partners.

With respect to digital media our long-term double digital organic growth combined with the energized platform that we acquired in the first New Port transaction has elevated our scale and prospects for digital media. Total digital media revenue amounted to approximately $31 million in 2013 up 68% over 2012 levels, and we believe we can grow this high margin revenue stream to over $100 million over the next five years both through organic growth and M&A that adheres to our accretion and acquisition criteria.

To support this goal in Q4 we named former NBCUniversal broadcasting and cable veteran Tom O'Brien to the newly created position of Executive Vice President, Digital Media. Tom's extensive digital media and mark experience and successes at NBC in developing and implementing multi platform growth strategies will help to expand our offerings and enhance our user platforms and multi platform integration while allowing us to take a more holistic approach across our entire platform to business and revenue development.

In closing, we are lazar focused on closing and effectively integrating and extracting synergies from the planned acquisition and addition of the 37 stations that are currently before the FCC, and we will close on those in the coming months. We believe that our acquisition and operating plan combined with our prudent management of our capital structure is a prove formula for sustain long-term growth and shareholder value appreciation. I would like again to thank you for joining this morning, so now let's open the call to Q& A for your specific areas of interest. Operator.

(Operator Instructions). We will take our first question from John Janedis with UBS.

Thanks. Good morning guys. Perry, just wanted to start thanks for the comments on the JSA. I get it that you do not want to speak too much to it, but can you give us an update on the percentage of your revenue that comes from JSA or maybe similar type of arrangements ?

John, I think we said from our JSA markets currently in the platform before all of the acquisitions are folded in it is approximately 70% of our revenue comes from markets where we derive an economic benefit from more than one station.

Thank you. Moving to advertising. When we think back to last year, I think the overall view maybe was the health of the core market was okay but not great. So as you start 2014 x political, how do you feel about the economic back drop in the markets you operate in? Does it feel better than last year to start, and is there any kind of impact from weather so far for the first quarter?

I think first of all we reported fourth quarter core ad revenue on a same station basis of approximately 6%, and I think you will see a similar mid single digital rise in core ad revenue on a same station basis in the first quarter 2014. Weather has not effected our operating and our ability to generate revenue. In fact, that is not permitted as an excuse for not making your revenue budget in our Company. If you are not selling far enough out to take advantage of opportunities, than you are probably not managing your business correctly. We believe you will see a mid single digital growth on core revenue on a same station basis in first quarter 2014, and yes obviously that is much better than the way 2013 started off from a core revenue basis.

And so the macro feels better generally speaking across your assets?

I think that is fair to say, yes.

Thank you very much.

We will take our next question from Aaron Watts with Deutsche Bank.

Hi, guys. Thanks for the all the detail. As you think about your costs for 2014 as you break that down to the core level how should we consider that, and also maybe an extension there as you think about investment in more proprietary local programming in your markets, how are you thinking about that type of investment going forward?

Let me take the cost question and then I will turn it over to Perry for local programming there. Our cost we break it down obviously into a couple of buckets the variable costs associated with sales will be up this year as we see a return in political advertising but that is a good thing because those are clearly directly attributable to revenue. Our costs associated with network affiliation fees will continue to increase at a double digit rate cliff over 2013. But again those on a total basis represent less than 10% of our total expenses currently. Then the fixed cost is basically everything else which in my way of thinking probably represents between 60% and 65% of our total costs will increase at a low single digital rate of increase from previous quarters, previous years I should say. And you can see clearly in Q4 we substantially beat that as our absolute level of expenses on a same station basis was down, and it was down approximately 3% if you x out those affiliation expenses and the sales expense, which is the way we think about it our controllable expenses if you want to think about it that way. It is clearly a focus. It is job one for me on the expense side, and we take it seriously and have a passion for it. With that, I will turn it back over to Perry for local programming.

Sure. Obviously we have expanded the amount of local programming we do fairly dramatically in addition to the hours of news we produce. For exampleI was in our Salt Lake City ABC affiliate on Friday and we have launched in the last year a 3 o'clock show that is a local show in the afternoon that complements our morning shows, which we do two hours of local programming in the morning following Good Morning America. And those have all been funded -- and our Green Bay station has done the same thing, has launched a 9 o'clock show and has a 4 o'clock show in addition to our local news broadcasts at regularly scheduled times throughout the day. And those have all been funded through savings of license fee for nonrenewal of syndicated programming. We will continue to look at that as the model of taking some of the savings of our license fees to the bottom line and investing the remainder in additional personnel at the local level that can help to produce this additional local programming, which by the way has broad appeal with advertisers. We are able to bring advertisers on to the set to talk about their businesses, they can have billboard opportunities, we can do programs on location and all of this has tremendous appeal beyond just selling 30 second commercials inside of TV programming. It is a core tenet of our business that we will expand locally wherever we have the opportunity to do so because it is good business to do that.

That is really helpful. One other one from me. What is your latest thoughts on when you are going to close these most recent acquisition?

Obviously it is dependant on FCC approval, which has kind of stalled and I think we now know why some of the approvals have not been forth coming. It is obviously dependent on that, but we would expect the log jam to break sometime in the second quarter.

Aaron, let me just add I was in Washington D.C. the last two days, and I was in every one of the FCC Commissioners' offices as well as I met with Media Bureau and also met with the DOJ. And I would characterize all of those discussions as constructive. There was a good exchange of information. I will also point out and I read this article I think last week in the first four months of the governments new fiscal year there have been 105 working days and the government has been closed to for 27 of those either due to holidays or weather delays, so literally the federal government was closed for about 25% of the time since the beginning of its fiscal year. None of that has helped move along the processing, but the Media Bureau is processing our applications, and obviously we are hopeful that we will see perhaps a grant here in the first quarter and then other grants depending on the timing that the transactions were initiated would come in the second quarter.

Perry, what did you say was postponed in your opening remarks?I missed that.

There was a rumor of the chairman's white paper on JSA as well as his agenda for his March 19th meeting has to be posted under the FCC rules 21 days prior to the meeting. My understanding is that white paper and the agenda have been postponed until March 31. I am not an expert on the inner workings of the FCC, but whatever agenda items related JSA will not be on the March 19th agenda and have been postponed until later in the month and may be postponed again for all we know.

Okay, great. Thanks for all the color.

We will take our next question comes from Marci Ryvicker with Wells Fargo.

Thanks. Perry, you are going to pursue M&A despite all this uncertainty oover the JSA. So are M&A discussions just in the industry broadly currently happening or have they slowed or are they on hold because of what is going on in D.C.?

There were M&A transaction announced in the last two weeks involving the Granite stations, and a number of those involved existing JSA or other sharing arrangements. We are involved in M&A discussions. I can't speak for the industry. We have M&A in our pipeline and we are involved in those discussions. I think most folks feel that obviously we are conforming to the government regulations that are in place today, and if the regulations change at some point in the future and all of that is uncertain, but if they do, we will work hard to find ways to conform with those regulations and minimize the financial impact if any to the organization.

So I think that I have been in the business long enough and you have been around too that we have had regulatory uncertainty during certain administration going back to Reed Hunt and the Clinton administration in the 1990s and business continues to move on. We can't wait for something to happen when we don't what will happen. We continue to press with our agenda. And I believe that others in the industry feel the same. I did run into some other broadcasters on the eighth floor of the FCC, and I think people are feeling that we will press our case and make our case for our side of the arguments in front of the regulators and others will do the same, but at the same time business goes on. I will not characterize anything as being on hold at this point in time.

Okay. Turning to the financials, I think you had some pretty big retransmission consent contracts coming in at the end of the year. I don't know what color you can give us in terms of rate. Can you at least talk about what you got over a dollar per sub or any sort of color would be helpful?

All I can tell you is we repriced approximately 22% of our subscribers in December 2013, and they are in our mind at our above current market economics, but beyond that I really can not comment. We are subject to confidentiality provisions in every one of those agreements and would not want to betray any of those with our partners.

My last question, do you have a sense for any impact that a Com cast Time Warner Cable merger could have on retransmission consent growth going forward?

I think it remains to be seen. I think obviously if the FCC has Comcast Time Warner on their plate and have to deal with that to me it would make logical sense that there would be no additional regulatory burden placed on those that sit across the table from Comcast and Time Warner in either retransmission negotiations or competition for ad revenues, but that is one man's opinion. So obviously as the industry continues to consolidate in all sectors I think you will see continued consolidation in the broadcast sector because I think it is just the natural evolution and reaction to everything else that is going on around us.

Got it. Thank you very much.

We will take our next question from Tracy Young with Evercore.

I am just going to first start with two financial questions. Can you give us guidance for CapEx for 2014, and also how much you have in NOLs?

Sure. The CapEx as we mentioned before for 2014 will be approximately $22 million and it will be front end loaded as we have projects on the drawing board right now that will happen in the first half of the year. NOLs have not changed appreciatively. We have not really had much in the way of an update other than the fact that they do approximate something in the high $300 million range for Nexstar and Mission. And obviously I think the good news about the refinancing of 2013 in Q4 and you can see from our financial segments is we were basically at a GAAP net income break even so we didn't use any of the NOLs in 2013, and that $54 million limitation will roll over into 2014 and be added to the $91 million limitation there. We don't think cash taxes will be meaningfully in 2014 or quite honestly 2015 2015. So no big change there from our perspective over some of the comments we have made historically.

Great. And then two question if I could. The first relates to the JSA, is there any way you can give some color as to what percentage they represent or how they contribute to your revenues?And then the second question, CBS recently raised its retrans estimates through 2020. Perry, how do you think longer term about (Inaudible) versus retrans?

Sure. As I think we said earlier, approximately 70% of our revenue comes from markets where we derive an economic benefit from more than 1 station. Our JSA agreements, and these are public, we basically sell the ad time for Mission and take a 30% commission and they keep 70% of the revenue. That's the sum and substance of our TV station JSAs. So we look at that in the context of, in some of our markets, Comcast Spotlight selling ad inventory insertions on 23 to 29 channels, and so our selling ad insertions on 2 of those channels we don't think should be a cause for concern with anyone. And we'll continue to press that case. As it relates to CBS increasing their expectations for retrans revenues by 2020 or 2018, I think we continue to increase our expectations for retrans going forward.

And I believe most of the networks now are looking at fixed fee arrangements that, regardless of your revenue, this is what the expense will be. And of all of the proposals and all the business we've done, we feel very comfortable that we can continue to grow our retrans revenue and maintain a certain margin on that business. Will the expense go up? Yes. Will the revenue go up? I'm confident we can continue to keep pace and continue to grow our top line revenue because if CBS is getting more for their O&Os, that makes it necessarily easier for us to get more and more for our O&Os. And so I think they can rise in concert and we feel very comfortable with maintaining that ecosystem as far as out as I can see.

Great. Thank you very much.

We will take our next question from Davis Hebert with Wells Fargo Securities.

Good morning everyone. Thanks for taking the questions. I believe you guys have talked about political being a positive for you in 2014, meaning you didn't have as much presidential-related revenue in 2012. Tom, I wonder if you could provide any additional information on pro forma political versus 2012.

Sure. I think what we have said and you are exactly right, Davis, we didn't have much in the way of large presidential states other than Iowa, where we now operate with the Citadel acquisition. I think what we have told people is we see a double-digit growth over the reported number from 2012 for a proxy for 2014, and that could be high teens to a 20% kind of growth in the reported number for 2014 over the reported number for 2012, even though that's not exactly a same station.

Okay. Double digital high teens over reported 2012 not necessary inclusive of the acquisitions then?

Correct.

Okay. And then in terms of the NBC agreement I believe that's up for renewal this year. Are you guys in negotiations or is it a little too early at this point?

It is a little too early. Both parties acknowledge that we have a discussion to be had. And we had a brief discussion down at (Inaudible) in Miami that we may want to get started sooner as opposed to later, but it's early to have those discussions at this point in time.

Okay. Can you remind us are you paying NBC currently or would this be part of that double digit growth in affiliation fees?

No, we are paying NBC currently in agreements that were struck in 2011, and just generally, we are paying on 95% of our Big 4 affiliates currently, and so there were only less than a handful of Big 4 affiliates that are under legacy agreements that currently don't have a material affiliation fee payment in them. So you won't see any extraneous shocks to the system here because we are paying, we anticipate we'll pay more, but we also anticipate we'll continue to grow the revenue side of the equation. But we're not going to go from zero to a number. We're going from a number to a larger number, the byproduct of the negotiation.

And just given the timing and the math, our contribution will actually go up and if you want to think about retrans on a net basis, retrans revenue net of affiliate expense will actually go up in 2014 because 22% of our subscribers repriced in 2014. And that growth, combined with the general growth of our escalators and our other agreements, you will actually see the percentage contribution go up.

Okay, got it. Thanks for the that. And then, Tom, you gave some good details on the acquisitions, but I wonder if you could just kind of bullet point it for us in terms of what are the sources and uses that you might still need to address over the next few months.

Well, as Perry mentioned, we've got about $500 million of acquisitions pending, various deposits and TBA payments on those reduced the actual cash needed to close to approximately $400 million. And of that $400 million, we have $184 million unfunded Term Loan A commitment. We have $105 million unfunded revolver. And as we mentioned on the call, we have approximately $40 million of cash, which we think of as kind of being $30 million of available cash above the $10 million, which is kind of trapped in the system at any given time.

So if you do that quick math, there's about an $80 million funding requirement, which we can address once we know the timing of these acquisitions. And quite honestly, the Grant and the Hoak acquisitions are likely to close later in the second quarter, just given their processes and when they were announced in December or late in Q4, plus the Grant acquisition is from an estate and there's more to it just from their side in terms of wanting to close there. So we anticipate a need for an additional, call it, $100 million to $150 million of potential issuance here sometime in the next 120 to 180 days.

That is very helpful had. Thank you. Last one for me, on the pacing number, does that include or exclude any sort of incremental Olympic-related revenue?

The core revenue of mid-single digit would include the contribution from Olympics because as that special event revenue it also takes away regular programming and it's hard to calculate an incremental margin on that because you don't have your regular primetime or your news programming, but you do have special event programming. It does help us gain share in the quarter and our stations did a terrific job with the Olympics, not only selling the ad time from NBC, but selling it digitally on our websites and mobile devices. And then as I mentioned, we sent two crews to Sochi to do localized reports on athletes from various regions, and we generated another $300,000 from those special reports. And that was, on an all-in basis, highly incremental margin business to us. So all-in, again, I think you'll see, as I mentioned, a mid-single digit growth in core revenue on a same-station basis. Obviously, reported revenue numbers will be much higher than that.

Okay, got it. Thanks again for the color.

We'll take our next question from James Dix with Wedbush.

Good morning, gentlemen. Couple of questions. I guess just first, Perry, you talked about reverse compensation or retrans rates in the market moving to a structure of fixed fee, fixed rate. By that, do you mean a fixed rate, which is set independent of what retrans the affiliate partner might be getting, or do you mean a fixed rate really across all affiliate groups, large and small so that a particular network would not have a different fee that they would charge a larger group versus a smaller group? And then I had one follow-up.

I was speaking more to just a fixed rate extends per sub per month that's what it would cost to secure the affiliation. And I really can't speak as to whether that would be universal and blanket or whether you will get what you negotiate and your mileage may vary. I can't really speak to what other groups are doing, I just know our experience.

Okay. And then in terms of your TV time sales, do you have a rough estimate as to how much of your TV time sales comes from news day parts, and do you see that trending in a particular direction for any particular reason?

Sure. Local news is approximately 35% of our television stations' total ad sales and that's for the entire Company and that includes 4 markets that don't have any local news product on, but I can tell you that it averages 40% to 50% in traditional affiliates with strong local news operations. And so that has been increasing as we increased the amount of local news we do and displaced syndicated programming or daytime programming. So on an all-in basis, that has been increasing as we have added additional inventory.

Okay. And then just one follow-up on this question of the revenue that comes from JSA markets. So the way you described the Mission arrangement, would it be fair to say that if, for some reason, you had to unwind the JSAs, the impact on your cash flow would be, at most, really that commission rate times the revenue, so really no more than 30% of that revenue and probably less, given other things you could do to adjust for that. But is that kind of the right way to think about it or is there additional color you could provide on that?

James, it's Tom. Just to be clear, we have expenses associated with that 30% of the revenue that we retain. We pay all of the commissions, we pay the agency commissions, we pay the sales commissions, staff, sales management, et cetera. So there are hard dollar charges against that 30% that we retain, and all of that information that we've seen I think have focused on being able to sell 15% of the available advertising space. So the JSAs would not go away, they would be limited. And if they're limited, we can still obviously believe we'd work with that. But even under your scenario, there are expenses that would move off of the Nexstar income statement onto the Mission income statement associated with doing away with that JSA as currently constructed. Is that responsive?

Yes. So it sounds like the cash flow impact, even under this more extreme scenario that I laid out, would be really substantially, I mean quite a bit lower than even the 30% of the revenue in terms of the cash flow.

We believe that it is not financially significant.

Right, okay. That is very helpful. Thanks a lot.

We'll take our next question from Lance Vitanza with CRT Capital Group.

Hi, guys. Perry, I'm sorry if I'm making you go through this again, but could you talk about what a pro-Aereo ruling might mean for Nexstar, and what your response to that might be?

I'm sorry. Would you repeat that again.

Aereo, obviously, before the Supreme Court, I'm wondering if you could talk a little bit about what a pro-Aereo ruling might mean for Nexstar, and what your response to such a ruling might be?

A pro-Aereo ruling, meaning, the Supreme Court would not enforce the preliminary injunction or would not grant the stay of the preliminary injunction, I guess, is what you are asking. I think at that point, it defaults back to litigation and things go on and on and on. So again, I can't comment too much on Aereo because we were involved in the Salt Lake City case, where the Tenth Circuit judge did affirm the preliminary injunction, did believe that broadcasters would prevail on the merits of the case and we were party to that. That happened last week and so I can't comment too much on it. But we spent a lot of time talking about Aereo, I think the impact on our business is much less than the time we spent talking about it.

Thanks very much.

We will take our next question from Edward Atorino with Benchmark.

Most have been asked but this gentleman just brought up -- I'm not a lawyer, since you have this court ruling, that's a pretty strong language, would it be most likely that the Supreme Court would not overturn a ruling like that?

I'm not a lawyer either, Ed, so I can't speak to what the justice of the Supreme Court would ultimately do, but we feel that the record, we feel that if you get into the actual technology, that Aereo is an illegal service, and more people have agreed with that position than have not. But I would not feel comfortable predicting what justices or individuals would do, individually, collectively, in the ruling but we feel that the facts are definitely on the side of broadcasters that, in its current form, it's an illegal service.

And not to belabor the point, but if you read the ruling, it wasn't a wishy-washy let's take-a-look ruling, it was a pretty strong support of the copyright situation.

I couldn't agree more.

I don't want to go on with that.

We had an attorney in the courtroom during the argument and they very much felt that the judge saw exactly the facts, and ruled accordingly.

Did you give an Olympics number by the way? Revenues from the Olympics, did I miss that?

I didn't. But on an all-in basis, it's approximately $8 million, Ed.

And there was one other event, you didn't have the Super Bowl -- you did the Super Bowl, didn't you? You got it somewhere?

Yes, we had it on our 15 FOX stations and that was about $1.5 million Sunday for us.

Okay. Thanks. Most of my other questions have been asked.

We will take our next question from Barry Lucas with Gabelli & Company.

Thanks. Good morning. I have a couple of quickies, if we can squeeze them in, Perry. First, any sense either fourth quarter auto pacings on a comp basis, same station and what that's looking like in the first quarter?

It was up in the fourth quarter. I think we said approximately 4% on a same-station basis and we're seeing a slight acceleration to that number in the first quarter, so mid-single digit growth.

Okay. And I want to make sure that I got the right numbers, at least, on paper here from Tom. I thought you said you repriced 20% of the sub base in December and another 40% come up during the first half of 2014. So close to two-thirds of the overall household base could come up within 6 months or so?

It was 22% of our subscribers were repriced at the end of 2013, and it's about 42% will be repriced during 2014, not just in the first half but for the full year.

Okay. So within a 12-month period, two-thirds of the sub base is going to be repriced?

That is right, Barry.

I can do that kind of math, actually, Perry. Last item for me. I want to go back, since we're beating dead horses here, but you mentioned comments about Time Warner Cable and Comcast getting together. And just wondering if you, as I'm sure you do, raised the point in either with the Commission or elsewhere when you look not just across cable households and you mentioned Comcast's ability to sell ad insertions across multiple channels, but looking at the multiple exposure of the network, the NBC network, the cable networks, the owned and operated stations, along with the cable households, what kind of response, if any, do you get from the people and the powers that be when you are talking about having two outlets in the market when they've got many, many more in certain markets?

The response we got from kind of depending on party affiliation was either we get it or we haven't made up our mind on Time Warner and Comcast as to how we're going to deal with that, but I think you make the perfect point and we certainly don't have anything against consolidation. We have been preaching and extolling the benefits of consolidation in our space, the mid-market space, for as long as we've been having these phone calls.

But I think logic dictates, as you said, that if the Number 1 and Number 2 cable entities can merge and Comcast has multimedia interests, we don't begrudge anyone anything but, by the same token, then why can't we own or at least sell the inventory of 2 UHF TV stations in Abilene, Texas, I don't think that, that is in any way, shape or form anticompetitive and in fact, I think it's a reaction to the current competitive environment and landscape in which we operate.

And I think that most people acknowledge that. As I said, with all of the Commissioner's office in the Media Bureau and the DOJ, I thought our conversations were constructive. And so whether that influences anything, politically or otherwise, it remains to be seen. There are a lot of fingers in the pie but I think we've attempted to make the same logical argument that you have, Barry, and so we'll see where the chips fall and how they fall.

Great. Thanks very much Perry.

We'll take our next question from David Farber with Credit Suisse.

How are you doing. Thanks for taking the time. I just wanted to get a better understanding of the appropriate pro formas, given timings and closings. And Tom, you helped before in sort of discussing, I think, the funding requirements a little bit. So I guess my first question is, in the fourth quarter you talked about compliance leverage of, like, 5.8 times versus 4.9 times last quarter and the debt level was roughly the same, so I'm just curious what's driving that, maybe there's some timing, but if you could help us with that. And then I just have a follow-up question as well. Thanks.

Sure. Well, we have two things, one is, the biggest driver is the fact that we lost on a trailing 12 basis at September 30, we had a substantial amount of political revenue from the fourth quarter of 2012. By 12/31/13, all of that went away and was replaced, if you look at the financial statements, obviously, we had approximately $26 million or $25 million less political revenue in Q4 2013 versus Q4 2012, that's the biggest driver.

The other driver is the fact that we have approximately $40 million of deposits on deposit for pending acquisitions, which is funded debt to us but, obviously, we're not receiving any cash flow for that. So those are the two drivers that increased leverage in Q4 2013 over previously announced levels, if that's responsive to your question.

Yes, so that is the timing that I was speaking to. So it's the political and then it's obviously funding without being able to close it and, therefore, get the attributable EBITDA.

Correct.

Okay, that's helpful. And then the second piece is in a similar vein, you obviously ended the quarter with roughly $1.1 billion of net debt. It sounded like, if we heard you correctly, that might grow, call it, $300 million or $400 million given the pending acquisitions, correct us if we're wrong there. And then what would the pro forma EBITDA look like alongside of the funding if you guys have broken that down at all. That would be helpful.

Well, on the pro forma debt, our net debt right now is $1,030,000,000. If you added $400 million to it, obviously, you get about $1,425,000,000 or thereabouts. And we have not given a pro form EBITDA number off of that other than to say if you go back and look at each one of the announcements of the acquisitions, we give a first year expected BCF and you can try and total all those up. But again, it's a little bit difficult for us because of the seasonality of the business, we don't know exactly when these things are going to close. I have a whole model built on various closing dates for this, but the EBITDA moves around a little bit given the seasonality in the business.

Maybe the best way to think about it is Tom's guidance that we'll be a pro forma for closing all of the acquisitions in 2014, and assume they close in first and second quarter, we'll be at a mid-3 net debt leverage at the end 2014.

I see that. And that, Tom or Perry, that includes cash flow generated alongside of it. Just to be clear, or does that exclude the cash component?

No, that is a total leverage, including free cash flow either used to pay down debt or reallocated to other purposes.

Understood. Okay. That is helpful. I appreciate it. That is it from me guys all the other questions have been answered.

Thank you.

We'll take our next question from Ari Friedman with Cobalt Capital.

Hi, guys. Thanks a lot. So just given the significant free cash flow growth that you have in front of you and the attractive price of the stock right now on these regulatory concerns, which you guys think are not significant, why not use some of the cash for stock buyback?

Well, I think from our perspective, we still see there being opportunities for accretive M&A, and accretive M&A at levels that are consistent with what we have seen in the past, which is a buyer's multiple of something that starts with a 5 for us. And so we're more interested in putting that money to work for the most accretive acquisitions we can and the most accretive purposes we can. And if we still believe that, that is in fact the case, which we do, in acquisitions, that is more accretive and substantially more accretive than buying back our stock.

Thank you.

We'll take our next question from Michael Kupinski from Noble Financial.

Thank you. I just have a clarification, regarding the Time Warner Cable and Comcast merger, you indicated that you're not really affected by the retransmission revenues or you don't think that it's going to have much of an impact. I'm more curious from the standpoint on getting a little bit more granular on the retransmission revenues because of the acquired clauses that Comcast may have, and I know that Time Warner, in the past, has been a little more lenient on retransmission revenues than Comcast has. Is there any variance between the prospect of Comcast buying Time Warner that you might be affected by the acquired clauses, which may ultimately lower your retransmission revenues for systems that are covered by Time Warner?

Sure. I'll take a stab at that. Quite honestly, Time Warner is a -- well, let me make this a positive statement. Comcast has been more commercially reasonable from a retransmission fee negotiation perspective. At least, that's been our experience and I think the experience of the sector as a whole, has been Time Warner has been more difficult to deal with. So I wouldn't say that there is a material economic difference to us from their contracts. The only thing that would change that equation is the contracts obviously do not perfectly align themselves from an expiration date. So you may see one that is slightly better than another but that's only a timing factor that can be made up over a period of time. But in terms of the absolute economic impact of that, they're not materially different and we haven't seen it be materially different in our experience.

I agree.

If the transaction closed today, it would be a net positive to us due to the timing of those two agreements.

Okay. Perfect. That is all I needed. Thank you.

We'll take our next question from Brian Warner with Performance Capital.

I apologize if this has sort of been covered. But I'm really curious as to the acquisition market and sort of of the size and the breadth of it, and are there any sort of asset deals left in your mind or are we at a point -- and I know you commented that nothing's really on hold as a result of some of the regulatory things that have gone but do you think we'll see somewhat combinations among sort of the midsized public groups this year, I mean, is that sort of a logical thought?

Well, sure. I'll take a stab at that. As we've said historically, we thought that there was roughly $1.5 billion or so of available cash M&A, as we call it, continue to be out there. That number has been reduced by the amount of transactions that have been announced in the last several weeks specifically, Granite, to something just north of $1 billion of probably potential cash M&A over the next, call it, 12 months, plus or minus. So we think that there still remains meaningful cash M&A and that's all against the backdrop of keep in mind that approximately half of the cash M&A done in 2013 came from three rather large transactions. We don't see any of those billion-dollar transactions materializing in 2014.

So the market is not significantly different than it was in 2013 for these medium-sized deals, which is, quite honestly, where we find ourselves more successful. Having said that, we think that there continues to be opportunities and larger transactions of nonprivate companies, public companies that could potentially transpire and could potentially require the use of equity, still makes sense. We think that those transactions would be accretive, but none of those have happened heretofore.

Fair enough. Thank you. And just one last question. Just sort of your best guess on everything you're sort of seeing and hearing about how this political cycle will compare with 2010?

Sure. I think from our perspective, we're confident in the ability to sustain that 20-plus percent compound annual growth rate in political revenue even-year over even-year. We don't have huge exposure in Virginia, Florida and no exposure in Ohio. So those were the 3 big battleground states in the presidential election. I don't think you'll see those states replicate the political spending they had two years ago. But again, all politics are local. We have 22 governors races and 19 senate races geography.

We touch approximately 165 of the House of Representative districts that turn over every two years. And then you get down to the statewide races. We've got a heated primary for lieutenant governor in the State of Texas right now, and we're benefiting from some of that revenue. And so you go down ballot and you'll see more and more of that but all of which is to say that we have a high degree of confidence that, that 20% neighborhood CAGR will be sustained for Nexstar 2014 over reported 2012.

Over 2012 or over 2010?

Over 2012.

Terrific. Thank you very much.

There are no further questions at this time. I would like to turn it back to our speakers for any additional or closing remarks.

Thank you, everyone, for joining us. We look forward to joining you in the early part of May to discuss our first quarter results. Have a nice afternoon.

This concludes today's conference. Thank you for your participation.