Good day, ladies and gentlemen, and thank you for standing by. Welcome to the Gray Television’s Third Quarter 2017 Earnings Conference Call. Today’s conference is being recorded. At this time, I would like to turn conference over to Mr. Hilton Howell, President and Chief Executive Officer. Please go ahead, sir.

Thank you, operator, and good morning, everyone. Thank you for joining Gray Television’s third quarter 2017 earnings call. As usual, I’m joined today by our Chief Legal and Development Officer, Kevin Latek; and our Chief Financial Officer, Jim Ryan. We will begin this morning with a brief 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’ll post an audio recording and a transcript of this call to our website. 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 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 evaluation of our Company. We included reconciliations of the non-GAAP financial measures to the GAAP measures in our financial statements that are made available on our website. Now, I will turn the microphone to Hilton.

Thank you, Kevin. We are thrilled to welcome you to another earnings call about our recently completed quarter with record revenue and record net income. As you saw from our release this morning, our total advertising revenue for the third quarter was at the high end of our guidance range. A stronger than expected political advertisement environment allowed us to comfortably exceed the high end of our guidance for political revenue as well. For the third quarter, we posted fully diluted net income per share of $0.21 a share. The quarter finished better than expected and we’re going into the fourth quarter with a great deal of momentum. It was three years ago this week, that we announced our acquisition of the Yellowstone television stations. That was our first acquisition in seven years and that was start of an extraordinary streak. Over the past four years, we have completed 23 acquisition transactions and three divestiture transactions. After more than $1.5 billion in acquisitions in less than four years, we expanded our footprint by total of 51 television stations in 31 television markets including 26 new television markets. We also at the same time brought our net leverage down considerably. We closed the third quarter of 2017 with our total leverage ratio net of all cash of 4.99 times on a trailing eight-quarter basis. And without any significant deals, we are on track to be well under the threes by late 2018. By comparison, this ratio stood at 5.52 times at the end of the third quarter of 2013. A few weeks ago, Gray reached another milestone. On October 2, CBS and Gray jointly announced a multiyear deal that renews all Grays’s and CBS station affiliation agreements that otherwise would have expired various times over the next couple of years. These…

Good morning, again. As you know, we have several hundred retransmission consent agreements expiring this quarter. Those agreements represent about 58% of our total Big 4 subscriber universe. Historically, these negotiations tend to pick up around the same time of holiday shopping, and we do not expect that timing to change this year. Nevertheless, we have concluded a small handful of retransmission negotiations and we’re very pleased with the results. It is clear that we no longer need to explain how broadcasters and our stations in particular deliver the most value to pay TV operators and deserves to be compensated accordingly. This retransmission cycle will move us closer to our goals. We’re certainly encouraged from the early returns of what will be a long and buys season. Next year is also looking to be a good political year. 65% of our markets will see a Senate race next year, 81% of our markets will have a Governor’s race, and of course 100% of our markets will see at least one House race next year. While we’re not providing guidance on political revenue for 2018, we can tell you that we see many reasons to be optimistic. First, we believe that the struggles within both the Republican and the Democratic parties are playing out in public will lead to more contested primary races at levels of government. Indeed, the Federal Election Commission has received a record number of candidates filing for next year’s mid-term Federal elections. Second, we’re encouraged by political ad revenue this year. Issuing candidate spending throughout 2017 has been stronger than we’ve seen in recent off years. And the spending is not limited to the very few elections that take place in 2017. Rather, we’re already seeing notable spending for next year’s gubernatorial and congressional races more than…

Thank you, Kevin. Good morning, everyone. Our earnings release and 10-Q will be filed today. Also with the earnings release filing, we’ve updated our combined historical basis, select operating results through the third quarter of 2017 and that’s available also on our website at www.gray.tv. A few brief comments on Q3 and year-to-date. We knew we had very difficult comps going against the $8.2 million of ad revenue associated with the 2016 Olympic game telecast. We were pleased with our overall Q3 core, local and national results which were up 3% on a combined historical basis excluding the $8.2 million of the Olympic ad revenue. And I’d remind everybody that of that $8.2 million, $6 million was local and $2.2 million was national. As we discussed on our last call, our Q3 national revenue benefited significantly from a large MBPD spending in our markets to support product rollout. They were up about 900,000 in the quarter. We were very pleased to see that. Unfortunately that spend and that rollout doesn’t look like it will be continuing. They started Q4 last year and it looks like it ran through Q3 this year. But, we were pleased to get that additional spend in our communications segment during the third quarter. Kevin already commented upon our audited share of our market’s political revenue. Expanding on that, our aggregate local and national market shares for the 31 markets, we have independent audits for both the third quarter and year-to-date results, has consistently been in a share range in the very high 30s to 40%, and that’s been consistent since 2015. We’re very pleased with that very strong market share growth in core local -- share percentages in local and national over a multiyear basis. We’re also very pleased that our leverage ratio, net of…

Thank you, Jim. And operator, at this time, we would like to open up the call to any questions that anyone may have.

[Operator Instructions] And we’ll take our first question from Aaron Watts with Deutsche Bank.

Hi, guys. You talked about the FCC and some of the changes that are going to be coming down the pipe or presumably might be coming down the pipe. You have very strong positions in the markets you already play in. So, as you think about the opportunity going forward, do you see a greater opportunity to increase your presence or enhance your existing portfolio in existing markets or do you see more consolidation to grow your national footprint?

This is Hilton. So, Aaron, let me start and I’ll let Kevin follow up with that. One of the things that people may or may not realize about Gray Television is that we already operate an average of 3.9 streams in each of our markets. That’s an average. And so, we feel we know that we already have the benefits of really strong duopoly operations in our markets. That doesn’t mean to say that there are a great deal more opportunities that we will have within our existing markets. But, we are going continue to look at other transactions to grow a broader scale throughout the United States. Pace has been relatively slow on the M&A front. We finished first [ph] acquisitions at the beginning of this year and haven’t had a lot to follow up after that. But we expect things to pick up fairly rapidly after the FCC comes to a final conclusion on the rules. And it is our intention to take advantage of that whenever we have an appropriate and the financially appropriate opportunity to do so. I’d also like to say that Gray is always looking at broader transactions and potentially broader opportunities to dramatically increase the scale and coverage of the television company that we currently run or running. Kevin, do you have anything else?

No. The only thing I would add Aaron is, as you know, we try to be patient and opportunistic. So, we don’t have a preference for one particular type of transaction in a new market versus end market, rather we look at everything on its own. And if it’s a transaction that is good for our shareholders and an appropriate price, we’ll pursue it. Whether that means, it’s adding another Big 4 to our current stable or going into new market, everything stands on its own.

Okay, great. Thanks for the thoughts.

We’ll go ahead to Dan Kurnos with Benchmark Company.

Great, thanks. Good morning. Kevin, I don’t want to be reading the tea leaves too much here. I know you guys are not giving re-trans guidance for next year. But, can you just help us think about your thought process. Doing CBS early was I think -- it came as a positive surprise to most of us. And I think a lot of us are thinking you guys must have either increased confidence in your ability to get the numbers that you want, knowing that CBS is fixed annual. So, can you just help us with your thought process on that front as we head into this big renewal period for you?

Sure. CBS and NBC are two biggest partners by far. We have more CBS affiliates than NBC, but NBC tend to be in larger market, so both extremely important to us. In 2014, we had a group of stations that were coming up for renewal and we struck a deal with CBS, I believe at the time with the first network group deal or a broadcast renewed not just what was on its plate with the network at that time, but all of its affiliates across the platform regardless of when they expired. At that time, we had some stations out where we already under contract to go out to 2018 and 2019. We did in fact, then took that model and went to ABC, NBC Fox and CW, and did the exact same thing, so we would have visibility in taking these end dates out as far as we could. This year, we approached CBS frankly early on. Again, it’s a very important relationship, and we had a couple of CBS contracts that were not on our 2019 expiration because of acquisitions and we wanted to get those extended to 2019. And then, we thought it made sense to discuss our larger relationship with CBS, what we deliver for them, what they deliver for us and find a path to not just taking the new stations out to 2019, but taking all of our stations out to the end of 2021. I think a testament to our relationship with CBS and the stations that we have in the ratings that we deliver that CBS was will to again, not just renew a couple deals, but renew all them with us and take it out a couple of more years. So, there’s a lot of things to be talked about in these affiliation agreements. Term is incredibly important; rate’s incredibly important but there’s a lot of other items in there that also I think reflect in our close relationship with them and how much we value them and they value us. So, all-in-all, I think it’s a very positive announcement for us. And you’re right, as we go into this re-trans cycle, we certainly have visibility now in all of our CBS affiliates through this entire cycle and beyond.

Can you just then maybe just give us a sense on what it means for net retrans, your thoughts going forward? And then, shifting over to the OTT side, whether or not you’re starting to see OTT penetration in some of your smaller markets and if you’re getting any vMVPD yet?

On retrains, as you all know, CBS has a flat fee and it has since it charting retrains -- sorry, charting programming fees from its affiliates many, many years ago. So, what that net retrans margin will be, depends entirely on what our gross is. And since we have 58% of our base up now and a little bit more the year after, I can’t tell you what our gross is going to be in our CBS with an certainty in the future years. Therefore, I can’t calculate the margin. I think we remain comfortable that this is a long-term partnership that works well, which we announced in CBS. And I continue to feel very strongly about retrans. We’ve talked about many times, there is significant runway ahead of broadcasters on getting paid, what we should be getting paid. In terms of OTT, we level set here. When Dish and Direc started local signals 17 years ago, it started off in the top 10 markets and then it moved to the top 20 and 30 markets. It took Dish Network about 10 years to get down to smallest markets in the country, DirecTV has never launched last 11 or so markets in the country. The OTT guys are trying to do what Direct and Dish in the course of about two years. And technologically that’s quite a challenge. They have -- we’ve seen Hulu, Sony, and YouTube launch our markets this year. Sony was in there actually last year in a couple of places here in there but they have rolled out I think all our -- virtually all of our markets already. Hulu started up very, very end of the second quarter; they launched a market here or there. And YouTube launched the first of our markets just a few weeks ago. So, we are certainly at the bleeding edge of what that looks like. It will be some number of months before we get subscriber reports and payments that gives us a lot of visibility. What we’ve seen so far, and again they very early returns, is yes, there’re certainly subscribers but it is in infinitesimal number, as you would expect, given that they’re just rolling out and they’re trying to do a lot of things at the same time, launch in lots of markets at once. So, it will be a little time before we see those sub numbers, I think with any kind of -- give us any kind of insight into what may become with these OTT providers.

We’ll go next to Kyle Evans of Stephens.

A fairly nondescript press release in a very small market, but curious on dropping Fox in Fairbanks, if there’s any kind of following implications from that?

I would not read into. Fairbanks is an incredibly small market, it’s made 202 out of 210. In markets that size, you’re talking about almost an apartment building in New York City. And we’re trying to eke out a business there. So, we have the dominant NBC station and a close CBS station in that market. We have a share between a two of them that is -- don’t have the numbers in front of me, but I’d be shocked if it wasn’t north of 90%. So, in order to make money with anything else in that market is extremely difficult. That Fox station for us was marginal. We’ve owned Fairbanks for about nine months, we put a lot of effort into seeing we couldn’t turn that around and it got to the point where we concluded it was not worth any more of our investment. So, at the end of the day, since we’re trying to make money, even in little markets, it did not make sense to continue to have a Fox affiliate and put the time and effort into a channel that was not doing well, to say the least. There is, as you saw from the press release or trade press coverage and other broadcaster has a repeater station up there, repeats all the signals out of anchorage with no employees for local programming, community service up there. So the programming will continue to be available on a station but it’s again just the anchorage station. We flipped the programming up there, the Fox hours of two hours a day. And so that’s now my network, the rest is syndicated content we have is still there. But let me go back to -- we have already with NBC and the CBS probably 90% share; for that matter, it might even be more. I mean, theirs is just so few sales out there that were going to the repeater station or anchorage already. So, I wouldn’t read into it. It’s a tick on the tail of a dog, if you will, not even tail wagging the dog.

Okay, thanks for that. You have high 50% renewing at the end of this year with NVPDs. Your latest deck shows very low singles renewals for 2018. Could you give us some view as to 2019 and 2020?

All of our contracts are on a three-year cycle. So, if you take the numbers and add three, you’ll see our cycle going forward.

Okay. And lastly, we’ve had some difference in the data coming in on the sub count. Could you give us any more granularity on what you’re seeing in your retrains sub count numbers.

We’ve said for some time, there seems to be a bit of -- a little bit of erosion but certainly nothing that gives us concern. We’ve not adjusted our retrans guidance for this year. You can see our retrans from quarter to quarter is pretty stable. And I don’t really have much more to say than that. All we can do is point to numbers in our deck. Our retrans numbers are stable quarter to quarter.

We’ll go next to Marci Ryvicker with Wells Fargo.

Thanks. I just want to talk a little bit about auto. Jim, at what point do you expect to see an inflection, if auto is in fact going to get better? Is it around the Thanksgiving holiday, is the Christmas holiday?

I would anticipate it is probably more the Christmas holiday. Depending on the year, there’s often a little uptick in especially that week between Christmas and New Years. So that would be one week I’d be looking for. But, in general, call it post-Thanksgiving, the Christmas season, we’ll see if there’s some add-on and if the local guys step it up a little bit. Overall, I’d say, it’s a little soft, but we’re not really troubled by it, we don’t see anything alarming. Just as we said in our last call, as we go through and look account by account, it’s not wholesale dropping out, it’s the little guys taking a little bit off the table. And so, it’s a lot of small dollars that just add up to a little bit of softness is what it is looking like to us.

Okay. And then, I don’t know if you have time to get give us sort of analysis. Any sense as to what the incremental is from political at this point? I know that we used to talk about 50% being incremental as a rule of thumb. And I guess, the same thing can be asked about Olympics, do you have any sense on what is actually incremental?

On the Olympics, to be honest, we’re not sure. It’s very hard to try to get to that. I think, in 2016, it was much more incremental than we appreciated at the time. To kind of put it in perspective, obviously, in August, you would expect our NBCs year-over-year would be down and they were. Our non-NBCs -- and they were down mid-20s, and just as you would expect, $8.2 million went away are the best part of it. Our non-NBCs in the month of August core were up healthy 4%. So, that suggests to me that that Olympic sales from last year were much more incremental than we probably have been used to in the past. Political is also extremely difficult. Yes. There is -- there was that old rule of thumb of 50-50. I’m not sure any more of that holds in, and especially in super hot markets, I think, it weighs more towards incremental, simply because the pricing gets to be extreme and we get the advantage of that.

We’ll go next to Barry Lucas with Gabelli & Company.

Thank you and good morning. I was hoping, just to stay on the political theme for a minute, if you could remind us what the baseline for 2014 would be on a historical combined basis?

Yes. Barry, give me half a second to -- I want to say, it was in 2014, it was $143 million. That’s combined historical for 2014 and. As we’ve talked about several times on multiple calls, there was probably $25 million of activity between a Senate race and some ballot initiatives in Alaska that year, and Alaska is dead quiet in 2018. So, you can factor that in to whatever extent you think it needs to be factored in.

Okay.

As Kevin mentioned, we have a very good slate of Senate and Governors’ races in 2018, and we do think it will be a good year.

Okay. And maybe for Kevin, I don’t want to beat the sub count to death, but you did add a -- I guess you completed CAX in August, if you look at retrans in Q2 and Q3, on a same-station basis, even if it was nominal, was the third quarter down, flat or up on retrans?

On a combined historical basis, it was in Q3, it was…

70.2 million.

Yes, it was 70.2 million in Q3. Our guidance for Q4 says “70” because we don’t usually round it to the 100,000. And I have to look up Q2 -- Q2 is 60 -- 70 million rounded, Q1 was 70 million rounded. So, it’s been very consistent using the combined historical numbers, which would factor the acquisition from the beginning of the respective years.

Okay. Thanks for clearing that out. I appreciate it.

We’ll go next to Davis Hebert with Wells Fargo.

Good morning, everyone. Thanks for taking the questions. I just want to come back to the leverage commentary made earlier. I couldn’t quite understand the trajectory in 2018. I thought I heard into the threes or under the threes. Maybe if you could just provide some clarification on the glide path to leverage…

Into the threes, Davis.

Into the threes?

Into the threes. Yes.

By the end of 2018?

Conservatively by the end of 2018, I would expect to be again conservatively at one full turn lower. So, if we’re somewhere in the high fours at the end of this year, it would be into the threes by the end of next year. And then, depending on how we do ultimately on the large retrans reset that we have at the end of this year as well as how well we do on political. And again, we do believe it’s going to be a strong year, but we’re not going to put a number out there yet. It could be better. So, if I say high threes, I’m deliberately being conservative because we’ve got two big pieces of the puzzle that we won’t know for some time yet.

Okay, that’s good to hear. So that’s on a two-year average basis, correct?

That’s correct.

Okay, helpful. Thank you.

[Operator Instructions] We’ll go next to Jim Goss with Barrington Research.

Thanks. I have a couple of questions. One, CBS has discussed notion that it actually fairs a little better if an MVPD sub switches to its OTT service. I know your involvement in the OTT service is slightly different from theirs. I’m wondering once it gets rolling, would you say you are at least neutral, if somebody switched and went to OTT or possibly better or are you harmed?

Jim, we said we are generally agnostic as to where the subscriber is coming in.

Okay, so neither way. Again, I was wondering too, if you are looking at the programming charge versus retransmission fees, does your market size make any differences or make it easier or harder to maintain a positive trend net in retrans less reverse comp?

I don’t know how to answer that question relative to our peers because we’re not -- we don’t see what they see. Again, we’re 10% of the U.S. in midsized, small markets. So, I don’t know how our experience compares to folks who are in mega markets in terms of maintaining a rate. We know are experienced but I don’t know what their experience would be. So, I can’t compare, unfortunately.

Okay. And maybe lastly, if M&A does begin to tick up, are you likely to be -- trend into larger markets as a focus, or do you think you want to stay in the sweet spot, that you’ve been so good at over the years?

Sure. It goes back to why do you rob the bank? That’s where the money is at. And over the last four years, since we started sort of the acquisition run, we have looked at stations in all market sizes, but there has only been one -- number one TV station offered for sale in the top 30 markets in the last four years. And while we did participate in that process, the price became too high. And we’ve always said, we’re only doing deals that are accretive for our shareholders. So, we did not pursue that. If we did that, I think we clearly would have a station in top 30 that otherwise met our criteria being a number one station. But don’t take away that we’ve only been buying stations in midsized markets that that’s how we’re interested in. That’s where the opportunity set is at. There’s just -- over the top 50 markets, there’s only one or two left that are not already owned by a large group. In the bottom markets, 100 to 210, there’s still scores of station that are number one or strong number two, they’re not owned by groups. So, there’s just much -- the field there’s much richer outside of the larger markets. We have looked at and we will continue to look at stations that meet our criteria, regardless of market size. And if we can afford and we are comfortable with our ability to run it, we will pursue stations in larger markets. Again that comes back to the qualifications, if we can afford it and that’s -- time will tell what those opportunities might be.

[Operator Instructions] It appears there’re no further questions in queue. I’d like to turn it back over to today’s speakers’ for any additional or closing remarks.

Well, thank you very much, operator. I just want to thank everyone for your time this morning. And we’ll look forward to bringing you up-to-date at our next call when we cover all of this prior year. Thank you.

Ladies and gentlemen, this does conclude today’s conference. Thank you for your participation. You may now disconnect.