David Amy
Analyst · Wells Fargo
Thanks, Lucy. We have a lot of good news to report today, and before we go through the results, I wanted to highlight some of our more recent accomplishments. We announced that we entered into an agreement to buy 6 TV stations owned by Newport Television, along with the right to operate 2 LMA stations. These stations, upon closing, will strengthen the Sinclair television group. The sales process was subject of a robust and competitive auction because of the large midsize markets, the competitive strength of the stations today and immediate synergies and retrans we can generate. The purchase price is $412.5 million, and we are providing a forward estimate of roughly $50 million of incremental synergies, which is net of $2 million of additional corporate overhead, along with the impact of increased reverse retrans fees. Beyond our initial synergies, we are not including or projecting longer-term benefits those stations may enjoy as part of the Sinclair television group or the tax benefits provided from being an asset purchase. Our $50 million of estimated synergies brings our odd/even year purchase multiple to what we believe to be a very attractive multiple of 7.2x, implying a seller's multiple of approximately 9.75. These stations complement and strengthen the Sinclair television group and are a perfect fit for our business strategy. They are larger midsize markets and either have a 2-station footprint or expand our existing end market positions. We project that EBITDA of these stations will increase by approximately 40% and that on a 2-year average, free cash flow after-tax is going to increase by approximately $35 million or $0.43 per share, and net income will increase by approximately $0.22 per share. This also includes our plan of investing about $5 million to $7 million in the first 12 to 18 months into the aging infrastructure of the Newport stations. Depending upon which part of the cap table we finance the acquisition, we expect that this acquisition will add only about 0.4 to 0.5 turns of leverage. In July, we made a $41.3 million deposit as part of the agreement. We expect the deal to close no earlier than December of this year.
In May, we renewed our affiliation agreement with Fox, entering into a long-term agreement that runs through 2017. This agreement covers the 20 Fox stations we own, operate or provide cell services to and most importantly, locks up our flagship market in Baltimore. In achieving this goal, this agreement included a number of unique elements. We exchanged options on some of our existing properties, where we can acquire Fox's MyTV affiliate in Baltimore, WUTB, and Fox can acquire certain of our stations in up to 3 or 4 markets. These stations are either MyTV or CW affiliates and are in Raleigh, North Carolina; Cincinnati, Ohio; Las Vegas, Nevada; and Norfolk, Virginia. Both ours and Fox's options are exercisable from July 1, 2012 to March 30, 2013 and are at agreed-to fair values. The agreement calls for up to $52.7 million to be paid to Fox. However, that amount decreases by $25 million should Fox exercise on any of their market options. In June, we paid $25 million to Fox pursuant to the agreement. Included in the agreement is a schedule of reverse retrans payments along with annual escalators [ph] , and we believe having this clarity will be beneficial in our future retrans negotiations with the MVPDs.
In June, we sold our equity investment in Rowan University student housing and bookstore for $10.1 million. This represented an approximate 18.3% annualized return on our initial $5.1 million investment made in May of '08. In addition, in July, we sold our strip mall in Crossville, Tennessee at a gain of $2 million, representing a 26.4% annualized return, and we completed a recap of the Bagby office building in Baltimore, bringing in $7.7 million. These transactions are in addition to the 2011 sale of our investment in Lafayette Rehabilitation Hospital, which generated a 21% annualized return.
In short, during the second quarter, we invested about $80,000 and received $12.1 million in distributions, which provided about $0.035 per share in earnings. The investment portfolio now consists of net invested capital of approximately $157 million and an estimated fair value of between $200 million to $220 million, consisting of income-producing businesses of $30 million, income-producing real estate of $41 million, real estate development projects of $124 million and private equity firms of $25 million.
In July, we announced that we entered into an agreement to buy Bay Television, which owns WTTA-TV, the MyNetworkTV station in Tampa. The purchase price is $40 million or roughly a 5.7x BCF multiple. We have been operating the station pursuant to our local marketing agreement since January of '99.
In light of the incremental free cash flow from the acquisitions, our Board of Directors authorized a 25% increase to our quarterly dividend rate, bringing the dividend per share to $0.15 per quarter. On an annualized basis, this represents an approximate $9.7 million in incremental shareholder distributions, which would bring our annualized total dividend payments to almost $50 million.
Now let's turn to our results. Net broadcast revenues for the second quarter were $220 million, an increase of 38.1% or $60.60 million higher than second quarter of 2011 and beating the high end of our guidance by $7.8 million, primarily on higher political revenues. Excluding $46 million from the acquisitions, same-station revenues were up 9.2%. Excluding political, same-station core revenues were up 4.6%, with growth coming from retrans, time sales and digital interactive.
Television operating expenses in the second quarter, defined as station production and station SG&A expenses before barter, were $105.6 million, up 44.4% or $32.5 million from second quarter last year. Excluding $24.2 million related to the acquisitions, $400,000 of stock-based compensation and $1.4 million of corporate overhead allocated to the TV operations, same-station expenses were up $6.8 million or 9.3%, which was $700,000 better than our guidance. The increase was due to higher reverse retrans fees, higher employee compensation and higher commissions on higher revenues. Corporate overhead in the quarter was $7.5 million, up $400,000 or 6.2% versus the same period last year. Excluding $500,000 in stock-based compensation and adding the $1.4 million of expenses allocated to the TV operations, corporate expense would have been up $1.9 million due to acquisition-related costs and staffing, as well as compensation increases.
Television broadcast cash flow in the quarter was $98 million, up $27.6 million or 39.2% from last year's second quarter BCF. The broadcast cash flow margin on net broadcast revenues for the quarter was 44.6%. The acquisitions contributed $19.3 million of BCF in the quarter. On a same-station basis, BCF was $78.7 million, up 11.7% or $8.3 million. EBITDA was $92.7 million in the quarter, up $26.5 million or 40.1% higher than the same period last year. The EBITDA margin on total revenues was 36.6% for the quarter. The acquisitions contributed $19.3 million of EBITDA in the quarter, and on a same-station basis, EBITDA was $73.4 million, up 10.9% in the quarter or $7.2 million.
Net interest expense in the quarter was $29.3 million, up $4.4 million versus second quarter last year primarily due to adding the $350 million of term loans to acquire the Freedom stations. Our weighted average cost of debt for the company, including our bonds, is approximately 6.3%.
We recognized $5.1 million in income from our non-TV equity investments primarily related to the gain on the sale of our Rowan investment. We had diluted earnings per share of $0.37 in the quarter compared to $0.23 in the same period last year. The acquisitions added $0.04 to EPS in the quarter, which includes the acquisition financing costs. We generated $51.1 million of free cash flow in the quarter and $174.8 million for the trailing 12 months. During the past year, we converted 56% of our EBITDA into free cash and distributed 22% of the free cash to our shareholders. We produced a 23.7% after-tax free cash flow yield on our market cap and paid a 5.3% dividend yield based on our second quarter closing price of $9.06.
We remain disappointed by the market's continued low valuation of our broadcast stocks. In the past 9 months, approximately $2.1 billion in TV assets have been sold at multiples ranging from 9x to 11x. Yet public valuations continue to trade 3 to 5 multiple points lower despite stronger balance sheets and multiple revenue streams in advertising, retransmission, digital interactive and digital spectrum opportunities. With all the positive activity and performance improvements that Sinclair has been providing to our shareholders, including our 25% increase to our dividend, there should be a strong sentiment that public trading value should be higher. With a simple 1 multiple improvement, that would generate a 30% increase in our stock price and would still be deeply discounted from a private market valuation standpoint and from an expected equity return position.
So with that, Lucy will take you through the balance sheet and cash flow highlights.