Sinclair, Inc. (SBGI) Q1 2013 Earnings Report, Transcript and Summary

Greetings, and welcome to the Sinclair Broadcast Group, Inc.'s First Quarter 2013 Earnings Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, David Amy, Executive Vice President and Chief Financial Officer for Sinclair Broadcast Group. Thank you. Mr. Amy, you may begin.

Thank you, operator. Good morning, everyone. We're starting a little late to allow everybody to get on to the call. And participating with me today are David Smith, President and CEO; Steve Marks, Chief Operating Officer of our Television Group; and Lucy Rutishauser, Vice President, Corporate Finance, and Treasurer. So before we begin, Lucy will make our forward-looking statement disclaimer.

Thank you, David. Good morning, everyone. Certain matters discussed on this call may include forward-looking statements regarding, among other things, future operating results. Such 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 on Forms 10-Q, 10-K and 8-K, as filed with the SEC and included in our first quarter earnings release. The company undertakes no obligation to update these forward-looking statements. The company uses its website as a key source of company information, which can be accessed at www.sbgi.net. In accordance with the Reg FD, this call is being made available to the public. A webcast replay will be available on our website later today and will remain available until our next quarterly earnings release. Redistribution of this call is prohibited without the expressed written consent of the company. Included on the call will be a discussion of non-GAAP financial measures, specifically television broadcast cash flow, EBITDA, free cash flow and leverage. These metrics are not meant to replace GAAP measurements but are provided as supplemental details to assist the public in their analysis and valuation of our company. A reconciliation of the non-GAAP financial measures to the GAAP measures in our financial statement is provided on our website under Investor Information Reports & Filings.

Thank you, Lucy. This has been another great quarter for the company. So before we go through the results, let me review some of the activities that have taken place since our last earnings call. In February, the company entered into an agreement to purchase certain stock and/or broadcast assets of 4 television stations located in 4 markets owned by COX Media Group for $99 million, less $4.3 million of working capital, and entered into an agreement to provide sales services to one other station. The transaction is expected to close this quarter, subject to the approval of the FCC. Also in February, the company entered into an agreement to purchase the broadcast assets of 18 television stations owned by Barrington Broadcasting Group for $370 million, less amounts to be paid by third parties, and entered into agreements to operate or provide sales services to another 6 stations. In addition and due to FCC conflicts, the company entered into an agreement to sell its FOX station, WSYT, and assigned its LMA with WYNS in Syracuse, and sell its FOX station in Peoria, WYZZ. The transactions are expected to close late in the second quarter or early in the third quarter of '13, subject to the approval of the FCC and customary antitrust clearances. To oversee and operate the COX and Barrington acquisitions, we created Chesapeake TV and brought Steve Pruett in as Chief Operating Officer, to run those stations and to lead our acquisition effort for other small market stations. In April, the company entered into a definitive merger agreement to acquire Fisher Communications for $373.3 million, less about $20 million to $25 million of expected working capital at closing. Under the terms of the merger agreement, Fisher shareholders will receive $41 per share in cash for all the common stock they own. Fisher owns 20 television stations in 8 markets, reaching 3.9% of U.S. television households, and 4 (sic) [ 3 ] radio stations in the Seattle market. Additionally, Fisher previously entered into an agreement to provide certain operating services for 3 television stations, including 2 simulcast, pending regulatory approval. The transaction is expected to close in the third quarter, subject of the approval of the FCC, antitrust clearance, the affirmative vote of 2/3 of Fisher's outstanding shares and customary closing conditions. Okay. As a reminder, pro forma for all acquisitions announced to-date, we will own and operate program or provide sales services to 134 TV stations in 69 markets. And if all were included in our 2012 results, including our synergies, and all acquisitions closed in 2012 were included for full year, our pro forma net broadcast revenues would've been $1,513,000,000, and EBITDA would've been $682 million. Now turning back to our highlights. Effective March 1, we closed on our previously announced sale of WLAJ-TV in Lansing, Michigan for $14.4 million and, effective April 1, closed on the sale of WLWC-TV in Providence for $13.75 million. In February, the company entered into a multi-year retransmission consent agreement with DIRECTV. This is the last of the major retrans agreements up for renewal this year. The reason we are reporting early is because this morning, we announced that the company is launching an underwritten public offering of 14 million Class A common shares. The proceeds are intended to fund pending and potential acquisitions and general corporate purposes. Now turning to our results. Net broadcast revenues for the first quarter were $252.9 million, an increase of 32.5% or $62 million higher than first quarter of 2012 and coming in within guidance. Excluding $64.1 million from the acquisitions, same station revenues were up 3.1% and up 4.9% excluding political. Growth came primarily from retrans and digital interactive. Television operating expenses in the first quarter, defined as station production and station SG&A expenses before barter, were $132.4 million, up 38.6% or $36.9 million from first quarter last year. Excluding $32.8 million related to the acquisitions and $700,000 of stock-based compensation, same station expenses were up $11.5 million or 13.2%. The increase was $1 million favorable to our guidance. If you recall, our estimates conservatively assume full employment and full bonus potential. The increase versus last year was due primarily to higher reverse retrans fees and compensation. Corporate overhead in the quarter was $11.3 million, up $1.9 million versus the same period last year, of which $900,000 related to stock-based compensation. The remainder of the increase was due primarily to higher staffing and acquisition-related cost, offset in part by lower group insurance claims. Television broadcast cash flow in the quarter was $101.4 million, up $20.6 million or 25.5% from last year's first quarter BCF. The broadcast cash flow margin on net broadcast revenues for the quarter was 40.1%. EBITDA was $95.6 million in the quarter, up $19.8 million or 26.2% higher than the same period last year and exceeding our guidance. The EBITDA margin on total revenues was 33.8% for the quarter. Net interest expense for the quarter was $37.7 million, up $10.3 million versus first quarter last year. The increase was due primarily to the financings related to the acquisitions. Our weighted average cost of debt for the company is an attractive 6.6% and includes $500 million of 9.25% bonds. We had diluted earnings per share of $0.21 in the quarter as compared to $0.36 in the same period last year. We generated $47.6 million of free cash flow in the quarter, of which $12 million was distributed to shareholders. Over the past year, we have converted 52.5% of our EBITDA into free cash. We are extremely proud of our portfolio of assets we have sold over the past 18 months and believe the scale, diversity and operating efficiencies we are creating will benefit the free cash flow of the company and, ultimately, our shareholders. Now Lucy will take you through the balance sheet and cash flow highlights.

Thank you, Dave. Total debt at March 31 was $2,270,900,000. Included in that amount was $68.4 million of the nonrecourse VIE debt that we are required to consolidate on our books. We ended the quarter with $25.8 million of cash on hand and $40 million drawn under the revolver. Capital expenditures in the first quarter were $7.5 million, and now with the addition of the COX and Barrington stations, we now expect CapEx for the year to be approximately $48 million. And outside of COX and Barrington, there is no change to our original $39 million that we were guiding to last quarter. Cash programming payments in the first quarter were $22.1 million and are estimated to be $88.9 million for the full year, including amounts for COX and Barrington. Total net leverage through the holding company at quarter-end was 4.36x, and this excludes the VIE and nonrecourse debt and is net of cash. The first lien indebtedness ratio was 1.92x, and that's on a covenant of 3.75x. The total indebtedness ratio through the television operating company was 4.39x on a covenant of 7x, and interest coverage was 3.47x on a covenant of 1.25x. On April 9, we amended and restated our bank credit agreement to increase the availability under our revolving line of credit, replace our existing term loans and provide more flexibility under certain restrictive covenants. The new credit agreement consists of a $100 million revolving line of credit, which is priced at LIBOR plus 2.25% and due April 2018; $500 million in tranche A term loans priced at LIBOR plus 2.25% and also due April 2018, of which $445 million will be delayed drawn to fund acquisitions and general corporate purposes; and then, finally, $400 million of tranche B term loans priced at LIBOR plus 2.25% with a 75-basis-point LIBOR floor and due April of 2020. In addition, in April, we issued $600 million of 5.375% senior unsecured notes due 2021 that was used to refinance a portion of the bank loan. Currently today, the revolver is undrawn, and we have excess cash on the balance sheet for potential acquisitions and general corporate purposes. In connection with the bank credit agreement refinancing, we expect to take a $16.3 million loss related to the extinguishment of the bank debt in the second quarter. This is a noncash expense related to the write-down of the deferred financing fees and original issue discount on our prior credit agreements. Again, that's noncash. In addition, in second quarter, we expect to report a onetime charge of approximately $4.8 million to interest expense, which is related to a portion of the new credit agreement financing cost that we cannot defer. So now Steve Marks will take you through our operating performance.

Thank you, Lucy, and good morning, everybody. As Dave mentioned, net broadcast revenues of $252.9 million in the first quarter was within our guidance. On a same station basis, net broadcast revenues were up 3.1% and up 4.9% excluding political. Political revenues in the quarter were $900,000 as compared to $3.6 million in the first quarter of last year. Including our acquisitions, local broadcast revenues were up 32.8% in the first quarter, while on a same station basis, local net broadcast revenues were up 7.1% when excluding political. Including the acquisitions, national broadcast revenues were up 31.5% in the quarter, while on a same station basis, national broadcast revenues were down 1.4% when excluding political. On a same station basis, the automotive category was up 6.8% in the quarter. We also saw growth in telecom, retail and direct response categories. Services, schools, medical and restaurants continue to show some softness. Turning to our outlook. For second quarter of 2013, we are expecting net broadcast revenues to be approximately $277 million to $279.3 million, up 27.3% to 28.4% as compared to second quarter 2012. This assumes $1.4 million of political versus $11.4 million in the same period last year. Excluding the acquisitions, same station net broadcast revenues are expected to be up 4.9 to 6.0 and up 10.1 to 11.2 when excluding political. Categories expected to grow on a same station basis are automotive, telecom, direct response, furniture, media and fast food, while schools and entertainment are expected to be down. Auto on a same station basis is expected to be up by mid to high single-digit percents in second quarter. On the expense side, we are forecasting TV production and SG&A expenses in the second quarter to be approximately $141 million. On a same station basis, expenses are expected to be up 12.4% in the second quarter and 11.1% for the year, which assumes we are fully staffed and full bonus potential is earned. As we discussed last quarter, the full year estimates also include high reverse retrans associated with 2 of our CBS stations, for which we have not been paying reverse, as well as higher reverse associated with the renewal of the DIRECTV and Mediacom agreements. For the year, net retrans is positive. We expect EBITDA in the second quarter to be approximately $106.3 million to $108.6 million or 15.6% to 18.1% of growth. On a same station basis, EBITDA is expected to be down 5.2% to 7.7%. Based on our guidance, free cash flow in the quarter is expected to be in the mid to high $40 million range. With that, I'd like to open it up to questions.

[Operator Instructions] Our first question comes from the line of Marci Ryvicker with Wells Fargo.

Two questions for you. The first is, can you talk about the difference in trends between local and national advertising in the first quarter and maybe what you're seeing between the 2 in terms of pacing for the second quarter?

Actually what we had, the reason why you saw a differential in the first quarter, is just a fact that we have some account shifts. Business, in general, continues to be pretty good, both locally and nationally. And the reason why local was so top heavy in the first quarter was just some accounts that switched from national to local.

So is the right way to look...

Performance continues to be pretty much what we expected. It's off to a good start. First quarter was decent, and second quarter is coming out of the gates even a little bit more impressive than the first. And we're both -- doing well on both categories, both locally and nationally, and pacing pretty well for second quarter right now.

Do you think, just generally speaking, the right way to look at the business is just total spot? Because we're noticing there's diversions in trends not just for you, but across the industry.

No, I think at the end of the day, that's what we count, all the dollars. So I know when I'm looking at things, I always go right to the bottom line and count it all up together.

Okay. And then, Lucy or David, can you just talk about your view on the potential for dividend increases in late of the significant M&A that you're -- you've participated in and are likely to participate in going forward?

Yes, I think it's fair to ask the question, and I think the broad answer is, is that when you sit back on a quarterly or annual basis and you look to manage free cash flow that we generate, I think the board will make rational informed decisions as to what to do with the cash, and certainly, raising dividends is just one of them, no question about that.

Our next question comes from the line of Alexia Quadrani with JP Morgan Chase. Alexia S. Quadrani - JP Morgan Chase & Co, Research Division: Can you give us a little color on just where you think we are on the cycle for reverse comp? How far along away before we sort of get to maybe more of a status quo? And it sounds like net retrans is still trending very well. I guess any color on how we should sort of balance the 2 in terms of the potential growth?

Well, I think the reverse retrans is pretty much a defined term at this point in time. I don't suspect we're much different than any other broadcaster in the country. These things are all contracted to be done. Windows open up, depending on what the network is at various points in time in the future, at which point in time the issue will be revisited. That's pretty much it.

Yes. The only other color I could add to that would be that our legacy stations, meaning that all the stations we owned and operated prior to all these acquisition announcements, have the network reverse retrans in place. And when we talk about reverse retrans, we're really talking about the big floor, ABC, CBS, NBC and FOX, when you think in terms of reverse retrans. And then for the acquisitions, by and large, they have their reverse retrans contracts in place. But in some instances, there -- we're taking on affiliation agreements that may have another 2 or 3 years before the reverse retrans starts to kick in. So generally speaking, like Dave said, it's done and in place. Alexia S. Quadrani - JP Morgan Chase & Co, Research Division: And just following up on your comment on the core advertising growth, any reason why auto shouldn't continue to be very strong? I know you guided for a healthy growth in the next quarter, but it just -- it sounds like they're stuck to be in a significant upside there in that category for awhile, just given what we're seeing in the industry. And then any color on the entertainment weakness? Is it -- is there something you think that's pulling that down that should remain a drag for awhile? Is it more specific to what you're seeing just now in the first half?

I think the core business is clearly off to a terrific start, a little bit better than we actually had thought it would be, and it continues to pace very well for the second quarter. So I would think that everything that I've read, 2013 will continue to be a very good year for this category. It's also a good year, by the way, for telecommunications, which is coming back strong and becoming a double-digit-plus category for us as well. So I think when you have those 2 categories that are so critical to the health of the spot, and they're both off to a pretty decent start, certainly, for the first 6 months, that bodes well for 2013. As far as -- I believe, you were talking about the entertainment category. Is that what you mentioned? Alexia S. Quadrani - JP Morgan Chase & Co, Research Division: Yes, I think you highlighted that being a little soft. I know it's not nearly as important to you as the others, but I just want to see if it was something...

Yes, it really has become not that significant for us and has not been significant for quite some time, so I haven't really been following it to the extent that we used to many years ago because it has been a category that has trailed below significantly over the years.

Our next question comes from the line of Aaron Watts with Deutsche Bank.

Steve, maybe one follow-up for you. Just on the momentum, it sounds like you're feeling moving from first quarter to second quarter and that you're seeing going forward. Is that being fueled by auto? And you mentioned the telco category. Can you maybe just talk about if the advertisers in your markets spending more across the board, just how the environment feels qualitatively.

I think we're in really good shape through all of our acquisitions. We've, as you know, gotten a lot more heavier on the traditional 3 networks. And with all the special events that we had in the first quarter with CBS stations and the Super Bowl and the Grammys and so on and so forth, it sort of fortifies our resume from having 1 down quarter when you have so much exposure with 4 major networks. When these 2 major categories are healthy, as I have mentioned, automotive and telecommunications, they pretty much gets you off to the races and lays the groundwork for what should be a pretty good year and certainly off to a very good start. So I continue to be very optimistic on the spot side. We already got one quarter down that expectations, and we're very confident that we're going to do likewise in the second quarter.

Okay. And then just one other question for me. Curious if you could give us your most kind of recent thoughts on where you're at in your efforts to get your programming streamed into your local market, whether it's from apps or otherwise, mobile, access to the mobile markets on a local basis.

Yes, I'll take that. There's -- I think what you're seeing is a growing trend in movement, albeit slow on the part of the networks to let the local affiliates start to move their content onto the various platforms. Clearly, the mobile business is starting to move forward. And you may have seen recently the announcement by CBS that they're buying an interest in a company called Syncbak, and the Syncbak's primary purpose in life is to take local broadcast content and make it available through an app on the Internet. So we fully expect that, momentarily, as a start, our CBS's will end up being used through that app and be available to the public. And over the longer term, we fully expect that all of the television stations will be available on mobile devices in every market, U.S.A., et cetera.

Is it important for you to kind of -- to beat competition for streaming your signals into your markets to the punch? Or do you think that as long as you come up with that good products, even if you're not first to it, you can ward off that competition?

Yes, I think it's just about content, how a content gets delivered in today's world. While it's not irrelevant, fact of the matter is, is that our view is, is that all content is going to be available in all devices all the time. And it just boils down to who has the best content, who's doing the best job.

Our next question comes from the line of Doug Arthur with Evercore Partners.

Yes, just a point of clarification. On same station revenue growth, the 3.1% and 4.9% without political, if you take -- if you took out retrans and digital, is there a number -- a clean-up number for that? And based on your commentary, whatever that number is, it sounds like it's strengthening going into Q2.

Yes, I think what you're asking, Doug, is what's the core business, core kind of sales up in the quarter, and the answer is yes.

And yes, we're strengthening as we get into the second quarter.

Our next question comes from the line of Davis Hebert with Wells Fargo.

Just a quick question on the equity capital raise. And can you talk about what this means for your mix of M&A financing going forward and what it means for the leverage profile of the company?

That's a great question, but we're not in a position at this point to address those issues under FCC rules and limitations. So as much as we'd like to talk about it, we're not allowed to.

Okay, fair enough. And then the $48 million of CapEx, can you remind us what is included in that number, and then maybe if we pro forma Barrington and Fisher, what that looks like kind of on an annual run rate basis?

Yes, so our -- before COX and Barrington -- now let me also just state that all of the numbers in our outlook that we gave this morning, they do not include anything for Fisher. So our outlook this morning in our earnings release includes through COX and Barrington only. So the $48 million of CapEx still has the original $39 million, pre-COX and Barrington CapEx, so that has not changed at all. And so all we've done is we've layered in about $9 million for COX and Barrington. And our assumptions there is that COX rolls in as of May 1, and we have Barrington rolling in as of July 1.

Okay. Got it. So that does not include I, guess, the $6.5 million that you -- that's for Fisher, I mean?

No, nothing for Fisher at this point.

[Operator Instructions] Our next question comes from the line of Graham Meharg with Loeb Capital.

I just have something and I'm going to read verbatim here because I'm not exactly sure what it means, and I'm wondering if there's any intimation or, I guess, insinuation I can take from it in terms of the timing of the deal. Just as additionally, Fisher previously entered into an agreement to provide certain operating services for 3 television stations, including 2 simulcast pending regulatory approval, and I'm wondering if that regulatory approval is, at any way, an impediment in terms of the FCC change control licenses that we'll need for deal consummation with Fisher?

No, I wouldn't put it that way. It's probably more detailed than you needed, and it just goes to an acquisition from Newport, and I think it's a new chain, to be specific, to the market. And they're just going through a normal routine or process of approval with the FCC, and with the likelihood that it will be done before we get our approval, but it's not a contingency at all as to our deal.

[Operator Instructions] Our next question is a follow-up from Marci Ryvicker, Wells Fargo.

I want to go back to the M&A because you've done $2 billion of acquisitions. At this point, how much more is out there? And is there a limit to your capacity as to what you can do?

There's obviously a limit to everything. The fact of the matter is I think there's just a lot of different businesses out there for sale, large market, small market kind of stuff, the seas [ph] around the marker [ph] will come to the market, we think, for the next year or so. So I think our view is pretty straightforward. We intend to be a candidate for those assets if they meet our profile. And in the end, you know our history, we tend to buy things at the right price. And historically, we've always said if we can't buy at the right price, we won't buy. So I think the evidence of the past is pretty clear, there's lots of assets for sale, and they're for sale at the right price, at least for now.

If you get -- sorry.

We think that if we're acquiring -- I think that continues for at least another 2 to 3 years.

Do you -- I know you're participating in the low-hanging fruit, which is kind of the Phase 1 consolidation now. What about the more transformative consolidation we've heard about, which I think people in the industry have termed Phase 2, is that something that's incredibly [ph] a part of as well.

Well, I think we're -- I think absolutely yes to that, whether we're successful or not is to be determined. I think when you really get down to it, the vast majority of the players out there are in some form rather connected to private equity firms. So the history of the private equity firm side of the equation is that not everything is for sale. So our view is we wait patiently and sit on the sidelines and wait for those things to come to market. And I think once that's done -- just coincidentally, we did an article a number of years ago in broadcasting and cable, where we suggested that there'll be a point in time where there'll be 4 or 5 broadcasters sitting at the table, and there won't be anybody else other than us and the networks. And I think we're not there yet, but we're getting closer to that eventuality.

And one of the thoughts or comments I would have is just that, from a standpoint of limitation, we were maybe limited by just the 39% FCC cap, and that right now, on a measurement basis, is actually we're under 20%, we're in the 19% range. So as far as the capacity with the FCC, we have a significant way to go before that even becomes a factor. And we've historically, and I think that's going to continue, we've avoided becoming a-- and acquiring the top 10 markets, where a lot of the population or a lot of the percentages are gathered. So you really wouldn't see us top 10, but our mid-market strategy, we're going to continue to focus on that aggressively. And now with our Chesapeake small-market TV station strategy, that gives us even more outlets and more opportunities to acquire than we ever had before. And interestingly enough, it's sort of likely the more we acquire, the stronger we get. The stronger we get, the more we acquire. So it's a very interesting...

Self-fulfilling prophecy.

Yes.

I think the other thing, Marci, I mean, just the long and short of it is, based on the regulations, we could effectively double in size in terms of the coverage. And if you just double -- not that you can attribute doubling up across the numbers, but it's not an unreasonable thing to assume we could double in size for all the metrics.

There are no further questions at this time. I'd like to turn the floor back over to management for closing comments.

Well, thank you, everyone, for participating on the call. And now we gave you a little bit -- very little notice, and we'll have more updates as we progress here. Thank you, and talk to you later.

Thank you. This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.