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Earnings Call: Q1 2019

May 8, 2019

Operator

Good morning. My name is Kelly, and I will be your conference operator today. At this time, I would like to welcome everyone to the Gray Television first quarter 2019 earnings conference call. All lines have been placed on mute to prevent any background noise. After the prepared remarks, there will be a question-and-answer session. If you would like to ask a question during this time, simply press star, then the number 1 on your telephone keypad. If you would like to withdraw your question, please press the pound key. Thank you. I would now like to turn the call over to Mr. Hilton Howell, Executive Chairman and CEO. Please go ahead.

Hilton Howell
Executive Chairman and CEO, Gray Television

Thank you so much, Kelly, and thank everyone for joining us this morning. As Kelly mentioned, I'm Hilton Howell, and I really appreciate everyone joining us for our first quarter 2019 earnings call. As usual, I'm joined today by our President and Co-CEO, Pat LaPlatney, our Chief Legal and Development Officer, Kevin Latek, and our Chief Financial Officer, Jim Ryan. We will begin this morning with a disclaimer that Kevin will provide, and then each of the four of us will have a brief statement and then open it up for questions.

Kevin Latek
Chief Legal and Development Officer, Gray Television

Thank you, Hilton, and good morning, everyone. Certain matters discussed on this call may include forward-looking statements regarding, among other things, future operating results. Those results 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 the 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 also will post an updated investor deck to the website in about two weeks.

Included on the call will be a discussion of non-GAAP financial measures, and in particular, broadcast cash flow, broadcast cash flow less corporate expenses, operating cash flow, free cash flow, and certain leverage ratios. These metrics are not meant to replace GAAP measurements but are provided as supplements to assist the public in their analysis and valuation of our company. We include reconciliations of the non-GAAP financial measures to the GAAP measures in our financial statements that are made available on our website. Now I return the call to Hilton.

Hilton Howell
Executive Chairman and CEO, Gray Television

Thank you very much, Kevin. We are exceptionally pleased to report the results this morning of our very first quarter as the new, larger, more diversified Gray Television. We're exceptionally pleased to report once again all-time record news. Our total revenue for the first quarter was $518 million, a 129% increase. This is an exceptionally strong showing, and I believe it confirms the wisdom of the Raycom transaction that we closed on the first of January of this year. Our profits would have been an all-time high for the company, an outstanding record, except for the transaction-related expenses that we will cover subsequent in the conversation. Across the board, we saw continued improvement in our local business conditions that started last summer really build during the first quarter.

Instead, on a combined historical basis, excluding 2018 Winter Olympics revenue, our first quarter local and national advertising revenue grew by $7 million from the year earlier period, representing a 3% increase for the quarter. As you saw in our release this morning, our GAAP net loss attributable to common shareholders for the first quarter was $31 million. As we also explained in the release, the Raycom transaction necessitated the immediate expensing of $68 million transaction-related expenses. Specifically, those costs included incentive and severance compensation, third-party termination fees, and legal, accounting, finance, and other professional fees.

Excluding those transaction-related costs, our net income attributable to our common shareholders would have been our best first quarter ever of approximately $27 million, and our diluted net income per common share would have been approximately $0.27. We are, again, exceptionally pleased that our broadcast cash flow for the first quarter was $123 million, our best first quarter broadcast cash flow in the company's history. We need to be careful not to read too much into one quarter's results. Nevertheless, we take great pride in our Q1 results because it proves the wisdom of the Raycom transaction and vindicates all of the hard work and sacrifices made by all of my many colleagues here in Gray and Heritage Gray and Heritage Raycom and by our advisors over the past several months.

We are off to a brilliant start as a major television broadcast group. I cannot wait to keep building on the success we are reporting today. I'd now like to turn the call over to Pat to address a few operational milestones and the progress of our new company.

Pat LaPlatney
President and Co-CEO, Gray Television

Thanks, Hilton, and good morning, everyone. Today's result and our guidance today certainly paint a good picture. We saw general market conditions improve each quarter last year, and while this year began slowly in part due to the long government shutdown, business conditions and sentiment appear to be improving as the year progresses. We're particularly pleased that core finished up this quarter ex-Olympics, which was certainly better than we expected in February. On our last earnings call, we announced that Greta Van Susteren joined Gray as our Chief National Political Analyst. She hit the ground running, appearing on countless local newscasts every week from Washington. She's already provided our local newsrooms with expert, unbiased coverage of national and international political developments, of which there have been many in the past few weeks.

At the NAB Show last month, we announced that Gray will launch a new weekly program this September called "Full Court Press with Greta.

This new weekend political show will focus on how policy and national events impact local communities across the country. It will also involve a broad bench of Gray Television journalists from newsrooms across the country, including the award-winning team of InvestigateTV out of New Orleans. Since that announcement, we've reached verbal commitments to clear the show from television stations across the country, including stations in the New York, Los Angeles, Chicago, and San Francisco markets. Today, we have a preliminary reach of 46.5% of the country for Full Court Press, and we still have many active discussions that will ensure broad distribution for the show when it launches in September. Two weeks ago, we announced another exciting new venture.

Specifically, we have entered into a joint venture with Opry Entertainment Group, a subsidiary of Ryman Hospitality Properties, to create and distribute a premier linear multicast and over-the-top channel dedicated to the country lifestyle. We expect this new channel will transform the current landscape of country music media offerings by providing a dedicated home for artist-driven country lifestyle programming. The new channel will deliver a premium entertainment service featuring content that highlights country music artists and the passions, hobbies, and love of music they share with their fans. The new service will be based in Nashville and will be fueled by marketing and promotional resources from both companies' extensive network of media assets. We will announce a new name for the channel soon, and we expect it to launch in early 2020 across TV stations located throughout the country, followed by a companion premium over-the-top service in mid-2020.

I now turn the call to Kevin.

Kevin Latek
Chief Legal and Development Officer, Gray Television

Thank you, Pat. I begin this morning with retransmission, which we know has been a key concern for media investors lately. Our retransmission revenue for the first quarter came in at $204 million. This figure represents, on a combined historical basis, an increase of $42 million or 26% over the first quarter of last year. We beat even our guidance here because of better-than-expected OTT and MVPD subscriber numbers as well as some catch-up payments from certain providers. We guided on our last call on an approximately 20% increase in gross retransmission revenue for the year. We remain very comfortable with that guide, which could turn out to be a bit cautious given the factors that led our first quarter numbers to come in a little stronger. Yes, we are, like everyone else, seeing some modest sub erosion in the MVPD universe.

At the same time, however, our non-traditional subscriber base has been growing faster than anticipated. In fact, our non-traditional sub count nearly doubled between the end of 2017 and the end of 2018. Moreover, we have now crossed an important milestone in that the number of monthly paid subscribers receiving a Big Four channel via an OTT or direct-to-consumer platform now exceeds last year's decline in the number of traditional MVPD subs. Given all this, we continue to expect growth in our gross and net retransmission revenues. We will provide guidance on our net retrans revenues once we complete our ongoing negotiations to renew our existing Fox network agreements, all 21 of which expire this June 30. While Fox makes up a fairly small portion of our sub base and our total revenues, we're just not comfortable providing net retrans guidance until we have full visibility into our anticipated expenses.

As a reminder, already this year, we entered into new long-term agreements and agreements in principle renewing and extending the terms of affiliation agreements with ABC, CBS, NBC, The CW, and Telemundo for all the stations acquired from Raycom as well as many of our legacy Gray Television stations. While we cannot predict the outcome of any individual discussions, we remain optimistic that a new mutually beneficial agreement can be reached with Fox to preserve the network's presence in our markets. Our business, of course, is a lot more than retransmission and networks. The past several weeks have demonstrated too often the powerful and necessary role that local broadcasters play in our communities.

This winter, which seems never to end in some parts of the country, brought life-threatening blizzards that KOTA and KEVN in Rapid City, KSFY in Sioux Falls, KFYR in Bismarck, and KVLY in Fargo dedicated extensive time and resources to predict, warn, and cover for their local communities. This spring, we saw historic flooding as a critical issue facing our stations all across Nebraska as well as WVLT in Knoxville, and right now, KWQC in Davenport. In March, our stations in Montgomery and Columbus saved countless lives with the breathless coverage of the Lee County, Alabama tornadoes, which still tragically claimed the lives of 23 people. Just two weeks ago, KY3 in Springfield also went into continuous coverage and logged 5 million page views as it warned and covered a mind-boggling 45 tornado warnings and eight confirmed tornadoes in just one day.

In these historic moments for our local communities, our stations mobilize their staff and often those from other Gray Television stations. They replace regular programming with live on-the-spot coverage. They run into storms and toward rising floodwaters, do everything in their power to look ahead, provide life-saving emergency information, and cover the destruction and healing that follows. In several of the instances above, our stations follow up with on-air telethons and concerts to benefit the victims. Through all these efforts, our stations demonstrate that they are not just important, but they are critical institutions in their markets. Reporting on natural disasters is only part of the way local broadcasters serve the public interest. Every single day in every market, journalists are working hard to find and report the news, inform the public, and investigate wrongdoing. Sometimes those efforts are acknowledged publicly.

I'll close my remarks by highlighting some of the prestigious honors awarded to a few of our thousands of excellent journalists throughout the company. On April 22nd, National Headliner Awards recognized our investigative unit, InvestigateTV, with two first-place awards. We also had tremendous success in this year's regional Edward R. Murrow Awards for Excellence in Journalism. No less than 23 of our Gray Television stations earned at least one of these coveted honors. Four stations received honors for overall excellence, highest honor given, WVUE in New Orleans with its fifth consecutive win, WAVE in Louisville, WAFB in Baton Rouge, and WJHG in Panama City. In fact, WVUE New Orleans took top honors in 10 categories, tying for Murrows in the large market category. KGMB, KHNL in Honolulu received top honors in eight categories, tying for the most Murrows in that category.

We are, of course, proud of the commitments to quality local journalism that is exemplified by all of the winners. We're also quite humbled. Very recently, when the National Association of Broadcasters Leadership Foundation announced that it had chosen six Gray Television stations for its coveted 2019 Service to America Awards. These awards recognize outstanding public service by local broadcasters. The winning stations included the second consecutive small market winner for WCTV, our CBS affiliate in Tallahassee. We understand that WCTV winning this award for the second time in a row was the very first back-to-back win in the history of the awards. We are equally proud that Gray stations constituted five of the competition's six finalists in the medium market and small market categories. It's WAFB in Baton Rouge, WTOC in Savannah, KWQC in Davenport, WECT in Wilmington, and WJHG in Panama City.

NABLF also selected Raycom Media as one of three finalists in the Service to Community Award ownership group category. A few days ago, the Society of Professional Journalists selected WVUE in New Orleans for three Sigma Delta Chi awards, which honor exceptional professional journalism. Society honored WVUE's investigative pieces in the 51-plus market category in 3 separate categories: documentary, investigative reporting, and public service in television journalism. This week continued with more good news. Over the past weekend, the Wisconsin Broadcasters Association chose WSAW, our CBS affiliate in Wausau, as Station of the Year and TV News Operation of the Year for the state of Wisconsin. It's the second consecutive win in both of these categories for WSAW. Meanwhile, in South Carolina, WIS, our NBC affiliate in Columbia, earned an amazing 14 nominations in the Southeast Regional Emmy competition, more than any other station in the state.

WIS has now been recognized with 34 Emmy nominations in just the last three years. Its Sunrise newscast was nominated for best morning newscast in the Southeast for the fourth year in a row. Indeed, Sunrise has been nominated and won each of the last three years. Several other Gray stations received numerous Emmy nominations in the same competition, including WRDW in Augusta, Georgia, and WMBF in Myrtle Beach. These are all very impressive awards, both finalists and winners. The challenges facing local journalism today, especially outside the very largest media market, are profound and growing. The finalists and winners in all these awards, not just those of Gray Television, confirm that thousands of journalists and lots of local media companies remain committed despite unprecedented pressures to keep their focus on impactful local journalism and to truly serving their local communities.

We salute all the best of journalism across the country. With that, I turn the call to Jim Ryan.

Jim Ryan
CFO, Gray Television

Thank you, Kevin. Good morning, everyone. Our earnings release and our 10-Q were filed a little earlier this morning. I'll keep my comments on results of operations for Q1 as well as comments on Q2 to a combined historical basis. As Hilton mentioned earlier, we're very pleased with where first quarter revenue came out, especially considering the $13 million of Olympic revenue we were going against from last year. We're encouraged that March finished stronger than had originally been anticipated. First quarter expenses were in line with our guidance, as discussed on our Q4 call, as well as Hilton mentioned earlier today, our Q1 results were impacted significantly by the one-time only costs associated with the Raycom merger, which again included $28 million of third-party contract termination fees, $22 million of professional fees, and $18 million of incentive and/or severance compensation.

Of those costs, approximately $36 million hit our broadcast expense line, and approximately $32 million hit our corporate expense line. If you back out those one-time only costs, then our net income available to common shareholders for the first quarter of 2019 would have approximated an income of $27 million or about $0.27 per share. Quickly updating everyone again on our Raycom merger synergies, as we discussed on our last call as well. Payroll, we have currently taken actions to implement approximately an aggregate of $62 million worth of annualized savings. That includes payroll reductions involving over 130 positions and $22 million of annual compensation. Contractual arrangements terminating the national rep firm and other contract changes have produced $18 million-$20 million of annualized savings.

We're still very comfortable with the $15 million of net retransmission uplift that we have talked about, and the Raycom Aviation unit was closed down immediately upon closing and the aircraft were sold for just shy of $3 million in Q1. Those annualized savings approximate about $11 million of real year-over-year savings in Q1, and I would expect in Q2 that year-over-year savings is a little higher, somewhere between $12 million-$15 million. Turning to the balance sheet, as of March 31, 2019, our total leverage ratio as defined in our senior credit facility was 4.86 times. That was based on a trailing eight-quarter operating cash flow number of $770 million. Aggregate principal amount of debt outstanding as of 3/31 was $3,000,000,967. Cash on hand was approximately $225 million.

Our second quarter guidance, we anticipate revenue increasing low single-digit percent with strong mid-20s% growth in retransmission revenue and low single-digit growth in core. Broadcast expenses are really being driven in Q2 by an increase of reverse comp of $22 million-$23 million is the principal driver. I'll turn the call back to Hilton.

Hilton Howell
Executive Chairman and CEO, Gray Television

Thank you very much. Now, Kelly, we will open up the call to any questions that anyone may have of us.

Operator

Certainly. At this time, I would like to remind everyone, in order to ask a question, please press star, then the number 1 on your telephone keypad. If you would like to withdraw your question, please press the pound key. Your first question comes from the line of Marci Ryvicker from Wolfe Research. Please go ahead. Your line is open.

Marci Ryvicker
Analyst, Wolfe Research

Thank you. I have just a couple of questions. Jim, that $12 million-$15 million of net synergies for Q2, I guess, is that net, or are there any other one-time expenses we need to think about that may hit either corporate or broadcast OpEx?

Jim Ryan
CFO, Gray Television

We said in our guidance that we expect in Q2 maybe about $1 million of OTO related to the merger in the broadcast line and somewhere between $1 million and $2 million in the corporate line. There would be some more OTO coming later in the year as we make additional progress on reaching our $80 million worth of total synergies, which we feel very comfortable about attaining on an annualized basis.

Marci Ryvicker
Analyst, Wolfe Research

Okay.

Jim Ryan
CFO, Gray Television

That would be Q3.

Marci Ryvicker
Analyst, Wolfe Research

And-

Jim Ryan
CFO, Gray Television

Q4, we'll talk about that as we get to our Q2 call.

Marci Ryvicker
Analyst, Wolfe Research

Okay. For the new channels that you're launching, how should we think about investment spend on those throughout the year?

Jim Ryan
CFO, Gray Television

It's de minimis. I would describe it as immaterial, any investments, especially in the joint venture with Ryman, would be over a two to three year period. We're very excited, Pat can speak more to the project. From a cash investment standpoint, it's not a material event for us.

Marci Ryvicker
Analyst, Wolfe Research

Okay. Then Kevin, with Fox, can you remind us when this is up? I couldn't tell from your comments if you're already talking to them.

Kevin Latek
Chief Legal and Development Officer, Gray Television

We started talking with all the networks some time ago. We got the other negotiations done pretty quickly. Fox is always, in my experience, just taking a lot longer, and usually goes up to and sometimes past the deadline with extensions. All 21 of our affiliations are up on June 30 of this year, which is sort of a typical expiration date for Fox contracts. They typically do expire on June 30 for most companies.

Marci Ryvicker
Analyst, Wolfe Research

Okay. Thank you.

Hilton Howell
Executive Chairman and CEO, Gray Television

Thank you, Marci.

Operator

Your next question comes to the line of Kyle Evans from Stephens. Please go ahead. Your line is open.

Kyle Evans
Analyst, Stephens

Hey, Jim. You ripped through those $62 million in synergies. I'm sorry, would you mind taking through those one more time a little bit more slowly, and then I've got some follow-ups?

Jim Ryan
CFO, Gray Television

Yeah, sure. $28 million is contract termination fees. $22 million would be professional fees, so that's bankers, lawyers, everybody else that gets paid in a large deal, accountants. $18 million of a combination of incentive pay and/or severance stemming from the merger.

Kyle Evans
Analyst, Stephens

Great. Thank you.

Jim Ryan
CFO, Gray Television

As I said, $36 million of that hits the broadcast line in Q1, and about $32 million hits the corporate expense line in Q1.

Kyle Evans
Analyst, Stephens

Great. You mentioned low singles on core pacing in 2Q. Could you dive down and just kind of tell us what's driving that there with some specific commentary on auto, please?

Jim Ryan
CFO, Gray Television

Auto has continued to be sluggish. Maybe Pat has a little more color for that.

Pat LaPlatney
President and Co-CEO, Gray Television

Sure.

Hilton Howell
Executive Chairman and CEO, Gray Television

Go ahead.

Pat LaPlatney
President and Co-CEO, Gray Television

Yeah. I would say auto is sluggish, although we're seeing pretty strong performance out of legal and financial. In fact, both are really very strong relative to the past few quarters, but auto continues to be weak.

Jim Ryan
CFO, Gray Television

As we talked about on our Q4 call, we mentioned that Ford spending was off this year. We think that's due to their product line shift from sedans to trucks and SUVs. We are seeing that a little bit, and as we've commented several times over the last few calls, Dodge, Chrysler, Jeep continues to be challenged by all their product issues.

Kyle Evans
Analyst, Stephens

Where do you think auto shakes out for the year?

Jim Ryan
CFO, Gray Television

It's off to a slow start first half of the year, I don't know exactly where it shakes out, it's not going to be, I don't think, quite as robust for us as we originally had hoped.

Kyle Evans
Analyst, Stephens

Okay. I'm not looking for real detail here, given that digital is no longer its own segment, just curious as to kind of what you're seeing underlying in digital as it's embedded in your local national core.

Jim Ryan
CFO, Gray Television

We're seeing continued growth there.

Kyle Evans
Analyst, Stephens

Low single, mid single, high single?

Jim Ryan
CFO, Gray Television

Low double-ish.

Kyle Evans
Analyst, Stephens

Okay. Great. I'll hop back in the queue. Thank you guys.

Jim Ryan
CFO, Gray Television

Thanks, Kyle.

Operator

Your next question comes from the line of Davis Hebert from Wells Fargo Securities. Please go ahead. Your line is open.

Davis Hebert
Analyst, Wells Fargo Securities

Hi, everyone. Thanks for taking the question. I wanted to ask about some of the adjustments, or the one-time-only costs you laid out. If I had those back, the severance, the third-party contract, and the professional fees, I get about $147 million of, I guess, what I'd call EBITDA. Your allowance for the credit agreement seems to be more limited. I think you reported a little over $100 million there. Just wanted to understand the distinction between.

Jim Ryan
CFO, Gray Television

Yeah. You are perceptive. The credit agreement, by the way the definition works, we're allowed to add back the $22 million of professional fees that we incurred around the merger. I'm not allowed, under the strict definition, to add back the.

Davis Hebert
Analyst, Wells Fargo Securities

Third-party contract

Jim Ryan
CFO, Gray Television

the $28 million of third-party contract termination fees, nor the $18 million of incentive/severance comp. You can add, everybody has those data points, and you can add back as appropriate because they are definitely one-time only costs, and they're in our rearview mirror at this point.

Davis Hebert
Analyst, Wells Fargo Securities

Okay. If that's the case, I guess I can say at liberty then, the 4.86 times slightly overestimates your leverage. Is that accurate if I were to add back all those costs?

Jim Ryan
CFO, Gray Television

Yes. As a matter of fact, if you do those add backs, it's more like a 4.74 times rather than the 4.86 that the strict definition makes us adhere to.

Davis Hebert
Analyst, Wells Fargo Securities

Okay. In looking at your operating expense guidance for the second quarter, just looking through the various items, I estimated $2 million-$3 million of one-time expenses that you expect to incur in the second quarter. Is that accurate?

Jim Ryan
CFO, Gray Television

Yes. That is what our guidance indicated. As I mentioned a few minutes ago, I would anticipate that there's going to be more OTO costs, sometime in the third or fourth quarter as we continue to move forward in the year and get the full $80 million of annualized synergies that we had promised nearly a year ago when we first announced the deal.

Davis Hebert
Analyst, Wells Fargo Securities

Okay. Understood. Lastly, on the leverage trajectory here, I think in the past you've said, in the mid four times area by the end of this year, and then the mid three times area by the end of 2020. Do you anticipate any changes to those levels?

Jim Ryan
CFO, Gray Television

What we have said, to say it slightly differently, is we think we will be lower in the fours by the end of this year, and I would anticipate right now that's south of four and a half. We will definitely be somewhere comfortably in the threes at the end of next year. I don't think we've quite characterized where. I wouldn't describe it as necessarily low threes, but comfortably in the threes.

Davis Hebert
Analyst, Wells Fargo Securities

Okay. Even better. All right. Thank you.

Jim Ryan
CFO, Gray Television

Thank you.

Operator

Your next question comes from the line of Dan Kurnos from The Benchmark Company. Please go ahead. Your line is open.

Daniel Kurnos
Analyst, The Benchmark Company

Great. Thanks. Good, I guess it's afternoon now. Kevin, look, I don't want to be cynical or whatever. I know you guys have said that the outlook might be a little bit cautious, but based on Q1 and your guide, and obviously we'd love to get your thoughts on this. You kind of alluded to it in your commentary. We had Nexstar Media Group also mentioning that some of the vMVPDs have moved more aggressively down market. I'm wondering if that's part of the reason why you're seeing some of the upside here. You would need obviously some kind of sub-attrition baked in or a reset of rate, which can obviously happen with timing in order to get back down to your original guide. Just maybe any additional color you could provide around how you're thinking about retrans over the balance of the year would be helpful.

Kevin Latek
Chief Legal and Development Officer, Gray Television

Last call, we had said we expected growth would be up about 20% for the year. We think that's very doable. I think Jim said in his remarks, we expect gross retrans could be up in the mid 20% for this year. That's on a combined historical basis, not just coming off of the as-reported GAAP number pre-Raycom. Look, I think that's pretty strong relative to our peers. I haven't done a line by line, but we're pretty happy with being up 20% on a combined historical basis. That's pretty in line with where we've been the last couple of years, given that we had very few renewals this year. As I said, we're seeing some sub losses like everybody else, but our OTT growth is really strong, and the net is that our growth is doing better than expected.

I think we're in better shape now, retrans, than we even thought we'd be last year at this time. I'm not sure what the concern if you're asking.

Are we slowing down?

Daniel Kurnos
Analyst, The Benchmark Company

It's not a concern, Kevin. My point is that you guys are beating by a pretty big margin, and it seems like it's going to flow through the rest of the year. I mean, to get to your original guide, there would have to be some kind of weird step down in the back half of the year that I don't think any of us are anticipating.

Kevin Latek
Chief Legal and Development Officer, Gray Television

No, retrans can sometimes be lumpy. That's kind of what we said, about 20% or so gets you a little above $800 million in gross for the year. Payments lag. We have some folks who just pay late. We have some folks who missed a month and were getting caught up. We've had some audits that turned up some underpayments. That stuff's just a little bit lumpy. We're still confident the year's going to be 20% or better increase on growth on a combined historic basis, we think that's pretty strong.

Daniel Kurnos
Analyst, The Benchmark Company

Yeah. For the record, Kevin, I think we all think that your retrans is pretty damn strong relative to everybody else. Anyway, just let me shift to core. Given kind of the auto softness and with crowd out obviously, our benefits from displaced on the back half of the year, I think you guys still said you thought core would be up. Has that changed at all given sort of the incremental squishiness in the auto category?

Jim Ryan
CFO, Gray Television

I think local has an opportunity to be up a little bit by the time we get through a full year. Given national off to a slow start, national's going to reflect the auto more than the local will. That's probably not going to show growth year-over-year, I think core has an opportunity still, especially as hopefully things will pick up later in the year. As you mentioned, comps are easier, especially in Q4, that local could still be showing in the green territory by the time we get to the end of the year.

Daniel Kurnos
Analyst, The Benchmark Company

Got it. Perfect. Thanks, guys.

Jim Ryan
CFO, Gray Television

Thank you.

Operator

Your next question comes from the line of John Kornreich from Gray Television. Please go ahead. Your line is open.

John Kornreich
Director, Gray Television

Yeah. Hi, Jim. Tell me again, what was that $770 million number you threw out? Was that trailing 24 months?

Jim Ryan
CFO, Gray Television

Yeah, trailing eight quarter. Yes.

John Kornreich
Director, Gray Television

Through the end. On a normalized basis, would you say that the conversion rate of free cash flow to EBITDA should be south of 50% or north of 50%?

Jim Ryan
CFO, Gray Television

John, actually, I don't think I've thought about that quite like that.

John Kornreich
Director, Gray Television

I mean, in that $770 is the free cash flow, in the $400 million range, which is north of 50%.

Jim Ryan
CFO, Gray Television

I'd say it a little differently, it depends on, if you're talking a two-year blended so you get the full political cycle.

John Kornreich
Director, Gray Television

Right. Yes. Absolutely.

Jim Ryan
CFO, Gray Television

It's probably definitely well into the 40% conversion rate and maybe getting closer to 50%.

John Kornreich
Director, Gray Television

Okay.

Jim Ryan
CFO, Gray Television

It's very strong. As we've talked about many times, you can see it in the historical numbers that we've published in several investor decks. Obviously with the 770, you really need to add back about $42 million or $46 million of OTO that the definition doesn't let me add back. If you do that, you're north of 800. I got $220 million of cash interest. You can pick that up right from the balance sheet in the 10-Q. We have $14 million of required debt amortization every year. $75 million at CapEx, roughly, we've talked about several times with people. $52 million of preferred dividends. What's the cash taxes over the next couple of years? This year, we're saying the 10-Q says we're expecting maybe $12 million-$13 million of cash taxes.

John Kornreich
Director, Gray Television

Obviously, next year it gets up significantly higher with the political. We still have NOL to use up next year as well, and probably into the year and year after that to some extent. You get very strong free cash flow generation out of this company on a two-year basis.

I just did the quick numbers in response to what you said, and it's definitely north of 50%. What I'm getting at.

Kevin Latek
Chief Legal and Development Officer, Gray Television

That's good, John.

I'm trying to figure out why this stuff is so clobbered.

That's good, John. I like your math. Keep it up.

John Kornreich
Director, Gray Television

Yeah. What should the normalized tax rate be in the next two, three years? Cash tax rate. Should be down?

Jim Ryan
CFO, Gray Television

This year we're especially low, just because of basically some prepayments last year that actually we get the benefit of this year. I think next couple of years in an off year, in a non-political year, you're probably in the mid thirty-ish range in cash taxes. In a political year, obviously that's going to depend a little bit on the political revenue. As we've all talked about many times, 2020 especially will be a good year. We can all argue how good is good. I think you're probably in the $60 million, $70 million, $75 million range.

John Kornreich
Director, Gray Television

Okay.

Jim Ryan
CFO, Gray Television

On an average, 40%-50% maybe.

John Kornreich
Director, Gray Television

Okay. Lastly, you used to put in your slideshows the breakdown of revenue between networks. Can you at least roughly give that to us now on a pro forma basis?

Jim Ryan
CFO, Gray Television

We haven't done that for a while. I'd say.

John Kornreich
Director, Gray Television

It's probably.

Jim Ryan
CFO, Gray Television

CBS and NBC probably, yeah, accounts for about two-thirds in total, and they're split, yeah, pretty much equal. Fox revenue is maybe 10, high single-digit %, maybe 10%. It's not big, even with the new company combined. The other piece would be your ABC that Trying to do math in my head, I think that probably accounts for about high teens %, 20-ish maybe.

John Kornreich
Director, Gray Television

Okay. If the Fox renegotiations go pretty much as planned, is that how we get the 25% increase in net retrans?

Jim Ryan
CFO, Gray Television

No, we were talking about gross increase in retrans.

John Kornreich
Director, Gray Television

Okay.

Jim Ryan
CFO, Gray Television

We have not given any guide for net retrans yet this year, and we won't until we get through the Fox negotiation.

John Kornreich
Director, Gray Television

Okay. Even though Fox is 9% of revenue.

Jim Ryan
CFO, Gray Television

Correct.

John Kornreich
Director, Gray Television

Okay. That's it. Thank you.

Hilton Howell
Executive Chairman and CEO, Gray Television

Thank you, John.

Operator

Your next question comes to the line of Jim Goss from Barrington Research. Please go ahead, your line is open.

Jim Goss
Analyst, Barrington Research

Thanks. Maybe this is Kevin or possibly Jim. In terms of the sub stabilization, if you will, with OTT versus exceeding loss in subscriber levels, are you implying that that's also true in financial terms, that the give and take is pretty much even on both sides so that it's not just in terms of your viewers and subscribers, but it's also in the financial impact?

Kevin Latek
Chief Legal and Development Officer, Gray Television

Jim, we don't know how, at this point, to guess how many OTT subs are cord cutters versus people who already have an MVPD sub versus people who never had an MVPD subscription. We have said that we're largely indifferent as to how a sub gets to us, whether it's through traditional or non-traditional means. The non-MVPD sub base is certainly growing a lot faster than expected, we're pretty happy with that. We've not done any I don't know how we would do any kind of analysis aside whether we're financially better off or not because there's too many assumptions as to where these subs are coming from.

Jim Goss
Analyst, Barrington Research

Is the retrans you generally negotiate going to be based on a certain value or certain markets and not on a per sub basis such that any impact on the change of that subscriber base wouldn't happen until the next renegotiation?

Kevin Latek
Chief Legal and Development Officer, Gray Television

I'm not sure I understand the question directly. All of our MVPD contracts pay a per sub per month fee for the different channels that are being carried, and that's, I think, consistent in probably every single retrans contract across the industry.

Jim Goss
Analyst, Barrington Research

Okay. The other question regarding some of the programming you had with Greta Van Susteren and Opry. I think Jim, you indicated to Marci that it was somewhat immaterial in terms of cost. I was wondering what the primary purposes were of the programming. Is it for branding to the extent you syndicate some of the programs, or is it to create some programming for local ad sales rather than purchase programming from others? If you have any further ambitions, I wonder if you could frame that out in terms of programming.

Kevin Latek
Chief Legal and Development Officer, Gray Television

I would say the channel with Opryland we're doing is a 24/7 channel that we're going to launch on multicast networks. We're doing it because we think we're going to make money. Remember, Pat comes from a company that had launched multicast channels in the past and done pretty well with it, so we're hoping to repeat that success. Greta is a show, not a channel. Greta has been really valuable to our local TV stations and their franchises already. Creating a political show is the next step in our relationship with her, and we're doing that again because we think we're going to make money on it. It's a weekend program, so it's not like we're looking to save money on traditional game shows or judges shows. This is a weekend political show, so it's not replacing content that we're buying from syndicators.

It's something we think will be good for the audience, good for our demo, and again, at the end of the day, we're spending a little bit of money and think we're going to make it back. Neither one of these is a big material investment or a material cost, but we do things because they make money.

Jim Goss
Analyst, Barrington Research

Okay. That's it. Thanks.

Kevin Latek
Chief Legal and Development Officer, Gray Television

Great. Thanks.

Hilton Howell
Executive Chairman and CEO, Gray Television

Thank you.

Operator

Again, if you would like to ask a question, please press star one on your telephone keypad. Your next question comes from the line of Michael Lipinski from Noble Capital Markets. Please go ahead. Your line is open.

Michael Lipinski
Analyst, Noble Capital Markets

Thanks. Congratulations on your quarter. Can you give some color? You gave guidance in terms of the second quarter in terms of corporate and administrative expenses as well as production expenses. Is the second quarter a good runway for what we should expect for the balance of the year on those line items?

Jim Ryan
CFO, Gray Television

The production expenses are very seasonal. If you go look back, in the first quarter, basically the production company, think about it with the collegiate sports schedule and the professional sports schedule. First quarter, you've got basketball. Fourth quarter, you've got football.

Michael Lipinski
Analyst, Noble Capital Markets

Right.

Jim Ryan
CFO, Gray Television

Second and third quarters are pretty lean, both in the revenue lines and the expense lines. It's just the natural flow of that business. I think the corporate line in Q2, to some extent, would be a reasonable indicator for Q3. I think Q4 corporate line usually runs a little bit higher than Q2 and Q3 just because of seasonality and incentive comps locking the final numbers.

Michael Lipinski
Analyst, Noble Capital Markets

Got you. Thanks for that. I know that you plan to focus on digesting the Raycom acquisition, I also know that the company always thinks about the next acquisition, given that you likely start to see the developing relationships quite early on. Can you discuss the pipeline for future acquisitions and the nature of those, whether their targets might be larger or smaller in nature, maybe geographic areas or affiliations or areas of interest there?

Kevin Latek
Chief Legal and Development Officer, Gray Television

Yeah. We don't have the luxury of choosing from among a large number of data points and saying now we're going to focus on the state of Oregon, or we're going to focus on CBS affiliations. By definition, there's a limited number of number 1 and number 2 TV stations that would meet our criteria. Of those, a lot of stations are already owned by a network or one of our larger peers. Our pipeline are the number 1, strong number 2 TV stations that are not owned by a conglomerate or another large peer who's not selling. Their decisions as to when to exit are driven entirely by factors really beyond our control and beyond our visibility.

We have seen in our 30-some transactions over the last few years that people decide to sell based on generational issues, family issues. It has nothing to do with where the stock market is or where the networks are at or how the local football team is doing. It is entirely up to family dynamics. We are at their mercy. We keep close with lots of folks, we'll continue to do so. The pipeline is kind of the same group of stations that we've talked about for a long time now. When people decide to sell, it will be up to them. We're always looking at stuff, if something makes sense on a dollar value and it's in a new state for us, we're not going to walk away.

If it's in a state we're already at, we're not going to walk away because we're already sort of in that market. We're really just looking for the quality stations. Over the long term, it'll all work out, we'll have an even bigger portfolio than we have today. It's not like there's 20 stations for sale, and we're just picking on a, we want CBS affiliates in the state of Oregon, just to make something up. It's really we're waiting for the right opportunities. As Jim has said many times, we plan to be opportunistic but also very patient.

Michael Lipinski
Analyst, Noble Capital Markets

Got you. In terms of just how active the pipeline is at this point, do you feel that it's likely that you will make acquisitions this year? Or do you think it's just something that you have to assess as, like you said, whether or not these families might decide to sell?

Kevin Latek
Chief Legal and Development Officer, Gray Television

I would expect there will still be acquisitions this year.

Michael Lipinski
Analyst, Noble Capital Markets

Great. Okay, that's all I have. Thank you.

Operator

Your next question comes from the line of Dennis Leibowitz from Act II Partners. Please go ahead. Your line is open.

Dennis Leibowitz
Analyst, Act II Partners

Thank you. When you released the fourth quarter, you made an estimate of free cash flow preliminarily for 2018 of $500 million-$525 million. I wonder if that was refined specifically. If you combine that with 2017, you would have gotten somewhere over $4 a share in free cash flow per share. Aside from those numbers, I wondered if you combined 2018, 2019 in your outlook, would that be more or less?

Jim Ryan
CFO, Gray Television

We have not yet updated that free cash estimate for 2018. We will be doing so over the next couple of weeks, we'll be updating our investor presentation, we'll post that within a couple of weeks as well. I think that number is still in the right ZIP code. We will lock it down to a final calculation, though, in the next couple of weeks. I don't disagree with your math about the 2018 estimate and 2017. That sounds about right to me. I think I didn't quite catch the piece of the question about 2018, 2019.

Dennis Leibowitz
Analyst, Act II Partners

Yeah. Would it be at least that high for 2018, 2019? Presumably it'd be higher for 2020 when you throw in political and retrans.

Jim Ryan
CFO, Gray Television

It could, without having 2018 locked down yet, we haven't commented specifically on 2019, it might be a little bit higher. Certainly, net retrans growth 2017 to 2019 is very nice growth. I think your core 2019 to 2017 is probably not vastly different. Maybe up a little, really, the key would be the growth in net retrans, that probably makes it a little bit higher. Political in 2019, I would expect it to be lower than 2017, because in 2017 there were some off-year governor races that don't occur in 2019, it's not quite a straight apples-to-apples comparison.

Dennis Leibowitz
Analyst, Act II Partners

Mm-hmm. If you extend it to 2019-2020, wouldn't you assume it would have to be higher because of political in 2020 and growth in retrans?

Jim Ryan
CFO, Gray Television

Certainly, retrans will grow. We've not given a number for 2020 political, other to say that we think it'll be a very strong year. Does that equal 2018, which was a very strong year? Is it a little bit better than 2018? Everybody can have their own opinion on that. I think 2019-2020 combined free cash flow, though, will again be very significant for the company, as we talked about a little bit earlier.

Dennis Leibowitz
Analyst, Act II Partners

Okay. Thank you.

Operator

There's no further questions at this time. I'll now turn the call back to Mr. Hilton Howell for closing remarks.

Hilton Howell
Executive Chairman and CEO, Gray Television

Thank you very much, Kelly. I just want to thank all of you for being on the line today. We're exceptionally pleased with our quarter's results and look forward to Q2 and the rest of this year. It's going to be an exciting time. Talk to you soon.

Operator

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