Perry Sook - President and CEO Tom Carter - CFO.

Aaron Watts - Deutsche Bank Marci Ryvicker - Wells Fargo Davis Hebert - Wells Fargo Tracy Young - Evercore James Dix - Wedbush John Janedis - Jefferies Edward Atrino- Benchmark Barry Lucas - Gabelli John Hodulik - Wells Fargo Michael Kupinski - Noble Financial.

Please standby. We're about to begin. Good day, and welcome to Nexstar Broadcasting Group's 2014 Third Quarter Conference Call. Today's call is being recorded.

All statements and comments made by management during this conference, other than statements of historical facts, maybe deemed forward-looking statements within the meaning of Section 21 of the Securities Act of 1933 and Section 21-A of the Securities and Exchange Act of 1934.

The company's future financial conditions and results of operations, as well as forward-looking statements are subject to change. The forward-looking statements and comments made during this conference call are made only as of the date of today's conference call.

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

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

Thank you, operator, good morning everyone, and thank you for joining us on this Friday morning to review Nexstar's record third quarter financial results and our recently announced transactions. You'll also hear from Tom Carter, our Chief Financial Officer on the call today.

Operationally, Nexstar had an outstanding third quarter, led again by strong growth across all financial metrics. Nexstar's record third quarter net revenue drove our highest ever third quarter broadcast cash flow, adjusted EBITDA and free cash flow, all of which were ahead of consensus expectations.

Nexstar's financial performance reflects the ongoing benefits from our results focused operating disciplines, our growing retransmission consent revenues, and our value building acquisitions and integrations, including the first full quarter of operations of five televisions stations in Colorado and Florida.

In addition, we're realizing anticipated growth from the strategic expansion and diversification of our digital media operations and capabilities, including our accretive acquisitions earlier this year of Enterprise Technology Group and Internet Broadcast Systems.

Year-to-date financial results are consistent with the expectations, that we reviewed on prior calls, and Nexstar remains on pace to generate record free cash flow in 2014 and in 2015, based on television ad revenue including our strong political spending in our market, contractual retransmission revenue growth, and our quickly expanding digital media operations.

At the same time and consistent with our strategic focus on identifying, executing and integrating accretive transactions, Nexstar remains opportunistic in selectively building the station portfolio for long-term growth.

In this regard, we recently announced the highly accretive transaction that upon completion will mark our entrée into the Phoenix, Arizona market. And this morning, we announced the smaller accretive transaction that will represent our second owned station in Des Moines, Iowa. We expect to complete both of those transactions in early 2015.

Earlier this week, we announced that the FCC has approved the license transfer related to the seven stations soon to be acquired from Grant Company, we expect to close another significant pending transaction later this year; and taken together, all will meaningfully benefit our 2015 operating results and beyond.

The net result of our local focused operating initiatives and M&A activity is that Nexstar is generating substantial free cash flow growth, which is positioning the company to continue to de-lever the balance sheet.

Specifically, pro forma for the completion of all announced transactions, we believe that Nexstar will generate free cash flow growth in excess of $365 million over the 2014-2015 cycle. That translates to average pro forma free cash flow growth in excess of $6 per share in the 2014-15 period.

By way of comparison over the 2012-13 cycle, Nexstar generated approximately 165 million of reported free cash flow, and pro forma free cash flow of about 265 million, so the 365 in the '14-'15 cycle represents pro forma free cash flow growth of an excess of 37%.

With just the free cash flow generated from our current operations, we expect Nexstar's net leverage to decline into the low-fours by the end of this calendar year.

Getting back to Q3, highlighting the strong leverage in our operating model, the 25.4% rise in third quarter net revenue generated 37.5% growth in BCF and a 38.7% increase in adjusted EBITDA as well as an 80% rise in free cash flow.

Third quarter television ad revenue, inclusive of political advertising grew 17.5% as Nexstar's spot management and inventory management initiatives, including the allocation of inventory to political pack and issue advertisers resulted in a nearly 18-fold increase in political revenue in the third quarter; our flat core and local national stock revenue made up the balance.

Remember, we project long-term GDP like growth for core ad revenue, and structured Nexstar's operating model to leverage our high growth revenue sources, including retrans, digital media, and political, and our third quarter financial growth again underscores this approach.

Reflecting our expanded platform and presence in states with high levels of political spending activity, the 2014 third quarter political revenue rose by a robust 79.1% over comparable 2012 third quarter level.

With the tally now in for election spending, we're confident that 2014 fourth quarter results will benefit from very healthy political revenue contributions.

As I said, maximizing the political revenue opportunity was a focus for us in Q3, and we did succeed on that front, benefiting from campaigns in several states, such as Arkansas, Louisiana, Iowa and Colorado.

Looking at other categories of ad supported TV revenue; first, our initiatives to bring new advertisers to television continue to build our long-term success as new to television ad revenue for Q3 was $7 million, which was 6.1% up over the prior year.

Taking into consideration, the political advertising inventory allocation, four of our top ten categories in Q3 were up, four were slightly down, and two finished flat. Nexstar's total gross revenue, excluding political grew an impressive 12.5% in the third quarter.

That represents a 59.2% rise in retransmission fee revenue to 40.7 million, and 28.6% increase in our digital media revenue to 12.9 million.

Ongoing renewals of retransmission consent agreements combined with the growth of our digital publishing platform resulted in a 50.6% year-over-year increase in total third quarter retransmission fee and digital media revenue to a combined total of 53.7 million.

These higher margin revenue streams continue to diversify and complement our core television operations and accounted all in for 34% of our third quarter net revenue. That was up from 21.8% in the 2012 third quarter during the last political cycle.

Looking ahead with distribution agreements representing approximately 60% of Nexstar's MVPD subscribers to be renewed either at the end of '13 or by 2014 year end and another 30% of our subscriber households up for renewal in 2015,we project visible ongoing revenue growth from this source in 2015 and beyond.

Similarly, our digital media revenue growth in the range of 2014 and '15 will further benefit from our recent accretive acquisitions of Internet Broadcasting Systems and Enterprise Technology Group.

These strategic acquisitions and additions of Nexstar's existing digital platform have enabled us in the first nine months of 2014 to exceed 2013's full year digital media revenues. And we've expanded Nexstar's digital business portfolio now to an over $50 million annual run rate of revenues.

We continue to target a $100 million of digital media revenue within the next several years, and believe that we are successfully proceeding toward that goal.

As shareholders free cash flow growth is our priority and in the first three quarters of 2014, we generate a 72.7% year-over-year increase in free cash flow to $94.5 million, or roughly $3.15 per share.

If we want to take the political impact into consideration, our free cash flow of 94.5 million in the first nine months exceeds the level in the comparable 2012 period by 82%, and these are actual, not pro forma numbers.

Before I turn the call over to Tom for further detail on our financials and our capital structure, I'd like to conclude by saying that we're ending 2014 in a very strong position, and we continue to see attractive potential acquisition targets in our pipeline.

Our forward free cash flow visibility remains solid, and the recent news on our soon closing pending transactions is also a positive. So with that, I'll turn the call over to Tom. .

Thanks, Perry, and good morning everyone. I'll start with a review of Nexstar's Q3 income statement and balance sheet data after which I'll provide an update in our capital structure and details related to the pending transactions. Our net revenue in Q3 of 2014 was up 25% over the same period in Q3 of '13. Core revenue was down 1% to 91.4 million.

Local revenue was up 3.5% to 65.8 million, and national revenue was down 225.6 million or 10.7%. Political revenue, as Perry mentioned before, was up to 18.2 million, up over a million over 2013's third quarter level of a million dollars. Retransmission fees totaled 40.7 million, up 59%, and digital media revenues were 12.9 million, up 28.6%.

Most importantly, our broadcast cash flow increased 37.5% to 66.1 million, adjusted EBITDA was up by like percentage to 57.4 million, and free cash flow was up 80% over the previous year's free cash flow to almost 39 million. On a same-station basis, our net revenue was up 17.5%.

Local revenue was basically flat over the same period of the previous year. National revenue was down 11.9%. Retransmission fee revenue was up almost 50%. Digital media revenues were up 15.1%. Broadcast cash flow and adjusted EBITDA on a same-station basis were both up approximately 26%.

We feel good about the growth in our advertising revenue in even our local and national, because of the high percentage of inventory that was dedicated to political during the quarter. With the focus on generating free cash flow, we remain disciplined in managing costs in addressing our capital structure leverage and cost of capital.

Third quarter station direct operating expenses net of trade expense and SG&A expenses rose 30.1 and 13.2% respectively. The increases reflect higher variable cost related to the increase in political ad revenues, and the operation of the acquired station.

On a same-station basis, fixed costs, excluding affiliation expenses and sales expenses were down 2.8% versus Q3 of 2013 as we continue to aggressively manage controllable expenses. Nexstar's third quarter corporate expenses were 8.7 million, which was slightly below what we projected and of which 6.8 million was cash corporate overhead.

This compares to corporate expenses of 6.7 million a year ago, which included 600,000 of non-cash stock option expense. The increase reflects increased staffing and infrastructure to support our expanded platform as well as a $1.3 million increase in non-cash stock comp expense.

Also during the quarter, we incurred $300,000 of unbudgeted corporate expenses relating to the legal and professional fees to alter and/or restructure transactions to address the recent regulatory changes. For Q4 of 2014, we project corporate overhead will be approximately $9 million, inclusive of transaction expenses.

The cash corporate overhead will remain at the $7 million to $7.5 million level. Turning to the balance sheet, I'll review a few key items as of 9/30/2014. Net leverage as of that date was 4.82 times versus a permitted leverage covenant of 7.75, and first lien leverage was 2.34 times versus a four times covenant.

Nexstar's outstanding debt as of 9/30 consisted of first lien debt of approximately $562 million outstanding into the term loans, and approximately $526 million outstanding under the six and seven eight senior notes.

Reflecting the re-financings over the last year and the previously mentioned ticking fees on the CCA financing commitment, our total interest expense in third quarter of 2014 declined to 15.5 million from 16.9 million for the same period in 2013.

Likewise, cash interest expense also fell, and was 14.9 million compared to 16 million in the previous year.

Looking forward at the capital structure, the committed cost of financing for the remaining transactions is below 4%, which will reduce Nexstar's weighted average cost of borrowings to approximately 5% from the current levels of approximately 5.25%.

With regard to that, also of note, on October 31st, we borrowed the remaining $147 million available on our term loan A in anticipation of closing on the Grant and CCA transactions.

We're in the process of amending our bank commitments to include Marshall Broadcasting as a borrower, and that funding combined with our cash flow generated from a strong political season which just ended, gives us adequate capital to close the remaining Grant and CCA transactions, which again we expect to do at the end of this year.

We also intend to finance the recently announced single station transactions in Phoenix and Des Moines through borrowings under our senior credit facilities or a combination of borrowings and cash generated from operations.

Nexstar's Q3 CapEx of 4.8 million compared to 4.4 million in the previous year, year-to-date CapEx of approximately 13.8 million and for the full-year, and we expect, and our budgeting CapEx of approximately 20 million to 22 million for 2014 as we bring onboard Grant and CCA.

We believe our results again demonstrate we're successfully managing our broadcast and digital media, M&A and integration activities are top line, fixed and variable costs and the balance sheet per cash while taking advantage of additional selective accretive acquisitions and other actions that can enhance shareholder value.

In two weeks, Nexstar will pay the fourth dividend since the payout was increased to $0.15 per quarter earlier this year.

As those of you have followed us over time, you know our intention is to review the dividend and payout policy annually, which suggest the board will take review of it later this year or early in 2015 in consideration of our significantly expanded free cash flow run rate and additional M&A opportunities and other capital requirements.

At the present run rate of $0.60 per share annually, we're allocating approximately 18 million to annual dividends. In summary, the free cash flow we're generating from our expanded platform is tracking consistent with our goals and expectations.

And our balance sheet, capital structure, and cost of capital are in great shape, and we're prepared to both complete the pending transactions while simultaneously reducing our year end 2014 leverage. That concludes the financial review for the call. I'll now turn it back over to Perry for some closing remarks before Q&A..

Okay, great. Thank you, Tom. I'd like to conclude with a review of our recent M&A activity and the status of our other pending transactions. Last month as you know, Nexstar announced a definitive agreement to acquire KASW, the CW affiliate, serving the Phoenix market, the 12th largest market in the U.S. for $68 million plus working capital.

Pro forma for expected synergies including additional retransmission revenues, the purchase price for KASW is less than five and a half times, our average '14-'15 pro forma projected cash flow.

In the first 12 months following the closing of that transaction, we expect the station to generate approximately $14 million in broadcast cash flow, and the station is expected to provide free cash flow accretion in the first year of ownership of approximately $0.30 per share.

In addition to the economic benefits, the acquisition further diversifies our station portfolio and presents another opportunity for the company to leverage our intellectual capital and operating management disciplines.

The transaction provides an entrée into the Phoenix market, which represents a natural complement to our existing operation in the Southwestern region of the United States.

As of our practice at acquired stations, we'll inject Nexstar's brand of localism, including local programming and a local community orientation to the station, and on the business side, we'll go through the sales effort and benefit from efficiencies and operating disciplines which we have successfully honed across the Nexstar platform.

This morning, we also announced a smaller yet also highly accretive transaction. We entered into a definitive agreement to acquire KCWI, the CW affiliate in Des Moines, Iowa for $3.5 million. When that phase encloses, it will complement in a Nexstar own duopoly with our ABC affiliate there.

The station will add approximately a $1 million in incremental broadcast cash flow in its first year of operation.

Both of these transactions, Phoenix and Des Moines are subject to FCC approvals that we expect them to close rather quickly given the KASW in Phoenix will represent our first station there, and KCWI can be acquired by Nexstar under the current ownership rules.

So let me quickly now review the status and closing expectations for our other pending transactions as they will be strong drivers of our growth in 2015 and beyond; the seven TV stations in four markets from Grant Company, as you know the FCC approved the license transfer last Friday. We're moving to close this very shortly.

The license transfer to minority-owned Marshall Broadcasting is an important step in fulfilling Nexstar's commitment to support broadcast station ownership by minority-owned entities. This is also a key FCC initiative as you know.

As a result, Nexstar will lead the industry in incubating a new minority-controlled entered into television broadcasting and also by bringing additional news information and specialized programs to the markets in which MBG will operate.

The Grant stations increased Nexstar's exposure to political revenues, especially in Virginia, which will be a better ground state in 2016. The Grant acquisition also creates three new duopoly markets and adds approximately $18 million of additional EBITDA in the first full year of operations.

The $87.5 million purchase price in aggregate is a low five times average pro forma two-year cash flow.

The 19 stations and 10 markets from CCA, recall now that this is a result of an agreement announced in June with Marshall, we plan to transfer two stations in Shreveport and Odessa-Midland to Marshall Broadcasting, which they'll own and operate in conjunction with a JSA and SSA with Nexstar stations in those markets.

Given the recent Grant approval, we anticipate the transfer approval from the FCC soon, and we plan to close that transaction shortly thereafter again at the end of this year. These stations will complement Nexstar's existing presence in Louisiana and Texas, and the transaction will add six new duopolies to the portfolio.

We've identified an excess of $12.5 million of operating synergies that we'll realize upon integration, the $270 million purchase price in aggregate is approximately 5.7 times two years average broadcast cash flow on a pro forma basis.

As part of the process, we'll be divesting one station in Evansville, Indiana to Bayou City broadcasting of Evansville, also a minority entrant into the ownership ranks of television.

The definitive agreement with Bayou City for the sale of WEVV, the CBS and FOX affiliates in Evansville, Indiana, for a $26.85 million sales price will close simultaneously with the rest of the CCA closing.

With significant and growing free cash flow, a declining weighted average cost of borrowings, a commitment to furthering the FCC's goals on increasing minority television ownership diversity, and our extended track record of success in integrating newly acquired acquisitions, Nexstar remains very well positioned to further consolidate the midsized markets, to pursue additional accretive transactions in the digital media space as well continue to lower our leverage while increasing returns of capital to shareholders.

In closing, I'd like to thank Nexstar's 3500 plus employees for their commitment to the company, to our shareholders, and to the local communities, where we play a leading role in providing critical information news in the highest quality of local and network programming. I'd also like to thank all of you for joining us today on the call.

So, now let's open the call to Q&A to address your specific areas of interest.

Operator?.

Thank you. (Operator Instructions) We'll go to Aaron Watts with Deutsche Bank..

Good morning, guys. I wanted to start out with the core business; I think you talked about how in the third quarter core local was flat on the same station, and national was down around 12%.

Can you maybe just talk about how that feels now in the fourth quarter, post-election, understanding that anything up until now probably was fairly noisy with all the political money?.

Sure. Well, I mean, first of all, we feel pretty good about the third quarter results given that we estimate in the quarter 6% to 8% of our revenue was taken up by political advertising. And so, as you know, there is only a finite amount of inventory, and so it has to go somewhere if political advertising is taking it.

There is a certain crowding out in displacement. I'd tell you that in the month of October, almost 46% of our ad supported TV revenue came from political.

The core though, if you look now in November and December, which I think is the heart of your question, is on the same trajectory, actually a little better trajectory than the results we reported for third quarter with local pacing up a low single-digit and national pacing down approximately in the same order of magnitude for third quarter -- that you saw on third quarter..

That's helpful.

And I know it's always a little difficult to pin this down for you, but national at this point, any thoughts on what is keeping that little bit sluggish?.

Well, I think a lot has been said on other calls about automotive, and automotive is actually pacing better for us in the fourth quarter than it did in the third quarter at this point in time.

But the automotive story can really be traced primarily to one account basically, which is Honda, which led to a change in strategy this year, which led to a decrease in spot television ad spend, and if you follow the new car sales, it's also led to a loss of share in the new car sales market for Honda.

So, I think I'd probably expect another change in strategy in the not too distant future, but I don't think it is anything that is secular. I think it is cyclical. I think there is crowding out. There are people that just will avoid [attempting] (ph) to compete for inventory during September and October.

And again, if you look at the numbers on the other side of that, I think things look pretty good in the fourth quarter. We've got five of our top ten pacing up, and five of our top ten pacing slightly down. And that's little better than the report card we just gave you in the third quarter..

Okay.

And Tom, one clarifier for you; the four times leverage you talked, net leverage you talk about for year end '14, is that of a trailing 12-month number? And then, I guess, second, does that incorporate acquisitions you plan on closing by year end?.

It is a trailing 12-month number. It does include pro for a synergies in that number. It does not include Phoenix, honestly, Des Moines if kind of a rounding error from a magnitude perspective, but it does not include Phoenix..

And last one from me; I appreciate you taking all these, just little bigger picture, CBS obviously pushing ahead with their over-the-top offering, I guess it wouldn't too hard to imagine other networks planning to follow.

Can you just talk about what that means for you and a partner to the networks, and what upside there might be in the future from that? Thank you..

Sure. CBS's over-the-top offering has a streaming element that will include streaming the stations in the local markets. So right now, their streaming opportunity, which comes as part of the 599 package includes 14 of their owned and operated stations.

And at CBS, Nexstar were to agree to launch this product in Rochester, New York or Champaign, Illinois, or Fresno, California.

We'd participate momentarily in that 599 offering; details still to be determined, but the fact that the streaming is of a local station, whether it would be network or affiliate I think that is an important differentiator to some other offerings out there that -- the network and the affiliates will work in concert to make incremental revenue..

Great, thanks..

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

Thanks, guys. Two questions; the first, how much visibility do you have in your net retrans? And is there any way you can frame up the growth here for as much visibility as you have? That's the first question.

And then the second question, is for the Grant, the FCC approval, did you have to do anything with your financial guarantees, are there still JSAs involved in this deal?.

I'll answer the second question first, and then turn it to Tom. There is still a JSA in the deal with Grant, with Marshall, and there is still a financial guarantee. So the answer to both questions is yes..

With regard to net retrans, we have projected out through 2017, and we see significant growth in net retrans through that date. Keep in mind, we have one network affiliation negotiation currently ongoing with NBC. We don't have any at the end of next year. So our runway through 2016, once the NBC deal is done, is no (technical difficulty).

And then the only projections we have to make are affiliate costs for 2017, which really only change as it relates to FOX.

So we feel highly confident that our net retrans will continue to grow, and not surprisingly the net retrans margin will decline, but we're not concerned about the margin or concerned about the net dollars, and that will grow significantly between now and year end 2017..

Thank you very much..

Our next question comes from Davis Hebert with Wells Fargo Securities..

Hi, good morning, everyone. Thanks for taking the question. Tom, you walked through some of the capital needs.

I believe you said it was at $147 million delay draw on the [timeline] (ph)?.

Yes. That's now on our balance sheet. Currently, we have over $250 million on our balance sheet..

Okay.

So, is there any other funding needs, cash or revolver that you anticipate for the remaining acquisitions if you bring that up?.

Well, again, we've got Grant and CCA done. We got the Des Moines done, and depending on the timing, we're back into this timing thing on Phoenix depending on when Phoenix happens. If that happens earlier in Q1, there will be a slight funding need. If that happens in the back half of Q1, we'll be able to finance it on our own.

But we see other opportunities out there in the not too distant future that will clarify our thinking with regard to additional capital raises. But right now, Grant and CCA and Des Moines are done, quite awfully it's already on our balance sheet, combined with the $105 million revolver, which is totally unfunded. We've got the ability to do that.

And important in that math is a $27 million divestiture in Evansville, which will close concurrent with CCA, because of DOJ restrictions.

So, our funding is strong, and then the only question is when does Phoenix close and does that create the size of a $25 million or $30 million need or if it's delayed slightly, we'll free cash flow our way into that as well.

Is that responsive?.

Yes. That's very helpful. And on the M&A, Perry, you've talked about different stages happening over time, and you mentioned some opportunities are out there.

Just curious, where do you think in the M&A and the consolidation front do you think we are, is it -- do you think we will see further strategic, large strategic transactions?.

Yes. I think that the universe of people that do what we do that are not owned by the networks, that universe has shrunk from 35 to 40 companies in 2011, to 16 to 20 companies now currently.

So with every transformative transaction that resets the stage for remaining potential transformative transactions, but there are really only a couple of companies that are capped out vis-a-vis the FCC ownership limitation of 39% that cannot make acquisitions in this space.

I think everybody else is probably talking to everybody else, and some of those conversations at the first date, then some of them are a little bit more advanced than that. But I think you'll see continuing discussions about scale.

We think it's important to be important, and so, we will participate in those conversations, as well as there continues to remain a relatively steady parade of smaller one-off, two-off type acquisition opportunities that we fully got to investigate every one of those here..

Okay, interesting. And last question from me, the Greenhill reported incentive auction; I know the auction has been delayed to 2016, but what is your initial reaction to some of the evaluations.

Do you feel like they're optimistic and there is still a lot left to play out here?.

The short answer would be yes. I mean, we obviously looked at them, and at this point, I told our board we should take them with a grain of salt because as you know there have been follow-on conversations with the FCC as to specific evaluations of specific stations in those markets.

What the Greenhill report put out was evaluation kind of on a median basis for any station in a given DMA. And so, it gets a little bit more linear in terms of the stations value, the need for repacking in adjacent markets that could affect that potential number of other participants.

And so, those numbers have already started to come down some as a result of those conversation.

And as you know, the way the FCC will run the auction, and okay, who's ended a 100 million, who's still facing at 90 million, who's still in at 85 million, and when nobody's left, they add a dollar to that and that's the price at which they'd likely transact.

So the Greenhill numbers are the highest numbers you're ever going to see, and we'd expect them to go down. But there's just a whole lot that needs to play out before we can make a proper evaluation.

But obviously, we'll look at it, and some of those evaluations were substantially more at the end of the day than the operating business, then we'll take a serious look at it..

Okay. Thank you very much..

Our next question comes from Tracy Young with Evercore..

Yes. I've got two questions and one follow-up. If you were to strip out the Hoak acquisitions, is there any way to say what core was for Q3, was it still down one? And then did you give protocol for Q4? Thanks..

Well, Tracy, the same station strips out Hoak. So that is a good number, and I think we're comfortable saying that political for the entire year will be in the $64 million area. So you can back in, I'm not sure -- just looking at political for the nine months is what, 29, so that gives you 35 for the year, for the fourth quarter..

Okay, great. And then ….

The only other think I would say there is keep in mind the body is still moving because we have a run-off election in Louisiana, which is going to be -- it's an important market, important state for us. So there may be some upside to that number, but the 64 million includes our expectations for Louisiana, through now and now through December 6..

Perry, do you want to add anything else?.

I think that says it all..

Okay, cool. And then in terms of CapEx, Tom, you had mentioned the $20 million to $22 million number for this year.

Is that similar to what you expect the next year?.

Yes, I would think so. A lot of that includes -- it's been backend loaded because we've been waiting on Grant and CCA. So, some of that may spill over into early 2015, but yes, I'd say 20 million plus a little bit for 2015, but obviously our run rate maintenance CapEx is significantly below that..

Okay. Thank you very much..

We'll go next to James Dix with Wedbush Securities..

Thanks very much. Good morning, gentlemen. Just two questions; I guess just following-up a little bit on Tracy's about political.

Is your sense that kind of the crowd out for the 4Q political is kind of in the range of what you were seeing in 3Q or is that potentially a little bit different just as we are thinking about that for the fourth quarter core business?.

It's more impactful, James, in October because the 35 area that Tom guided you to, was really spread over five weeks and a couple of days, where the third quarter political revenue was spread out across three months.

So I mean, not at all a typical of what we were expecting, and in fact, we budgeted core revenue to be down in October because as I said, 46% of our ad supported revenue in the month of October was from political. So, now then they have 46% of the inventory because it generally comes at a premium, but it obviously pick up some.

And our team did a masterful job of managing core revenue in October to a low single-digit decline over the prior year, which was almost on top of what we budgeted it.

So, political met our expectations and we were able to accommodate it with the inventory that we had, and then our core revenue as I said was at expectations which was we budgeted it down in October and we budgeted it up in November and December and we're pacing to those numbers now..

Okay, great. That's very helpful. I guess, my second one was just on the broader dynamics in the core ad market, and so clearly, we continue to see different trends in local versus national. So I'm curious, I mean, you gave us some pretty good color on advertising you get from those who are new to TV.

How do you see the share shifts playing out in the local market separately from the national? Where do you think the potential is versus local media competitors, as well as new digital ones on the local side to be picking up share, where the biggest buckets for you to go after? And then I just get conversely, like, who do you think your stiffest competitors are for share, especially on the national side? Thanks..

Well, we are right now at about 75-25, local to national, and our core revenue, 75% coming local. Obviously, we put a premium on business development in the company and commission it to a higher rate and we'll report on it every quarter because new business was approximately 10% of our total local in the third quarter.

So it is a part of the company's DNA and a part of the foundation of this business. So, national as you know, as you know the way national comes, it's I got this much money for the market and it usually ends up being a reverse commodities option.

So how low can you go to get the business and consequently then when there is an inventory shift like for a heavy political market, national is the first to go. So I think there is some of those dynamic that play out as well.

I will tell you in the local marketplaces, there is a continuing secular rotation out of printed material, and that money goes somewhere, and broadcast has been the primary beneficiary and local television has been the primary beneficiary of broadcast. I don't think that story is done yet.

And we see that continuing to play out in our markets of both display and classified advertising out of newspaper, the clients in direct mail as well as directory. And we think both our on air and digital platforms are beneficiaries of that.

In our local marketplaces, we feel that we have the superior distribution platform; we are a rich medium, if you really want to get people into your furniture store, you buy ads on TV because more people watch those and use any other form of media. And it's complemented by a more targeted approach with our digital assets.

So we feel we are without peer, but I will tell you in the local marketplaces, the guy that owns the business stand in next to the cash register.

The best idea wins, and so that's why we continue to challenge our people to know more about their clients' need than about the ratings of our business and then be able to deliver campaigns and platforms that serve the customers business, because ideas are the currency, not Nielsen..

Great. Thanks very much, Perry..

We'll go next to John Janedis with Jefferies..

Thank you. Hey, Tom, your cost containments on the fixed cost side look really solid.

Can you speak a little more to the components, and as the next handful of deals closed, can the declines improve directionally or if not, is it some kind of run rate maybe for the next could of quarters?.

Well, as we take on new properties, clearly there's cost takeouts involved there. One big contributor to the decline is our syndicated programming costs. First of all, we're using less of it and that which we use we're paying less for.

Again, keep in mind, the dynamics in our markets were there are fewer stations for some of the syndicated programming to find a home, and so we used that to our advantage to negotiate hard. The rest is just continuing to tighten down the screws, specifically on new acquisitions with regard to overall costs.

We identified certain costs on the way-in, but that's not all we do. And then once they're in the fold and operating under Nexstar management for a period of time, we continue to chip away some of the more ingrained cost and the kind of the institutionalized cost in some of those markets. But we're very pleased with that.

We have been very fortunate and manage very hard our medical expenses. Our medical costs are not expected to go up significantly next year. We just had a meeting on that yesterday. So we're very pleased with what we've been able to bring and continue to implement on Nexstar stations as well as the new stations..

That's helpful. Thanks.

And then separately, understanding your average market size, is there any evidence that the softness we're seeing at both the cable and TV networks has led to some of the national spot money moving up the network?.

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I'd expect now with the results of the election being in that there are slightly more optimism about government and the economy than there was a week or so ago.

And I'd expect that you could potentially see an up-slide acceleration of the trajectory of the advertising revenues as people begin to look at next year and begin to see hopefully constructive things happen in Washington. And that gives a little more confidence about their business and their economy.

And beyond that I think it become somewhat situational; you've got markets that are primarily out of the drought business. You've got markets that are into fracing business in a big way, and that's provided additional GDP. And so, it's the sum of all of those things, but I need to point that there are lot of ingredients that go into baking that cake..

I'd expect now with the results of the election being in that there are slightly more optimism about government and the economy than there was a week or so ago.

And I'd expect that you could potentially see an up-slide acceleration of the trajectory of the advertising revenues as people begin to look at next year and begin to see hopefully constructive things happen in Washington. And that gives a little more confidence about their business and their economy.

And beyond that I think it become somewhat situational; you've got markets that are primarily out of the drought business. You've got markets that are into fracing business in a big way, and that's provided additional GDP. And so, it's the sum of all of those things, but I need to point that there are lot of ingredients that go into baking that cake..

Thanks, Perry. Let me, last one on M&A, if you don't mind.

Given the size of the Phoenix market, is this a signal that you can be more opportunistic maybe given less competition for assets and maybe look at larger markets where the financials make sense?.

Perry Sook:.

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Okay, thank you. .

(Operator Instructions) We'll go to Edward Atorino with Benchmark..

Yes, could you talk a little bit about what CBS is doing and what they're thinking and how you plan all that? Is this something -- a lot of money for you, a little money for you, nothing?.

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In other way I'd look at it as Netflix after five years and on a lot of banging the pots and pans together create noise has got I think maybe seven or eight million subscribers. So CBS only product necessarily might be less than that. But I think the revenue is incremental, and this is not an exclusive product.

So if an MVPD would like to participate in the offering with CBS, I'm sure that can be arranged. The important thing again is it that an over-the-top product, but in a local affiliate market the over-the-top product would be delivered through the affiliate, and the affiliate would anticipate in that revenue.

And so I think that is a model that maintains an ecosystem and keeps all the participants happy and I applaud CBS for their thoughtfulness on this. .

There's no cost for you, right?.

Anticipating $10,000 in capital, and then, monthly think back cards but neither is significant..

Okay, thanks..

We'll go next to Barry Lucas with Gabelli and Company. .

Thanks very much, and good morning. I have kind of housekeeping for Tom, and maybe two strategic for Perry. So, Tom, just to go back to the balance sheet, which (technical difficulty) about 1.1 billion of total debt at 9/30, you add 350. So the late draw is not in there. We got to add about roughly 350 for Grant, CCA ….

I'd say it's closer to 300 in total need. Keep in mind, 357 million I think is the number. We have $35 million in deposits. We're selling stations for approximately 29 million. And then, we generated significant amounts of free cash flow when you add to the 147 million that we borrowed.

So the net borrowings to conclude CCA and Grant will be approximately 225 million..

Okay, that's what I was going to get.

That's the year end figure that we were pointing to is somewhere around 1.3 billion?.

Correct..

In total debt, okay. Perry, you touched a little bit or Thomas said a little about syndicated programming cost declining, maybe you can expand a little bit on content creation, certainly Sinclair made a little bit of splash in sports and some other areas, and Scribbs has couple of syndicated to choose out there, Marriott is doing the same.

So, how do you think about content creation, particularly given the number of stations you have where you could spread a meaningful amount of cost around the big base?.

Sure, well, I think we have chosen to make our content creation hyper local. In that, we add additional hours to local programming. It is truly give the local programming and not some national programming that has some local cut-ins or whatever. So we still think that the highest and best use of that time is local.

And we now produce an excess of 68,000 hours a year of local news. That's about 1400 hours a week. And that's before we close on Grant and CCA and the additional Des Moines station and Phoenix, and anything that might be in the pipeline.

So, again, we think the highest best use of our time and resources is local and not trying to create some national franchise that we can deliver locally, because we think people are really at the end of the day only care about something that effects on locally.

So our focus will be continue to do more local news, local sports, local lifestyle type programming that are market-specific and not some national brand that we try and tailor to a local marketplace..

Great, and I want to come back maybe take a different cut at John's question in Phoenix, given lack of success of another broadcast in standalone CWs, and there does not appear an opportunity to duopolize that market.

So, was it merely opportunistic that we had a shower that really had to sell and you can make it work on the purchase price number, or was Jenni Calder right?.

Yes. Well, it wasn't opportunistic acquisition, but if you look at the history of the station where it was almost shuffled from owner-to-owner, over the last couple of years to try and to make other things in the market. At one point earlier this year, the station was down to two sales people.

So obviously we looked at that and said, there will be five times that many sales people, but day after we close and a lot more emphasis on local programming, local news cut-ins, all kinds of things that we can do to tailor to make the station local and not just a CW and two and a half men video jukebox.

Now, everybody that has touched that station has that other stations and perhaps bigger fish to fry in the marketplace, but for us this will be our only fish.

And I think that we see substantial operational upside to a transaction that we were able to pro forma to a highly accretive multiple that will deliver just on the pro forma before the operational upside kicks in, $0.30 a share free cash flow.

And we've had a great deal of success with the standalone CW in Jacksonville, Florida, that we bought from another operator to whom CW was not core, and we've added things like indoor arena football games, a local music show on Saturday nights and Sunday nights on the weekends, and all kinds of local programming there.

And our cash flow there at the time of acquisition to where it was this year, and again, CW doesn't get a lot of political, nor was there tremendous amount of political in Florida and Jacksonville, but our cash flow is a 4X of what we inherited.

And so, you run the same play in Phoenix, and you pick up two or three share points of revenue by creating developmental projects and opportunities for local advertisers, overwrite your retrans contracts of the station out of an existing master control, reduce those or eliminate those expenses, it's -- I can point to the page in our playbook where that's what we do, and the fact that it's in Phoenix doesn't face us, doesn't -- the folks will oversee those, that station for us, Brian Jones used to run the duopoly here in Dallas, which is a large market to get the map.

So there is nothing about it that we don't like, and again, it was opportunistic, and so, we saw the opportunity to create an accretive acquisition with substantial free cash flow accretion on the way-in to something that we think we can operate to more than what it is over time..

Great, thanks for the comment, Perry..

We'll go next to John Hodulik with Wells Fargo Securities..

Hey, guys. I just wanted to clarify that JSA SSA, you have with Grant, is that a straight JSA SSA that you can fully consolidate the financials over the foreseeable future, and so, more than 15% of the ad time? I only ask because there are some press that would suggest otherwise. Thanks..

Are you asking if it's a variable interest entity?.

Oh, yes. Essentially, yes..

We expect it to be yes..

Got it, thank you..

Our next question comes from Michael Kupinski with Noble Financial..

Thank you. I just have a clarification on -- you mentioned that you had five ad categories popped, and five ad categories down in the top ten categories.

I was wondering -- and you gave some specifics about auto, I was wondering on the weak advertising category, does the total of the business is improving as you go into the fourth quarter with some of those as well.

And specifically if you could talk about the retail category, which I think has been soft for most broadcasters and especially, kind of a question mark why, because consumer confidence is so strong and so forth.

Do you have any thoughts on some of your other key categories in the tone of the business going into the fourth quarter?.

Sure. You asked about retail, we're sitting right now at a low-teens pace positive to the prior year on the retail category.

So that's certainly not -- certainly would indicate to me that there's confidence in retail in our portfolio, furniture, and attorneys, and medical healthcare, and auto are all up in the low single-digits and our accounts that are down in the -- are all down in the low to mid single-digits.

So I'd say, and again, comparing this report card to the third quarter report card, we've got more categories pacing up than we did in the third quarter. And the trajectory of the increases -- percentages are higher and the down-percentages are lower than they were in third. Again, this is a pace report, this is not a final analysis.

And we still have two months yet to go in the quarter, but again, I think that our business in the third and fourth quarter obviously is laying out exactly as we had planned, I mean we hit our budgeted political number.

And so, I think we were thoughtful when we laid out our approach to the year, and core growth in the low single-digits and the driver is going to be retrans, digital and political. I mean it's playing out exactly as there are no surprises here..

That's terrific. Thank you, that's all I have..

And we have no further questions in the queue at this time, and I'll turn the conference back over to your presenters for any additional or closing remarks..

Great. Well, thank you very much everyone for joining us. We look forward to reporting on our fourth quarter results in early 2015, and look forward to talking to you again. Thanks..

Ladies and gentlemen, that does conclude today's conference. Thank you all for joining..