Gray Television, Inc.

Good day and thank you for standing by. Welcome to the third quarter 2021 earnings conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 1 on your telephone. Please be advised that this conference is being recorded. If you require any further assistance, please press star 0. I would now like to hand the conference over to your speaker today, Hilton Howell. Please go ahead.

Thank you, Operator. Good morning, everyone. I want to thank everyone on the call this morning for being here. As Mary mentioned, our Operator, I am Hilton Howell, the Chairman and CEO of Gray Television. Thank you for joining our third quarter 2021 earnings call. With me today, as usual, are Gray's Executive Officers, our President and Co-CEO, Pat LaPlatene, our Chief Legal and Development Officer, Kevin Latech, our Chief Financial Officer, Jim Ryan, and our Chief Operating Officer, Bob Smith. We will begin this morning with a disclaimer that Kevin will provide.

Thank you, Hilton. Good morning, everyone. Certain matters discussed in this call may include forward-looking statements regarding, among other things, future operating results or pending acquisitions in related divestiture, the impact of the novel coronavirus and its disease or COVID-19, on our future operating results. Those statements are subject to a number of risks and uncertainties. Actual results in the future could differ from those expressed or implied in any forward-looking statements as a result of various important factors that have been set forth in the company's most recent reports filed with the SEC, including our most recent report on Form 10-K and our most recent 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. Included on the call may 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, adjusted EBITDA, 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. Included in our earnings release as well as on our website are reconciliations of the non-GAAP financial measures to the GAAP measures reported in our financial statements. And now I return the call to Hilton.

Thank you, Kevin. As we approach the end of 2021, and it's still hard for me to believe that we actually are, this year has moved so quickly, great television has strong momentum behind it from a very good year. And the addition of eight markets and ten fantastic television stations is from Quincy Media in August. Right now, we are just a few weeks away from closing another transformative acquisition of Meredith Corporation's local media group. We are thrilled. We are all very focused on getting to closing and integrating the news stations into our high-performance television family. Today, however, we are thrilled to share with you the strong financial results that we have reported this morning for the third quarter of 2021. We reported total third quarter revenue of $601 million, which was essentially unchanged from third quarter 2020 when we were then benefiting from an exceptionally strong political revenue season in a presidential election year. In particular, we are very pleased with our combined local and national broadcast advertising of $292 million and our retransmission consent revenue of $266 million. These figures reflect only modest contributions from the new Quincy stations, which just joined us on August the 2nd. These are really remarkable achievements that have exceeded our highest and most hopeful expectations at the start of this year. we have, in essence, grown core advertising revenue and retransmission revenue to backfill the dramatic seasonal decline that we typically experience due to the by-year political revenue in years such as this. I personally don't think that anyone who follows great television or this sector generally would have expected us to grow non-political revenue quickly enough to make up for the seasonal climb of political revenue, particularly the exceptionally strong political revenue of 2020. I therefore want to take a moment to congratulate all of our hardworking account executives and sales professionals for their great work this year, as well as the journalists, technologists, and everyone throughout our company who every day create the content, products, and services that local advertisers need and want. Subsequent to the end of the third quarter, we entered the capital markets with two financing transactions in connection with the Meredith acquisition. Quite simply, both financings were exceptionally successful. We agreed to issue an incremental term loan under our senior credit facility of $1.5 billion and increased our existing revolving credit facility to $500 million. In addition, we agreed to issue $1.3 billion in unsecured 5.375% notes due 2031 at par. The note offering was upsized by $175 million from an originally planned $1.125 billion. As a result of these successful financings, We currently estimate that our average cost of capital for the meritorious transaction at the time of closing will be just 4.15%. Our advertising customers, our distribution partners, and our credit and equity investors all now recognize together that Gray Television delivers exceptional value on their investments in our people, products, and services. We are gratified by this trust, and we are grateful that nearly all of us have come through the pandemic stronger and better, and maybe even a bit more unified. In short, Gray's business is strong, our prospects are bright, and we are successfully growing Gray Television into one of the finest media companies in the country. We will next hear a few remarks from my colleagues with additional color to our third quarter earnings release. Thereafter, I will open the line to questions. Pat?

Thanks, Hilton. On our first quarter earnings call, I suggested that our total core revenue would return to the nonpolitical pre-pandemic 2019 levels, quote, later this year, unquote. We anticipated that we would see 2019 core levels again in the fourth with an outside shot at the third quarter of this year. In our second quarter, we strengthened nearly all advertising categories. Our total core revenue finished just below Q2 2019. Today, we are thrilled to report that we finished the third quarter at a level that exceeded our 2019 Q3 total core revenues by 2%. To drill down a bit, total core revenue increased 23% in the third quarter of 2021 compared to Q3 of 2020. And Total core revenue beat third quarter of 19 results by 7%. Roughly 23 million of combined core and retrans revenue in the third quarter, in this year's third quarter, was contributed by the new Quincy stations. Still, even without that contribution, our total core revenue for this quarter exceeded the levels reached in the third quarters of both 2019 and 2020, and in the case of 2020, by a very wide margin. Like some of our peers, the gaming category has been incredibly strong for Gray in 2021, and we believe it has room to run going forward. Advertising revenues from gaming companies is currently pacing to end the year at more than 250% higher than gaming revenues in 2020. Similarly, the auto category has been challenging due to the well-covered supply chain issues. Excluding the Quincy stations, the auto category through the first three quarters of 2021 was down roughly 30% compared to the same period in 2019, the last non-election year. However, we do believe the automotive category will come back in 2022. Perhaps more interesting is a uniform strength across virtually all other categories. In fact, for gray television, revenues in the health category are now in the same zip code as automotive. And while the weakness in auto is relative short-term pain, revenue diversification is the longer-term gain. In short, we can today confirm that the worst of the pandemic impact on Gray's core business is firmly behind us. I now turn the call to Kevin.

Good morning again. Turning first to M&A, I'm pleased to report that our Meredith transaction remains on track to close next month. We closed the sale of our only station in a Gray Meredith overlap market in late September, and the Antitrust Division of the U.S. Department of Justice granted early termination to the Gray Meredith transaction in early October. At this time, we anticipate receiving the FCC's consent to the transaction fairly soon because the transaction did not attract any petitions to deny and the transaction does not require any FCC waivers. On the previous earnings call, I reported that we had completed the last of our major retrans negotiations for this three-year cycle in the second quarter. This means we do not have any material retransmission negotiations until the end of 2022. As you know from our decks and prior calls, all of our CBS affiliation agreements expire at the end of this year. I'm happy to report that today we have reached an agreement in principle with CBS on the renewal of all these affiliations. We expect to finalize and execute the new affiliation agreements with CBS very soon. Our retransmission revenues in the third quarter were $266 million, which is roughly 23% ahead of the third quarter of 2020. This increase is the result of rate increases in recently renewed agreements, annual rate escalators, stable sub-counts, and the addition of the former Quincy stations in eight mid-sized markets in August of this year. Year-to-date, our retransmission revenues are $755 million, an increase of about $105 million, or 16%, over the first nine months of 2020. We currently expect to cross $1 billion in total gross retransmission revenue later in the fourth quarter 2020. excluding any contribution from the Merida stations. In terms of subscriber counts, we now receive nearly all subscriber reports from MVPDs and most of the OTT providers for the second quarter of 2021. The subscriber reports continue to show declines in MVPD subscriptions being offset by growth in OTT subscriptions. In fact, our total in-market Big Four subscriber count across all paid platforms for the second quarter of 2021 0.1% higher than the total for the second quarter of 2020. I'm going to repeat that because we often get asked after the call to repeat that sentence. Our total in-market Big Four subscriber count across all paid platforms for the second quarter of 2021 was 0.1% higher than the total for the second quarter of 2020. We view our relatively stable subcounts as a testament to the value of the live, local content that gray stations provide. Finally, I want to provide some color on political revenue. The first three quarters of 2021, we reported approximately $24 million, less than $400,000 that revenue was attributable to the new Quincy stations. This year's first nine months' results significantly beat the results from the corresponding period in 2017, the most recent post-presidential year, due to a handful of easily identifiable issues. First, we had a few days in early January when the two Georgia Senate runoff races produced about $5 million in political revenue, again, in the first few days of January 2021. We had very robust spending on a ballot initiative in Maine concerning high power electric transmission lines that actually exceeded the revenues that we received from the very competitive race for Virginia's governor. Keep in mind that one half our political revenue every year comes in the fourth quarter. So these numbers will be altered by the time we get to the end of this year. The most noteworthy development in the political area for us is that we continue to benefit from the strong trend to begin campaigns much earlier with each new cycle. In fact, roughly one-third of this year's total net political revenue through the third quarter relates to elections that will occur in November 2022, not elections that occurred in November 2021. Only a few years ago, we remarked when we had one or two races that started spending with us nine to 12 months before Election Day. In 2021, by contrast, we have about a dozen races with ad spending in the third quarter, more than one year before Election Day. We even have a handful of races where the spending started in the first or second quarter of this year for elections occurring in November of 2022. Clearly, earlier and earlier advertising is here to stay. Looking ahead to 2022, we now expect that our combined post-Quincy, post-Meredith company will experience another record-breaking non-presidential political year. Next year, control of both houses of Congress will be in play. We also see significantly more races for governor next year than last year, including gubernatorial races in nearly every state served by the Quincy and Meredith stations that we are adding this year. Moreover, political fundraising records have been shattered with each new set of reports from both parties, candidates at all levels, interest groups, and super PACs. And I'll add that the results in Virginia and New Jersey this week likely expanded the field of competitive races across the country. Given all these encouraging signs, we today issue our first political guide for 2022. As a reminder, the combined Gray-Quincy-Meredith portfolio left divested stations recorded $652 million in total net political revenue in 2020. We anticipate that next year's revenues will roughly reach 80% of last year's total in the presidential election year. We are therefore today guiding to total net political revenue for 2022 of approximately $525 million. And now I turn the call to Jim Ryan.

Thank you, Kevin. Good morning, everyone. As usual, we'll file our quarterly report, Form 10-Q, later today. The release and the 10-Q have a great deal of financial information in it, and I'll keep my remarks short because of that. Hilton covered earlier our very strong Q3 results and the highlights of the quarter, including our very successful financing transactions for the pending Meredith acquisition. I'll make a couple of brief comments on our Q4 guidance and remind everybody that our Q4 guidance does not include the Meredith stations. We're very pleased that combined local and national revenue, or what we call total core revenue, are anticipated to increase 8% to 10% over Q4 2020, demonstrating the continuing improvement sequentially in core revenue and it also makes us optimistic of continuing improvement as we move into 22. As Pat mentioned, auto is still lagging due to well-reported supply chain issues, but I would remind everybody that it's only currently about 18% of our year-to-date total core revenue. In comparison, in speaking to the revenue diversification that Pat mentioned, Our services group, which is a combination of financial, legal, and medical, represents about 28% of total core revenue. In fact, current Q4 pacings for the services group is showing percentage increases in the low teens over 2020, and the dollar volume increase is more than offsetting the weakness in auto. I'd like to recap certain metrics associated with our completed Quincy and pending Merit transactions. At the close of the Merit transaction, I'll remind everybody that we'll be serving 113 television markets with the number one or number two rated station in 101 markets, which is best of breed portfolio quality hands down. The total purchase price for both Quincy and Meredith is approximately $3.5 billion prior to the $450 million of divested stations. Our last eight-quarter average trailing combined historical revenues, so that would be fully pro forma for all transactions and all divestitures, as of 6-30-21 was approximately $3.185 billion. Our LAQ combined historical cash flow at 630.21 was approximately 1.231 billion, and that would include $78 million of synergies between the Quincy and Meredith acquisitions. We currently anticipate our 1231.21 leverage ratio, net of all cash, is defined in our senior credit facility as will approximate 5.4 times with an estimated total outstanding debt at 1231.21 of approximately 6.835 billion, assuming the closing of the Meredith transaction in December. I can switch and make a couple of quick comments on free cash flow. With regards to Q3 and year-to-date Q3 21, Please note we have some unusual one-time only items in the quarter and then also rippling through the nine months. We paid $72 million of taxes on the Quincy divestitures in Q3. That was anticipated, it was planned for, and it was in the calculus we did when we agreed to the purchase price of Quincy. Also, I'll remind everybody that there were no common dividends in 2020 and 2019. So that's another item to take into consideration for comparability to prior periods. If you adjust for the one time only items and the difference in timing of dividends, our Q3 21 free cash would be about 75 million compared to 92 million in 2019. And our year-to-date Q3 free cash would be approximately $202 million compared to $165 million in 2019. Turning ahead and thinking forward on free cash and following up on our comments from our second quarter call, I would remind everybody that our average 19-20 reported free cash flow was $416 million. As I mentioned, after giving effect to both Quincy and Meredith, our combined historical basis, LAQ operating cash flow as of 6-30-21 was $1.231 billion. Post Meredith closing, we would be anticipating pension funding requirements on a two-year blended average basis of about $4 million per year. We would have approximately $300 million of cash interest per year. We are anticipating routine capital expenditures of approximately $125 million per year. And we're currently estimating cash taxes would range somewhere between $125 and $150 million on a blended two-year average basis. And the preferred stock dividend is $52 million per year. This provides a blended two-year average free cash flow estimate of $600 to $625 million, excluding common dividends. And it is approximately 45% to 50% accretive to our historical 1920 $416 million of free cash flow. We are very well positioned going into 2020 with the Meredith transaction expected to close in December. I'll turn the call back to Hilton.

Thank you, Jim. Operator, we'll now open up for any questions.

As a reminder, to ask a question, you will need to press star 1 on your telephone. To answer your question, press the pound key. Please stand by while we compile the Q&A roster. Our first question comes from the line of John James from Wolf Research. Your line is open.

Thanks. Good morning, guys. Good morning, John. Good morning. There are a couple of moving pieces in the fourth quarter guidance, and maybe this is for Jim, but I think there may be some confusion. So can you give us what the same station is? growth is for 4Q21 versus 19. What does that look like? And with the Meredith deal on track, what kind of EBITDA contribution should we be expecting for the quarter?

First, Meredith, we are not guiding for Meredith. And as far as core Q4 pro forma, just bear with me a moment. I'm looking it up for you. I don't have comparisons to 19, but pro forma through Quincy, local would be about even with 20, actually up a little bit over 2020. National also up, I characterize them both being up, local up, low to mid-single digits, and national up high single digits. 21 to 20 on a fully combined historical basis through the Quincy closing. But that does not include Meredith. Okay.

And then, yeah, maybe more broadly then, on the revenue diversification commentary, you guys talked about the gaming category. I know in the past you talked about new-to-TV advertisers. And I'm just thinking in the context of supply chain, I don't know if you get much crypto or e-commerce services spend, but At this point, how much of your ad dollars are coming from what I'd call, say, newer categories or clients?

No question. Look, this is Pat speaking. We have a very, very strong focus on new local direct, but to sit here and tell you exactly what our number is from new, you're talking about in Q3, you're talking about for the year?

I just think maybe in general, maybe a run rate type of number, Pat.

This is Bob Smith. We track new local direct on a monthly basis. In the third quarter, we had over 2,000 local direct accounts in the quarter, and it's grown every month sequentially since January.

Okay. Thanks, Tom. Maybe one last one for Jim quickly. Just given the new political guide, does that have any implications on the free cash flow guidance or everything is all baked in there?

That would be baked in.

Okay. All right. Thanks, guys.

Our next question comes from the line of Dan Kournos from Benchmark Company. Your line is open. Thank you.

Great. Thanks. Good morning. Congratulations, Kevin. I don't get to hound you about the CBS deal anymore. You get some sleep. So congratulations. On the political, we heard some other commentary this morning just around how, especially given what's going on in Virginia and New Jersey, and I don't know that any of us would have thought what happened in Maine would occur around issue spend. So maybe just kind of a two-part question, which is, one, Given your footprint and given what seems to be an increasing amount of local engagement that may not have been present previously and your top rated stations in certain DMAs where local is really important, is that factored in to your guide, number one? And just, I guess, number two, can you remind us, you know, in an off year, how big a component issue is of the total?

I'll take the first part. The issue is usually 5% to 10% of total political. Your question, do we bake in additional engagement? I'd say it this way. Over the last several presidential cycles, presidential has been running around 25%, sometimes a little more, sometimes a little less of the total political. We are looking at 33 governor's races next year instead of seven last year. We are seeing this much earlier spending, the fundraising records, the engagement. All of that kind of factors into why we came up with a guide of about roughly 80% of 2020's revenue would be our guide for next year. Remember, too, last year we had exceptional spending in Georgia. We have a presence in Georgia. Again, that pro forma number includes Atlanta. So we have Atlanta in every single market in this state other than Macon. And our political revenues last year, we had a lot of hot spots by Election Day, and then Georgia was another very significant sum between Election Day and end of the year. So that's not likely to repeat to the same level that we saw last year. We had two Senate races so competitive and then run off in Georgia. So push and take, that's not there, but we have more engagement, more activity, then maybe that roughly equals out. We're cautiously optimistic that we'll be raising the political guide as next year progresses. At this point, we're feeling like it There will be enough additional races and excitement to make up for the loss of the Georgia double runoff. And if we're right, then we'll have to raise a guide. But at this point, we're feeling pretty good that we're going to be able to make up for largely the loss of some of the presidential and all of the double runoff in Georgia.

Got it. That's really helpful. Thanks, Kevin. And then just on – go ahead, Bob, if you have some more. Okay.

It's usually helpful when Bob Smith says I'm right. So I just thought I'd pause for that. All right.

Well, there you go, Kevin. You've got affirmation that you are right. And then just on core, you know, I guess, can you quantify exposure to sports gambling, sports gambling kind of where it sits in your category list? Because we've started to get that metric now. Um, and, and really, you know, I think you guys gave some pretty optimistic commentary around Q4. Can you just be clear if auto is indeed actually worsening, but you're more than, but it's not like you're more than offsetting that with incremental services growth off of some, you know, what's been an incredibly strong category growth all year.

Yeah. I mean, again, fourth quarter, um, as I think Pat said, too. I mean, fourth quarter, everything is showing green but auto, so it's nice to see that. As far as gaming goes, right now I'd say we're probably looking at something on a full-year basis in the zip code of $40 million for the full year, which is obviously up. We said last couple of calls that... gaming in 2020 for us was basically a single-digit number. So it's had fantastic growth so far this year, and as Pat said earlier, we would expect it to continue to grow over the next several years as more states legalize it.

If I could add to that, too, is that we're seeing quite a bit of spending in Arizona and Louisiana because they're recently activated. We also anticipate, while we have a couple small markets in New York, we anticipate New York will come live on December 1, which will contribute to that fourth quarter revenue.

Got it. Appreciate the color, guys. Thanks very much. Thank you.

Our next question comes from the line of Kyle Evans from Stephens. Your line is open.

Hi, thanks. Good morning, everybody. Good morning. Good morning, Hilton. Could you give us any kind of a qualitative or quantitative update on how your partnership with Tegna on Premion is going? And then I've got a follow-up or two for Jim.

Yeah. Hey, Kyle, it's Pat. I would say it's going very well. You know, we've rolled out, we finished our rollout of all of our markets, I think, in early Q2. And we are, I can tell you, we're well ahead of our budget for 2021. And, you know, It's a high-growth area for us.

If I could add also, we're already seeing impact in the Quincy stations already. It was very quickly that was rolled out to those stations in August and September, and we're seeing the results of it now.

Kyle, I'd like to just add to that. I really want to congratulate the management team at Tegna for putting Premium together. We were honored and flattered to be allowed to buy into it. They did an exceptional job. I know there's been a lot of stuff going on within and around Tegna, but if Premion is an example of the kind of talent that they have within that company, they should be proud of what they're doing. We are very proud to have our small interest in Premion, and it's done Gray a great positive service financially.

That's great. Thanks for that additional color. Jim, you gave us a trailing eight-quarter, 630-21 revenue in OCF that looks almost identical to the one that we have for the 19-20 that's been in your DEX, which basically just means that the first half of 19 looks like the first half of 21. Right.

Yeah, basically.

If I'm going to grow the model forward, looking at that kind of 1230 as the OCF floor, what in your mind are the two or three biggest puts and takes going forward? Thanks.

You're saying just a 1231-21, or are you going out into 22, Kyle?

Well, of course I want you to go out.

But the 1231... I'll let you go as far out as you want to go, Jim.

I would think about it this way in a big picture, and I will admit I'm being a little conservative here. But obviously, 20 was a huge political year, as we've all just discussed, and we've said our initial guide is underneath the 20 political by, you know, a a reasonably good-sized number. So as core and net retrans grow in 22, that growth probably offsets the delta that we're expecting in political. And so if you're being conservative, 22 probably looks a lot like 20. and on a total basis, and then, you know, 21 looked a lot like 19, so it puts you back in the same zip code probably. Now, on 1.2 billion, you know, I'm not going to be, you know, $10 million smart. I don't think anybody else would either, but I think it puts you, if you're being conservative, it kind of puts you back in the same zip code, which is actually a good place to be in 22. Because otherwise, you know, I mean, maybe we would get lucky and we backfill more in the political. Time will tell as we move into 22 on that. But I'd start by kind of thinking about it that way. Great. Thank you. And you got the free cash flow number I gave of $600 million plus. And, you know, our financing is done. So you can, I mean, those numbers are pretty reasonably locked in at this point.

Got it. Anything big moving around on the conversion of EBITDA to free cash that we should be thinking about, or does that kind of hold steady as well?

I think it generally holds steady. I mean, I shouted out the bigger components of that. You got the noise in Q3 on that $72 million in taxes. But that, like I said, we baked that into our math when we decided what we were going to pay for Quincy. We've got about another $17 million of cash taxes coming up in Q4 on the Flint divestiture, which is a one-time only thing. But as we move into next year, you know, on a pro-forming combined historical basis, nothing really jumps out at me as going to be being significant. Thank you.

Our next question comes from the line of Jim Goss from Barrington Research. Your line is open.

All right. Thank you. I was curious about the increasing proliferation of secondary, mostly rerun-oriented networks. And I was wondering, and I know you use some of them, and I'm wondering if you have any particular strategy toward using them or increasing usage of them I wonder if you might frame any potential economic impact. I know you have a lot of digital stations you can do with that.

Yeah, Jim, it's Pat. So at virtually all of our stations, we have the primary signal, and then in some markets we have a secondary big four network, and then we have Telemundo's. Beyond that, we have the networks that you're referring to. We actually own an equity interest in Circle. So that's in the vast majority of gray stations. And our strategy really is to have one of those, we'll call them DigiNets, as a sales vehicle. And then we do pass or take cash for the remainders. And again, the way we're situated today, that's roughly one primary signal and five multicast signals. So it's not a huge chunk of revenue, but it's it's a nice chunk of revenue. And I don't think that strategy is going to change much until we get ATSC 3.0 rolled out. And when that happens, that will increase the amount of bandwidth we have to potentially add more. But that's still, you know, it's going to vary by market, but that's still a few years off. And I hope that answers your question.

Yeah, no, that's a good framework. And then my second question would be, for Kevin because he's probably left out because he's accomplished everything going into this call. But I was wondering, in terms of M&A priorities, if anything you might do would be focused on either the modest incremental room you have under the ownership caps or portfolio refinement, or whether you'd be turning more toward ancillary exposures in technologies or elsewhere.

I guess, Jim, that's really a question for everybody at the table. Our priority is to close Meredith, and then the priority is to pay down debt. We obviously don't have a lot of room under FCC cap, but we don't have a lot of bandwidth on the balance sheet either to be doing large TV acquisitions. So I would tell you this year we have looked at literally dozens of investments and acquisitions. On our tracking sheet, we're up to 55 separate NDAs for the year, strategic looks. Obviously, most of those don't go anywhere. Merit is one entry, and buying a couple hundred thousand dollar low-power TV stations is another, and it's kind of everything in between. So we're constantly looking. We're not sort of pivoting into a new area. We're not looking to get out of our a wheelhouse or a skill set, looking at some things that are complementary. Nothing has so far – we've obviously announced a couple of things we've done this year, but we're not looking to change the course of the company. We're not looking to destroy what we have. We know how to run a group of really strong TV stations and do some things around the side that are ancillary, that are helpful, but we're not looking to go – buy a startup media company that's losing money. We'll leave that to the professionals on Wall Street.

Jim, this is Hilton. Let me add just a little bit to what Kevin had to say, all of which I obviously endorse. We look at 2022 as being a year of consolidation. We think the timing of this mirror transaction is sterling because we're going to close on it, and then we're going to roll right into what we think is going to be one of the largest political years that we've seen in this country. And so we're going to try to consolidate all those operations. But I will tell you, we've been running at lightning speed for eight years and have gone from 30 markets eight years ago to 113 when this year closes out in 2021. And our new scale and size will give us lots of opportunities in the future to do really remarkable things. But right now, we're going to be consolidating and bringing in both Quincy, which we've really essentially already done, and then the new narrative stations. And so we're very excited about that.

All right. Well, thank you. I'll leave it go at that.

Our next question comes from the line of Stephen Cahill from Wells Fargo. Your line is open.

Thank you. Maybe, Kevin, so you don't have to restate it as much after the call. Just to be clear, your subscribers were up year on year. And could you give us any color as to what's changed the most over the last year? Has satellite gotten less bad? Has cable gotten better? Has it been virtual, you know, some combo?

A year ago, second quarter 2020, we lost a number of subs. As the recession took hold, people stopped paying their bills. People left big cities, even small cities. And we saw a decent resurgence. You've heard in prior calls, you know, The year-over-the-year trend is pretty much the same as it has been. We've had some declines in the MVPDs that have been offset by really strong growth in the OTTs. So I don't think at a high level there's very much different. I wouldn't put too much into the small gain here. I mean, it was basically flat. When you're talking about the number of subs that we have, it was essentially flat year-over-year. That's a good place to be, given that the trend over time is going to be sub-declines of some amount.

Great. And then, Jim, thanks for those combined historical pro forma numbers. That free cash flow margin looks pretty nice. Is that fully loaded for all the cash interest you'll have for the deal? And, you know, just trying to think about as you deleverage, what kind of free cash flow benefit we could see?

Yeah, the $300 million of estimated cash interest includes the incremental debt on the Meredith acquisition. And as we said earlier, that blended average initial rate on the Meredith debt is 4.15%. So it's relatively cheap. And then, you know, that's day one. Obviously, as we pay down debt, we'll be reducing cash interest as we go along, too. So the $300 million is in the day one cash interest.

Great. And the $1.2 billion includes the cash interest. Is that right?

I don't think I understand the question. The $1.2 billion is our operating cash flow as defined in the senior credit agreement. So that would be... akin to but not exactly what you probably call adjusted EBITDA. Great. Okay.

That's very clear.

The 1.2 would be before deducting interest expense. You can look at the release and see the non-GAAP brackets to how we get to it. We've been calculating it consistently for years.

Great. Thank you. And then Pat, just on the Quincy Station contributions, maybe both for Quincy and Meredith, do you feel like there's an opportunity to bring up ad sales when you sort of put in the way that you've done business historically at Gray? Is there some revenue synergy that we might see over time? Thanks.

Yeah, good question. I think the answer is yes. Can't quantify it, but as Bob mentioned, just the premium part of our approach is already paying dividends on the Quincy acquisition and pretty early in the game. We think there's similar benefits once we close on Meredith. And so the answer is yes. You know, when we do the math, we just kind of report retrains and expense synergies. But the reality is we do believe there'll be some revenue synergies going forward.

If I could add to that, we're already seeing some results with the Quincy Group. We, in our opinion, have the best sales training opportunities team in the business, and so we were very proactive with the Quincy sales staffs and sales management, and a few months ago put them through a very intensive training for a week, and we're seeing the results of that, and our plan moving forward is to do it as well with the Meredith sales organizations as well. Thank you.

Our next question comes from the line of Monica Lu from ONX. Your line is open.

Hey, thank you for taking my question. Appreciate all the great color that you provided on the revenue and top line. Figured I'd just ask a question on the margin. It looks like margin was down quite a bit this quarter, and EBITDA is down about 29% year over year. I understand most of that is related to Politico, which has higher margin bets. Just curious if you can help bridge kind of some of the margin difference because it seems quite large on the year-over-year or even compared to a nonpolitical Q3-19 basis. Thank you.

I think the biggest driver of that would be the increase in net retrans, or I mean reverse retrans that goes back to the networks where you're comparing 21 to 20 or 21 to 19. for the quarter pro forma for all the acquisitions. It was, well, we commented on the release. It was up about year over year. Bear with me. I'm trying to get down to the right report in front of me. It was up $28 million, which is primarily the driver of the operating expense increase year over year. We did have some OTO costs that are highlighted in the release as well, transaction-related costs on the deals, which probably would be impacting what you're seeing as the margin as well. But again, those are just OTO deal costs. So what's really driving it is the year-over-year change in reverse comp. Everything else has been holding relatively steady.

Okay. I think I also looked at your natural returns revenue as a percentage of grocery trends. That actually seems pretty steady year-over-year. from percentage perspective, but I can follow up separately on that just to get more details. One more question for me, in terms of the performance-backed category, I think auto has been well understood as a weak category. Just curious if you are seeing some impact either from the Delta variant or from the supply shortage on some of the auto categories going into Q4. Some of the companies in the space commented on their Q3 call that some of the physical presence categories such as retail, restaurant, entertainment are seeing some impact larger than expected. Just curious if you're seeing the same trend from your end. Thank you.

Pat, the short answer is not really. I'm sure there's isolated incidents market by market, but overall we're really not seeing that right now. Okay, great.

Thank you. Are there any further questions at this time? Oh, sorry.

All right. Thank you so much, Operator, and I want to thank everyone who has joined us this morning. We're very proud of our Q3 results, and we can't wait to close this transaction and talk to you in the new year with Meredith underneath our belt. Thank you, and have a great holiday season. Bye-bye.

That concludes today's conference call. Thank you everyone for participating. You may now disconnect.