May 8, 2013
Executives
Perry A. Sook - Founder, Executive Chairman, Chief Executive Officer, President, Chief Executive Officer of Nexstar Broadcasting Inc, President of Nexstar Broadcasting Inc and Director of Nexstar Broadcasting Inc Thomas E.
Carter - Chief Financial Officer, Principal Accounting Officer and Executive Vice President
Analysts
Marci Ryvicker - Wells Fargo Securities, LLC, Research Division Aaron Watts - Deutsche Bank AG, Research Division John Janedis - UBS Investment Bank, Research Division Michael Senno - Crédit Suisse AG, Research Division Barry L. Lucas - Gabelli & Company, Inc.
David Herbert Tracy B. Young - Evercore Partners Inc., Research Division
Operator
Good day, and welcome to the Nexstar Broadcasting Group's 2013 First Quarter Conference Call. Today's call is being recorded.
All statements and comments made by management during this conference, other than statements of historical fact, may be deemed forward-looking statements within the meaning of Section 21 of the Securities Act of 1933 and Section 21A of the Securities and Exchange Act of 1934. The company’s future financial positions and results of operations as well as forward-looking statements are subject to change.
The forward-looking statements and comments made during the 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, regulations -- excuse me, 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 circumstance.
And at this time, I'd like to turn the conference over to your host, Nexstar President and CEO, Perry Sook. Please go ahead, sir.
Perry A. Sook
Thank you, and good morning, everyone. I'd like to thank you, all, for joining us this morning to discuss Nexstar's record first quarter results and our recently completed and recently announced transactions that will drive continued growth in 2013 and beyond.
As always, Tom Carter, our Chief Financial Officer, is here with me on the call this morning. The record first quarter net revenue extends Nexstar's strong operating and financial momentum into 2013 and led to record first quarter broadcast cash flow and EBITDA and record odd year free cash flow.
With most of our peers already reporting, you're probably aware that industry revenue improved in each month during the first quarter. This trend continues for Nexstar as well in the second quarter to date.
As such, we are well positioned to grow all of our nonpolitical revenue sources throughout 2013. And Nexstar will generate record free cash flow this year even without the benefit of record levels of political revenue that we generated in 2012.
For the quarter, net revenue rose 34.2% as the benefit of recently completed accretive acquisitions combined with the ongoing execution of our strategies to leverage our local content and diversify our revenue sources more than offset a total of approximately $4 million of revenue in the year-ago period related to nonrecurring political advertising as well as the final payment under the 4 points management agreement last first quarter. Station revenue, excluding political advertising and management fee revenue from both Q1 '13 and Q1 '12, grew 40%, reflecting the 32.6% increase in core television ad revenue, 64.2% increase in retransmission consent revenues and a 57.3% growth of e-Media revenue.
Combined first quarter retransmission fee and e-Media revenue rose 62.7% to $30.3 million, and these higher-margin revenue streams accounted for 27% of our 2013 first quarter net revenue. That's the highest-ever contribution to our quarterly revenue mix.
First quarter 2013 broadcast cash flow and adjusted EBITDA grew 16.9% and 15.5%, respectively, inclusive of onetime expenses of $1.3 million related to our recent capital markets and station group acquisition activities. First quarter 2013 free cash flow grew 180% over the first quarter of 2011, the previous nonpolitical period.
Throughout 2012 and into 2013, Nexstar actively and opportunistically identified station acquisitions that adhere to our criteria for accretion as well as creating strong new local platforms. Since mid-2012, Nexstar has completed the acquisition of 18 television stations in accretive transactions, and last month, we entered into a definitive agreement to acquire the stock of CCA and White Knight Broadcasting, the owners of 19 additional television stations and 7 associated additional digital sub-channels in 10 markets for $270 million in a transaction that is also expected to be immediately accretive upon closing.
When completed later this year, these stations will add 7 more duopolies to our operating base, and overall, the transaction will expand our geographic diversity and scale to 91 stations in 48 markets, 33 of those will be duopoly markets to us. The long-term value being created from our platform building, our revenue diversification and our capital structure strategies is highlighted in the economics of the recently announced CCA transaction, which we expect to generate $100 million in net revenue and over $50 million in annual incremental broadcast cash flow beginning in 2014.
Most significant to us on a pro forma basis, the CCA transaction will also lead to nearly $1 per share in additional free cash flow accretion. This free cash flow accretion is, as I say, on top of the significant free cash flow accretion related to our other recent acquisitions.
So layering on the CCA transaction, we see pro forma broadcast cash flow -- I'm sorry, pro forma cash flow, rising to over $300 million in the 2014 and 2015 cycle. Considering our reduced share base of 29.1 million shares outstanding, that average pro forma free cash flow share could approximate $5 per share in the 2014-2015 period.
While our primary focus is on extending our long-term record of free cash flow growth, our expanded scale and the very significant free cash flow being generated from our existing platform enables us to complete transactions like CCA without materially altering our leverage profile. Today's release notes that we ended the first quarter with net leverage of 4.24x or about in line with the December 31, 2012, levels, which reflected the completion and financing of 10 of the 18 announced station acquisitions at that time.
The remaining 8 stations closed in the first quarter and were funded with cash on hand and a $70 million worth of debt funded under our revolving credit facility. Reflecting the accretive structure of the recently completed and announced transactions and lower blended cost of capital, pro forma for the completion of the remaining station transactions that are announced, our net leverage is expected to rise only slightly to the mid-3x range by the end of 2014.
Tom will review our capital structure shortly, but our strength and balance sheet provides us with a lower cost of capital and additional flexibility, allowing us to continue to acquire other stations and accretive acquisitions to continue to delever, to fund our recent share repurchase as well as for dividends. And by the way, our second $0.12 quarterly dividend was announced and will be paid later this month.
For Nexstar, free cash flow is our primary performance metric, and we believe our very visible prospects to generate significant free cash flow per share over the next and current 2-year cycles will be a principal point of interest to the capital markets. With that, Tom will now provide further details on our financials, and after back -- after which I'll come back for some closing remarks, and then we'll go to your Q&A.
Tom?
Thomas E. Carter
Thanks, Perry, and good morning, everyone. I'll start with a review of Nexstar's Q1 income statement and balance sheet data, after which I'll provide an update on our capital structure and the recently announced transactions.
For Q1 2013, net revenue was $112.2 million, which represented a 34.2% increase over the same period in 2012. Core revenue was $83.3 million, up 32.6% over the $62.8 million for Q1 2012.
Local revenue was up 31% to $59.9 million; national, up 34.3% to $23.4 million; and political, as is typical in an odd year, was only $800,000 compared to $2.8 million the previous year. Retransmission fee revenues were $23.8 million, up almost 64% over the same quarter in 2012, which was largely driven, as were a lot of these numbers, by the acquisition of the Newport stations and the additional 8 stations in Q1 of 2013.
e-Media revenues were up to $6.5 million, which represented broadcast cash flow of $39.8 million, up 17% over 2012 levels, and adjusted EBITDA of 31 -- I'm sorry, $33.1 million, with free cash flow standing at $10.2 million, which was a record for us in a first quarter odd year nonpolitical. Nexstar's first quarter corporate expenses were $6.7 million compared with $5.4 million a year ago.
About $1 million of the increase is onetime in nature relating to recent capital markets and station group acquisition activity with legal accounting, professional services and associated costs making up the $1 million amount. The remaining $300,000 reflected onetime station operating expenses related to our recent acquisitions, most notably in Little Rock.
We see our corporate overhead remaining above normalized levels for the next 3 quarters as we continue to incur transaction-related expenses relating to the CCA acquisition and our most recent capital markets activities with regard to the ABRY secondary offering. As a result, we expect our normalized quarterly corporate expense run rate of roughly $5.5 million to increase by approximately $500,000 to $1 million per quarter for the balance of 2013.
Assuming the completion of the CCA station acquisition and as disclosed during the CCA conference call, beginning in Q4 of 2013, we expect corporate expenses to increase by an additional $375,000 per quarter as staffing and infrastructure is added to manage and operate the 19 additional stations. Station direct operating expenses consisting primarily of news, engineering and programming and selling and general administrative expenses, which are net of trade expense, were $61.4 million for the 3 months ending 03/31/13 compared to $42.3 million for the same period in '12.
Of the $19.1 million increase, about $300,000, as we mentioned before, was attributable to the station group acquisition activity during the quarter. The remainder largely reflects expenses for the 18 stations added in Q4 '12 and Q1 '13 and higher variable costs related to significant rise in core revenues.
On a same-station basis, fixed expenses were up less than 2%. Turning to the balance sheet, I will review a few of the key items as of March 31, 2013.
Net leverage at 3/31/13 was 4.24x versus the permitted leverage covenant of 7.25x. First lien leverage was 1.57x versus the 3.5x covenant.
The only change to the capital structure during Q1 were the borrowings under the credit facility to complete the remaining station acquisitions that were announced in 2012, that Perry alluded to earlier. Specifically, we borrowed $10 million under our revolver and $60 million on the first lien term loan, as Mission funded the remaining amount due for its 2 stations in Little Rock from Newport.
Also during the quarter, we did fund the acquisitions of the Newport California stations as well as the Burlington stations from Smith and the Granite acquisition in Fresno. I'll remind you that our first lien term loan was reloaded under the new $450 million senior credit facilities, which are comprised of the $350 million Term Loan B and $100 million revolving credit facility, both of those closed concurrent with the 10-station acquisition in December of 2012.
With respect to the financing of the CCA acquisition, the pro forma financial projections we've shared assumes new first lien debt of approximately $270 million at current market rates. Given this expectation, pro forma for the transaction and expected new financing, we expect to see Nexstar's weighted average cost of borrowings decline to approximately 6.1% from the current levels of approximately 6.6%.
Nexstar's outstanding debt at 3/31/13 consisted of first lien debt of $348.3 million on the term loan and $10 million on the -- outstanding under revolver, the second lien bonds at $319.7 million and the other debt, largely the senior unsecured bonds, at $250 million. Total interest expense for the first quarter of 2013 was $16.5 million compared to $12.9 million for the same period in '12.
Cash interest expense for the fourth quarter was $15.7 million -- I'm sorry, for the first quarter was $15.7 million compared to $12.1 million for the same period in 2012, as average debt levels throughout the quarter reflected the borrowings noted earlier on the credit facility for recent acquisition. Nexstar's Q1 CapEx is $6.8 million compared to the same period in 2012 of about $4 million, and the increase reflects the construction and equipment costs for our new broadcasting and news facility in Memphis where we now operate a duopoly and our initiatives to accelerate local HD originations.
Our CapEx in 2013 will be approximately $18 million, $20 million, which is consistent with what we said on the previous earnings call. So you can see that we front-end loaded some of the full year budget to affect the changes in Memphis, primarily.
We believe our results again demonstrate we are successfully managing the top line, fixed and variable costs and the balance sheet for cash, and we remain focused on further acquisitions that can enhance value. In this regard, given our positive outlook for free cash flow, we believe it was prudent and opportunistic to participate in ABRY's final share divestiture and repurchase approximately 365,000 shares of Nexstar's stock for approximately $8.4 million.
Looking forward, given the CCA announcement, we expect to keep our cash on hand for the transaction and/or redeploy free cash flow to -- for debt reduction in advance of that acquisition. The integration and realizations of synergies of the 18 acquired stations we've closed on is on track now and the second quarter of 2013, so we remain highly confident in our expectations for record 2013 results.
That concludes the financial review for the call. I'll now turn it back over to Perry for some closing remarks before Q&A.
Perry A. Sook
Thanks, Tom. Nexstar was founded in the second quarter of 1996 and has been built through acquisitions over the last 17 years, with a 91-station group that we will own following the completion of the CCA transaction.
Our free cash flow growth over this period has been in lockstep with our platform expansion, and our ability to integrate and operate new stations and extract the expected synergies is the primary factor in our exceptional long-term growth record. The completed and announced transactions will bring further diversification and scale to our operations and bring visible and quantifiable financial benefits towards the creation of further value for shareholders without a material near-term impact to our leverage.
The Nexstar organization is energized by the planned addition of the 19 CCA and White Knight Broadcasting stations and the opportunities that presents. We have successfully integrated the first 18 stations acquired in Q4 of '12 and Q1 of '13 into our existing operating base, and we're generating the expected financial returns now while extending our local market reputation for delivering leading newscast and other community-focused content and programming and initiatives for advertisers.
Our activities on this front include appointing leading industry personnel in management, news and sales, upgrading the equipment and facilities to provide the most compelling local programming in each of the markets we serve. For example, as Tom mentioned, last week, we announced that after months of planning and construction, we will open a state-of-the-art facility in Memphis, Tennessee in June to support the operations of our 3 stations serving the Memphis and Jackson, Tennessee markets.
The facility features entirely new and expanded news production facilities, advanced broadcasting technology for HD origination and production and the airing of all programming and commercials. And this is yet another example of Nexstar's organization-wide commitment to broadcasting excellence for local viewers and unparalleled marketing results for our advertising partners.
We are confident that 2013 presents Nexstar with the prospects for further growth from all of our nonpolitical revenue sources, and we remain committed to identifying and acting on new opportunities to create further value for shareholders. The company's extended -- expanded scale, strengthened balance sheet and application of our intellectual capital and operating skills to our significantly expanding operating platform is expected to lead to record financial results yet again for 2013.
And I'd like to say on behalf of Nexstar's team of talented and dedicated employees, we thank you for your continued support, and we look forward to reporting our further progress on the Q2 call later in the summer. With that, let now -- let us now open the call to Q&A to address your specific areas of interest.
Operator?
Operator
[Operator Instructions] Our first question will come from Marci Ryvicker with Wells Fargo.
Marci Ryvicker - Wells Fargo Securities, LLC, Research Division
Can you talk about core revenue or unaffected spot revenue, the trends for Q1 and what you're seeing in the second quarter to date?
Perry A. Sook
Sure, Marci. I think first of all, same-station net revenues, excluding political, were up in the low single digits in the first quarter.
We did see an acceleration in core revenue, January to February to March, and that has continued into April as well, with April being the best month of growth for the company thus far in 2013.
Marci Ryvicker - Wells Fargo Securities, LLC, Research Division
And then, Tom, you mentioned about same-station fixed expenses being up less than 2%. Does that include reverse comp?
Thomas E. Carter
No.
Marci Ryvicker - Wells Fargo Securities, LLC, Research Division
Okay. And then can you just talk about how much of station OpEx is fixed versus variable at this point?
Thomas E. Carter
Sure. And I guess just to be clear, I kind of think of it in 2 -- in 3 buckets.
There's fixed, there's variable, and then there's the network affiliation costs. Network affiliation costs, obviously, are going up not insubstantially, as we realize for the first time, some of the -- compared to previous years, the full effect of some of our network affiliation agreements.
But fixed expenses are -- if you think about them as 3 buckets, the fixed expenses are probably, I don't know, 70% of expenses, with 30% being variable relative to sales. And so that's probably the biggest attribute.
But if you boil it all down and take out the affiliate expense, our fixed expenses were up in the high -- just below 2%, I guess, is a good way to put it.
Marci Ryvicker - Wells Fargo Securities, LLC, Research Division
Okay. And hence, has the 70% versus 30% changed over time, or has that been pretty much the same historically?
Thomas E. Carter
Well, it's changed over time just because we're -- we kind of have taken affiliate expense out of the fixed and now have that as a separate -- we think of that -- about that as a separate category. And obviously, that's growing at a pretty substantial rate when you compare it to previous years when some of our station portfolio weren't paying any affiliate fees.
I guess the good news now is from that perspective, about 85% of our affiliates are paying reverse compensation or network affiliation fees. So the sticker shock, if you will, of stations going from not paying anything to paying something is well behind us.
Operator
We go next to Aaron Watts with Deutsche Bank.
Aaron Watts - Deutsche Bank AG, Research Division
Could you give us a little color on some of the categories that were stronger for you in the first quarter and maybe those that were a little weaker and any distinguishable kind of differences as you moved into the second quarter in those category of performances?
Perry A. Sook
Sure. On a same-station basis, which we exclude the stations we closed on in the first quarter, automotive was up a single digit, furniture was up a single digit, schools and instruction were up double digits, cable and other media advertising was basically flat as were attorneys, fast food was down a mid-single digit as was paid programming and medical, department stores and retails were down about 10%.
I think that rounds out pretty much the top 10.
Aaron Watts - Deutsche Bank AG, Research Division
Okay. Any kind of differences in themes so far for 2Q, or it feels the same?
Perry A. Sook
Actually, Q2 looks a little more peppy, I think, at this point. We track 15 categories, both nationally and locally.
And on both local and national, of the 15, more are up than down for both local and national. And the percentage increases are stronger in the second quarter on a pacing basis of this is on books as of last Friday than the finish in first quarter.
Thomas E. Carter
We're in much better shape after 4 weeks of the second quarter than we were 4 weeks of the first quarter.
Aaron Watts - Deutsche Bank AG, Research Division
Okay, that's helpful. And then, Perry, maybe just your high-level thoughts.
You've made a couple of acquisitions recently. I know you see most of the books that come through on opportunities that may still be out there.
Can you maybe talk about what's left if there's still attractive assets that would fall into your sweet spot that you're still considering?
Perry A. Sook
Yes, there are attractive assets that would fall into our sweet spot that we're still considering, Aaron. Obviously, we will be very disciplined in the price that we will pay, that it's got to be a deal that is good for our shareholders or we won't transact.
But just in the market now with local TV and Fisher, that's somewhere in the high $2 billion worth of -- I'm sorry, Allbritton and the local TV and FOX Co. assets.
That's almost $3 billion worth of assets in the marketplace. We think there's more to come.
We actually -- we -- the kind of rolling M&A thunder here will probably continue through the balance of this year and 2014, probably at about the same kind of pace as you've seen over the last 18 to 24 months. I think there are folks that are in the queue, and we have calls from people that certain properties are on the market, quietly on the market, being offered selectively to buyers to look at.
It's not a full auction process. And then there's still the principal-to-principal contact that we have with people and nonbroker deals that we've been trying to cultivate for some time.
So there's plenty yet to do, and we will participate as long as we can do it the right way.
Operator
And we'll go next to John Janedis with UBS.
John Janedis - UBS Investment Bank, Research Division
Can you guys talk about the weakness in ratings at the broadcast networks? Are they having any kind of noticeable impact on ad dollars, and how are ratings for local news across your markets?
Perry A. Sook
Well, John, as you know, we don't subscribe to Nielsen, so we're not privy to quote ratings information, what we read and what the networks report to us. Obviously, there's been a decline overall but kind of a share shift where CBS is going to finish #1 in 18-49 for the season.
So given that we have a portfolio and their ratings kind of transfer in primetime and other day parts from not one network to another, we're somewhat insulated from the hits and misses. Local ratings for newscast, from where they were 10 years ago, have obviously declined in general.
I would say, though, that is -- that's generally a more sticky broadcast, viewed live, not subject to DVR time shifting. And so I think that in general, and this is not a statistical opinion but just a general observation, I think local news ratings have probably declined less than entertainment programming over the same period of time.
John Janedis - UBS Investment Bank, Research Division
And then, Tom, I know there are few ins and outs on your comments around corporate, but looking at the '14, is the net result, that corporate run rate, somewhere around $6 million a quarter?
Thomas E. Carter
That would probably a good number, maybe a little bit more depending on some issues. But I would say, it'd probably be between the high 5s to the low 6s.
John Janedis - UBS Investment Bank, Research Division
Okay. All right, great.
And maybe one last question. Perry, there's been talk in the press about the need to raise awareness for Obamacare later this year and the potential to use TV to help that effort?
Is that a possible opportunity for you to offset some of the political comp?
Perry A. Sook
Yes, it's entirely possible, John. We hear from our national rep firm, who's in Washington all the time, dealing with the agencies that place the issue in advocacy advertising, that this is a very distinct possibility.
No one is yet prepared to size it or time it. But suffice it to say, we're having conversations about the impact of healthcare law changes to our operating model and trying to prepare for those now.
And I think, particularly as enrollment period's come up for either state-run exchanges or whatever, you're going to see advertising competing for those dollars, which we hear a lot of time in our state capital markets at the end of -- or at -- beginning of an open enrollment period where the healthcare providers are competing for constituents. But we hear the same thing, and I think it's real.
I just can't quantify it or time it for you that there will be advertising and advocacy around the implementation of healthcare laws beginning 2014.
Operator
We go next to Mike Senno with Crédit Suisse.
Michael Senno - Crédit Suisse AG, Research Division
Just had one question around capital allocation. I know it's a little early, but with the buyback authorization just put in place and, obviously, the stock has run a bit so the yield is down, is there any context you could provide on how you intend to manage the dividend in terms of yield or a free cash flow payout or perhaps the balance between dividends and buybacks looking forward?
Thomas E. Carter
Michael, just one quick correction. The only authorization we had with the buyback shares was from the ABRY offering.
There is no other authorization out there other than to help affect the exercise of options. So the board authorization was a onetime authorization around the ABRY final sale.
Having said that, obviously, we are a couple of weeks away from paying our second dividend. And we're excited about that.
I think the general consensus that we have had and the only discussions we've had around the board is that we'll review the dividend annually, and that won't come until later this year or early next year. But clearly, as we've said before, our thinking in the establishment of the dividend was obviously something that was meaningful but also something that we knew had to be very sacrosanct and also have the ability to grow it over time.
And so I think other than that, there haven't been any specific discussions of percentage increases or percentages of free cash flow or any of those types of things. But I think directionally, clearly, the concept and the point for the initiation was to do it so it could grow over time.
Michael Senno - Crédit Suisse AG, Research Division
And just one quick question in terms of station OpEx. Could you provide some context?
I know that you finished closing some of the acquisitions during the quarter, it takes a little bit of time to integrate and recognize some of the cost synergies. On a run rate basis, would you expect to see some benefit moving forward over the next couple of quarters sequentially from cost synergies that you may recognize late in the quarter or into April?
Perry A. Sook
Yes. This is Perry.
We closed on our Little Rock acquisition basically effective January 1, but the synergies from the consolidation and the reduction in force, weren't realized until the end of February. And then in Fresno, Bakersfield and Burlington, stations we acquired during the quarter, those synergies and reductions in force were basically realized at quarter's end, so and a portion of the cost of severance, as Tom mentioned, was realized as station OpEx expense in the first quarter.
So yes, I think you'll see, on a run rate basis here, continuing improving operating expense profile to the first quarter because with the exception of some operating expense savings yet to come and digital media and in Fresno, particularly as we're building a hub there, those will come later on in the year. But the vast majority of the synergies that we identified and have told people that we would recognize have now been harvested as of the end of first quarter.
Thomas E. Carter
And a lot of that had to do -- if you remember, we got -- we received FCC approval to close Little Rock on December 11. So there was obviously a scramble to get things done just to fund by the beginning of January and then obviously to execute on those cost takeouts.
And the same -- with regard to the Newport acquisitions and the Granite acquisition, we closed just a matter of a couple of business weeks after FCC approval. So there wasn't a lot of time to effectuate the cost takeouts, and that's why it took a little bit longer than we would have liked.
Perry A. Sook
And particularly when it's involving personnel decisions, you want to make sure to be thoughtful and not just mindlessly hued to a model, and so -- but we've done all of that, and as I said, the vast majority of our synergies that we have broadcast in each of these acquisitions have been realized. And basically, the remainder will be realized in second quarter, by the end of second quarter, but the vast majority have already been realized as of the end of first quarter.
Operator
[Operator Instructions] We'll go next to Barry Lucas with Gabelli & Company.
Barry L. Lucas - Gabelli & Company, Inc.
I have a couple this morning. Tom, maybe you could talk a little bit about normalized CapEx.
If this year is a little bit elevated because of the building project in Memphis and you're building a hub facility in Fresno, where should that number be more or less, with or without CCA?
Thomas E. Carter
Sure. Well, I think, Barry, if you look at CCA and there will be some new duopoly creation which will require some CapEx, I think the $18 million to $20 million range for this year is a good number to use.
I also think that, say, $20 million would be a good number for next year to use. After that, I think you can -- absent additional acquisitions, it probably tails off to a mid-teens number on a more normalized basis.
Barry L. Lucas - Gabelli & Company, Inc.
Great. From a higher level, at -- when we think about all the M&A activity that we've seen over the last 20 months and what's in the hopper, what does this industry look like in 2 years when you've chewed through -- when the industry as a whole has chewed through Allbritton and local and some of the mom-and-pops that are out there?
Who's the last man standing?
Perry A. Sook
I don't know. I have envisioned -- this vision of our industry is starting to be realized that basically, the industry is very consolidated.
You have 4 companies that own the studios, the networks, the stations and the most major of markets. And then that ultimately, there would be maybe half a dozen companies that are the local content producers, national distribution partners that are all properly capitalized, billion dollar plus equity market caps, probably reach 20% of the U.S.
or more and are $2 billion, $3 billion, $4 billion enterprises. And I think that would rationalize national content distribution and local content production.
There's obviously industrial logic to the elimination of duplicate corporate overhead and duplicate functions and things like that. So I think it's starting to be realized.
It may take -- I've been saying that this has been the vision for half a dozen years, and it's taken this long to get to this point, and it will probably take another, as you say, 3 or 4 years to get to that point. But I do think you will have a group of half a dozen companies that have substantial revenues and substantial holdings in the broadcast industry.
And then below that, the next tier, I think, will necessarily be smaller. I don't think you'll ever eliminate the local owner that owns 2 TV stations in 2 markets in Oklahoma or has a presence in the Northwest or whatever.
It's been in the family for generations. I don't -- there may be -- those will continue perhaps ad infinitum, but I do think in terms of public companies, obviously, for us, both liquidity and value were important.
And I think a derivative of that is scale on our -- also, making smart acquisitions is the key, I think. And so we will continue to be very disciplined about growing the group.
Having said that, through all of that, over the last 2 years, we've been able to find enough to keep us busy that have continued to be strategic acquisitions. But I envisioned that there will be the 4 national content producers and half a dozen local content producers that are national content distribution partners, and that will be the meaningful portion of the business, and that probably happens over the next 3 to 4 years.
Barry L. Lucas - Gabelli & Company, Inc.
And just a follow-up on that for a sec, Perry, where does Nexstar fit in that pantheon, if you will? What's your end game?
Perry A. Sook
Well, I think we will -- we're obviously now a fully distributed public company, one share, one vote and owned by the public and management. And so -- and management's interest, I would like to say, have always been aligned with the shareholders' because the 2 folks on this call have a meaningful personal investment in the company and a meaningful opportunity to earn through options.
So I think that we will continue to attempt to grow the company if it makes sense and drives value. Obviously, if someone has a number in mind, we could be persuaded to be part of someone else's consolidation strategy.
But it would have to be a meaningful get for our current shareholders. As you know, we put some changes into our bylaws, mainly a staggered board and some other provisions that would require anyone, ultimately, ever wanting to take over the company to have to affect a premium.
And I think that was the right thing to do from a governance perspective and the right thing to do from a long-term perspective for our current and future shareholders. But we will continue to try and be one of those half a dozen companies.
But then again, if someone else is willing to pay a significant premium for our company, that's obviously something that our board and Tom and I would consider because at the end of the day, we're here to do what's in the best interest of our shareholders.
Operator
We'll go next to David Herbert with Wells Fargo Securities.
David Herbert
You guys have been very duopoly-driven in your M&A strategy. I wonder if you could talk about the revenue share in these duopoly markets and the margin differential as opposed to a single station market?
Thomas E. Carter
Sure. Obviously, it differs depending on kind of where you are on the food chain and the combination of the stations in these duopoly markets.
But clearly, we think our market share is typically 50% more or sometimes greater than 50% more in a duopoly market than in a single station market. And typically, our BCF margin's in a duopoly market because you're operating 2 stations off of one fixed cost base.
Typically that BCF margin is about 500 basis points higher in a duopoly market than in a nonduopoly market. That's -- it's not that hard to figure out why we -- why we're so interested in this when you think about those kind of economic conditions.
David Herbert
Okay, great. And then as we talk about households, did -- over-the-air television, I guess, generally speaking, we talk about 10% across the nation.
Does that number differ for you in your markets?
Perry A. Sook
It's slightly higher on average today. It's about 12% of our viewers across the 13.9% of the U.S.
that we reach or will reach with our pending acquisition do not take a pay service on their primary set to consume our signal. Obviously, that number is higher when you consider this set in the bedroom or the set in the den or the set in the kitchen.
But the primary -- and some of our markets just as high as 25 -- it's twice that, 25%. You can imagine some of the rural markets more agriculture-oriented where the cable just doesn't run all the way out to the farm or ranch.
But on aggregate, it's about 12%. And that number has been rocksteady for the legacy Nexstar stations for the last half a dozen years.
There's been no meaningful churn, I mean, there are people that may go from a wireline cable service to a phone company service or satellite service. But there's no meaningful tick-up in that number of those that consume us without the aid of a pay service.
Obviously, in our markets, you can. If you want to do that, you just put an antenna on the roof or rabbit ears on the top of the set, and you're in business.
But we have seen no meaningful increase in the over-the-air households as a percentage of our overall distribution.
David Herbert
Okay, that's good to know. And then another question on M&A.
Most of the transactions we've seen have been $300 million, $400 million in purchase price. Now that we're talking about Allbritton and local and FOX Co., I mean, these are going to be very sizable transactions.
Does this change the game in terms of what sellers is going to be looking for in terms of a multiple?
Perry A. Sook
No, I think -- I've been buying TV stations since 1991, and I have seen multiples as low as 5.5x, when there was no credit available, to as high as 13x, when there was maybe too much credit available, and -- but it's always kind of generally come into that 8x to 10x range. And I think most transactions today, even -- just virtually everything that's been announced with very few exceptions, has been in that kind of sellers multiple of 8x to 9x.
There's been very little done above that and a few done below that. But I think that's just kind of where things tend to come into in more of a steady-state basis.
So we're involved in some of these processes, and we have not seen any kind of multiple creep. I would say, generally, the bigger the transaction, the smaller universe of buyers, unless you can parse it out.
And so that may have the negative effect on multiples because you get less competition for the assets. The Allbritton deal was a stock deal, and you get no step-up in basis, so -- and theoretically, that would trade at a discount to an asset deal.
I'm not trying to negotiate in this call or anything, but -- I think everything is situational, but we have not seen things trade away from us. There are -- we know exactly what our number is in every asset that we look for.
And we're involved in 1-station and 2-station conversations. We're involved in 8-station conversations, and we're involved in whole group discussions.
But we've not seen much of a change in landscape because I do believe that all-in, M&A multiples are driven a lot by the amount of credit that's available in finance them. And I think the -- while the cost of capital has come down, the absolute leverage has remained pretty steady state over the last 2 years.
David Herbert
Okay, that's interesting. And Allbritton, not to be too specific, but they have a D.C.
station, a top 10 market. You don't see these assets come on the market very often.
Have you looked at evaluation of that station, whether it's a cash flow multiple or the significant reach, and is that a market that you're interested in being top 10?
Perry A. Sook
Sure. All right, we -- technically, we're already in that market.
We have an NBC affiliate in Hagerstown and the market is Washington D.C./Hagerstown, Maryland, so we're already in that market. We don't have that full market distribution because we serve a geographic area that is about -- out of 25% of the Washington D.C., DMA, it has spill-out into some other markets into Maryland and even into West Virginia and Pennsylvania there.
But I think -- again, it's a stock deal, so you've got to value Birmingham and Tulsa and D.C., and it's one number. You may internally allocate it differently, but you're not going to be able to do that for your book purposes or tax purposes.
So I think things might be -- there might be more competition for a Washington D.C. as in on a standalone basis.
However, this transaction is not currently structured that way, so -- but I can tell you how we value it. It's got to be in a free cash flow accretive regardless of market size to the shareholders and -- or we would not pay up "for a trophy asset."
That's just not in our DNA.
David Herbert
Right. Okay, that's good to hear.
And then, Tom, on the second lien, so we're going closer to that April 14 call date. Any thoughts about looking to do this sooner rather than later?
Thomas E. Carter
Davis (sic) [David], we think about it all the time. I think, though, clearly the tactic of when that happens is really more driven by the strategy of the company in terms of M&A and any catalysts for that.
But having said that, clearly, we understand the economics of the second liens, where that can be refinanced now, obviously, the cost of that with regard to the premium. And so there are a lot of ingredients to go into baking that cake.
But we do think about it a lot and have a couple of potential outcomes there that once we get a little bit closer to finding out where the plates stop spinning on some of these strategic items, then we'll effect that.
Operator
We'll go next to Tracy Young with Evercore.
Tracy B. Young - Evercore Partners Inc., Research Division
Going back to revenues, could you -- I might have missed this, but did you talk about the telecom category and how that did in first quarter and where that is? Is that more of a top 5 category than it was previously?
And also, on auto, how much is that as a percentage of your core revenue?
Perry A. Sook
Auto in the first quarter, I believe, was in the 25% range. Tom's flipping as I am to get you a final number.
Telcom is, of the top 15 categories that we track, telcom for us is number 14, and it's currently down a very small single digit.
Thomas E. Carter
Q1 '13 was 24.3% for auto, so right on Perry's 25%.
Tracy B. Young - Evercore Partners Inc., Research Division
Great. And what do you think will help continue the growth in the auto category?
Is it going to be the dealerships, or is it going to be new products?
Perry A. Sook
I think both, Tracy. I think the first derivative is new car sales, the SAR, and that seems to be -- other than a slight dip below $15 million on an annualized basis [indiscernible], that seems to be the number that would be up and drive growth.
I know there's new model introductions coming this fall and a higher-than-normalized number of those. Obviously, a lot of our markets are truck markets.
And the trucks are just flying off the shelves, and I think -- so I think it is a combination of things. I think you still have -- it's a market share business.
I think you have some advertisers and nameplates that are more attuned to growing market share, and we see that category continuing to be healthy, again, at 24% plus of our ad-supported revenues, and that's just on air. Online, it's a much lower amount at this point.
But of our television on air, ad-supported revenue it is 24%. We were as high as 27% so that would say we've got 10-plus percent headroom before we start testing any new highs.
And most everyone I talked to in the new car manufacturing business indicates that kind of a steady-state SAR is somewhere between 15.5 million and 16 million vehicles, and we're not there yet. So that would indicate that that's got another room to run.
I think you will continue to see, though, the average age of the car on the road is 10 years, and things are just going to wear out. So I think -- we feel pretty good about automotive over the near term, which, for us, is probably the next 2 to 3 years.
I don't see any disruption in continued growth because we're really kind of just growing back to where we were on both the SAR basis and a percent of ad revenue. And I don't see us testing any new highs until that growth will be completed, and I think that probably we've got another, as I said, 2, 3 years of pretty substantial, sustained, solid fundamental growth in the category.
Operator
And with no additional questions, I'd like to turn the call back to Mr. Sook for any additional or closing comments.
Perry A. Sook
Great. Thank you very much for joining us.
Thank you for your continued interest and support. We look forward to getting with you this summer to discuss our Q2 results and look forward to the back half of the year.
Thanks again.
Operator
And that does conclude today's call. Again, thank you for your participation.
Have a good day.