Audacy, Inc.

David Field - CEO, President, Director and Member of Executive Committee Stephen Fisher - CFO and EVP of Operations

Thank you, operator, and good afternoon everyone and welcome to Entercom Communications fourth quarter earnings conference call. This call is being recorded.

A replay will be available on our Company Website shortly after the conclusion of today’s call and also available by telephone at the replay number noted in our press release from this afternoon. With our notice of today's call, we ask that you submit your questions in advance of this call to the email address questions at entercom.com.

I’d like to note as I always do that I'm always available for any follow-up questions, if you wish to call me directly at (610) 660-5647. Before we begin, let’s note that should the Company make any forward-looking statements, such statements are based on current expectations and involve risks and uncertainties.

The Company's actual results could differ materially from those projected. Additional information concerning factors that could cause actual results to differ is described in the Company's SEC filings on Forms 10-Q, 10-K and 8-K.

The Company assumes no obligation to update any forward-looking statements. During this call, we may also reference certain non-GAAP financial measures.

We refer you to our Website at entercom.com for a reconciliation of such measures and other pro forma financial information. With that, I’d like to introduce David Field, President and Chief Executive Officer.

Thanks, Steve, good afternoon everyone. Thanks for joining today's call.

I'll start with a summary of the quarter's financial highlights, followed by some color on recent developments including our recently announced Lincoln Financial Media acquisition and then update you on current business conditions. Entercom’s fourth quarter revenues were up 2% and station expenses were up 3% resulting in flat station operating income.

Adjusted EBITDA increased 1%, adjusted net income per share was up 3% and free cash flow increased 4% in the quarter. For the full year 2014, Entercom’s revenues were up 1% while expenses increased 3% resulting in a 5% decrease in adjusted EBITDA.

We are digging a bit deeper into the fourth quarter numbers. While our reported revenues were up 2% these results were adversely impacted by the absence of Boston Red Sox Play Off games in 2014.

As you may recall the Red Sox won the World Series in 2013, driving significant post season revenues. So on a pro forma basis excluding the Red Sox, our fourth quarter revenues were up 3.5%.

On the expense side, virtually all of our cost increases for 2014 were related to start up expenses from our new SmartReach Digital division. Excluding SmartReach, our fourth quarter operating expenses were up 1% and our EBITDA was up 5%.

Here are some additional data points for the quarter. National revenues were slightly better than local.

October was the strongest month in the quarter due to political spending up 5% over the prior year while November was flat and December was up 1%. In addition of Political, the strongest performing categories were insurance, financial, lottery and casinos and then [Indiscernible].

And our best performing markets during the quarter were Buffalo, Indianapolis, Kansas City and Sacramento. As we look ahead to the remainder of 2015 in the next couple of years we are pretty excited about our promising opportunities for significant value creating growth.

For Lincoln Financial Media acquisition the launch of our SmartReach Digital division and the opportunity to refinance our very expensive high yield notes later this year, each represents significant future growth catalyst. In addition, we are well positioned for solid performance across our core radio business.

Collectively these emerging opportunities provide us with great potential to achieve meaningful growth in revenues, adjusted net income and free cash flow over the next couple of years. I’ll elaborate a bit on each of these.

We launched our new SmartReach Digital division in 2014 building out a full scale digital agency in Denver and then launching dedicating sales operations in 12 of our markets during the spring and summer months. Revenues are growing significantly in percentage terms, but from a small base in its early stage whilst we do to the long lead times in the business.

We are excited about where this business is going in 2015 and beyond. SmartReach offers a broad line of Digital marketing solutions enabling us to serve this growing market and bolster our ability to meet the advertising and marketing needs of local customers.

It is a wonderful compliment to our core radio business. It is still very early but as we continue to ramp up we expect SmartReach to produce steadily growing revenues in the years ahead.

Another exciting recent development is our agreement to acquire Lincoln Financial Group’s Radio Division for $105 million. Lincoln is a great fit as it enables us to enter three new top 20 markets Miami, Atlanta and San Diego plus Denver where we already operate.

The transaction fulfils our disciplined acquisition criteria as it enhances our competitive position and growth potential and should be accretive to shareholders in its first year of operations while having a minimal impact on leverage. We believe the Lincoln Station Group will benefit from being part of a focused field [ph] play radio company and we will all benefit from the addition of these terrific markets, strong brands and talented individuals to Entercom.

Combined, the Entercom and Lincoln platforms in Denver have six FM stations, so in order to meet FCC Limits on station ownership and bring our combined FM station count down to the permitted number of five; we decided to divest KKFN-FM in all sport station. The deal is also subject to Department of Justice approval.

This week, we were notified with the Department of Justice wants additional time to look into our perspective ownership in Denver and issued what is called a second request for more information. This expands the scope of their review and unfortunately delays the eventual outcome.

It is worth noting that after divesting KKFN to meet FCC ownership limits our pro forma Denver station group would have a revenue share of approximately 32%. By comparison, iHeart which is the largest radio station owner in Denver has a revenue share in excess of 40%.

Virtually the second request means there will be some delay of moving ahead with this transaction. It’s also worth elaborating a bit on a number of positive developments within our core business.

As we have discussed on recent calls, we are relentlessly focused on enhancing our value to listeners and customers and increasing our growth potential for the future and we have been working to enhance the systemic effectiveness of our sales organization in a world where the market is getting higher. I am pleased with the progress in this area and believe we are well positioned to deliver strong relative growth in 2015 and beyond.

It is worth noting that our fourth quarter results compare quite favorably with our peer group. As you recall we reported revenues plus two [ph] and noted that on an apples-to-apples basis ex Red Sox we were up 3.5%.

I am also delighted to report that Boston has accelerated into 2015 and is now delivering strong top line and bottom line growth as well as significant ratings growth at both WEEI and WAAI. And across the rest of the country and our investments in great content have enabled our brands to remain strong and vibrant and to register another quarter of growth in the fall of Nielsen ratings report.

Turning to the current business climate consistent with what you have heard from a number of media companies, first quarter business conditions were mixed and we are currently facing down 1%. Solid growth in retail, financial services, grocery, insurance and TV cable are being offset by a decline in telecom.

But while the ad climate is choppy in this early stage of 2015 we are pretty excited about our opportunities for significant growth looking forward. Between Lincoln, SmartReach the potential re-financing our excellent radio platform and our strong balance sheet, we think we are in great shape and well positioned to reward our shareholders in the quarters ahead.

Finally, as many of you know I generally like to share a brief observation about the fundamental vigor of the radio industry which is show off and under value. It is interesting to observe that in a world in which so many competitive media are suffering from significant fragmentation, declining audiences, DVRs and so forth, radio is the least disrupted of all major forms of advertising.

And it is encouraging when key advertising leaders take notice. So I will close with a quote from Andrew Robertson, the CEO of the Global Ad Agency BBDO who was recently asked about radio advertising and said “There are still huge, huge radio audiences and frankly it is a massively underutilized medium”.

The truth is that with all of the enormous challenges facing other forms of media, radio was the superior choice for any customer looking for enormous reach, local activation and strong engagement at an attractive price. With that, I’ll turn it over to Steve for some additional thoughts before we turn to your questions.

Thanks David. Let me give you – I’m going to go through a little longer today than normal, I’m going to give some color on items for your models.

First look back on 2014 and the impact of political advertising. Throughout the last year we indicated to you that we believe political revenue would be between $6 million and $7 million for 2014 and indeed it came right in the middle of that range.

Political in the fourth quarter was $3.8 million and that was versus $600,000 in the prior year for an incremental pick up of over $3 million in the quarter, but as David noted earlier, offsetting our political gain was the loss of proceeds in Red Sox from the World Series run in the fall of 2013. And now to some of the line items in our earnings release were appropriate, I’ll give you our current thinking on our 2015 business model, -- caution [ph] this forward guidance is based on our current portfolio and does not incorporate expected results from the Lincoln acquisition.

So any guidance will be merely to help you, give you color on our existing portfolio of operations. For Lincoln, the acquisition David mentioned will wait until we are closer to assuming operations on these stations to give you color, proforma expectations and thoughts on the business model and balance sheet outlook as a result of that transaction.

Fourth quarter station operating expenses were up 3% over the prior year which is in line with our guidance to you earlier in the year and on the last call. And as David mentioned almost all of that increase as a result of the incremental spending on the rollout in the quarter of SmartReach digital which launched in the second quarter of last year in 2014.

Excluding the impact of SmartReach investments station expense would have been up by about 1%. Looking forward to the first quarter of 2015, we expect station operating expenses to again be up by about 3% with expenses of core stations up slightly and our digital investments adding another couple of points to expense growth in the first quarter.

For 2015 the full year excluding the impact of any acquisitions we believe station operating expenses should grow between 2% and 3% for the year about half of that growth will be in our radio stations with the additional increase coming from the full year of operations and the growth of SmartReach digital. Our Corporate G&A expense in the fourth quarter was $5.2 million.

For 2015, we believe a run rate for corporate expenses in the $5.2 million to $5.4 million per quarter is a good estimate. In the fourth quarter we had about 1 million of expenses related for announced transaction with Lincoln and you’ll see this on a fourth quarter financials reflected in the separate line item under merger and acquisition expense.

We expect additional Lincoln deal related expense in the first quarter of 2015 I might model a similar number of about 1 million in the first quarter and again this will be reported in the separate line time of M&A expenses. Fourth quarter net interest expense was $9.4 million, this amount includes about 800,000 of amortization of non-cash interest items and that represented a decrease of about 300,000 from prior quarters.

I expect a similar net interest expense of about $9.4 million in the first quarter of 2015 since we are building cash versus paying down debt at this time. Non-cash compensation expense should continue into 2015 at a rate of about $1.3 million to $1.4 million per quarter.

Our book tax provision in the fourth quarter of 2014 was about 43% tax rate. As this in line with our guidance to you earlier of a tax rate in the low to mid 40% range, and that range should also become a good estimate for 2015 subject to quarterly adjustments.

And that’s reminder on that tax expense that you see on our financial statement. It’s a GAAP tax provision.

We do not pay cash taxes. And in fact, we enjoy significant ongoing tax shields from the amortization of intangibles primarily FCC licenses for our tax return calculations.

Plus we also have a significant net operation loss carried forward, a balance of almost $300 million at this point in time to shield future year’s profits. Turning to the balance sheet, through the first portion of last year we paid down about $37.5 million of our term loan B debt facility.

But then starting last fall we began accumulating cash in anticipation of our Lincoln. And then we had about $31 million in cash on our balance sheet at year.

Looking at our net dept, dept net of cash back, cash balance, we’ve reduced our debt to below $450 million, which resulted in yearend leverage of about 4.5 times. This ratio is as define in our credit facility which nets cash against debt.

And that’s ratio was well within our leverage covenants. Our capital expenditures for the quarter was about $1 million bringing the full year of 2014 to $8.4 million.

Looking ahead to 2015, we expect similar CapEx, capital expenditures in the range to $8 million to $9 million as we have several studio and transmitter project time to hit in 2015. On the flip side, we believe there are capital expenditures should drop in 2016, $4 million to $5 million range.

And now a few notes on the Lincoln deal structure. Upon regulatory and FCC approval and at the closing of this $105 million transaction we will pay Lincoln $77.5 million in cash plus issue the Lincoln new perpetually convertible preferred securities of $27.5 million.

The cash portion, we have an undrawn revolver today of $50 million and as of today’s call we have about $36 million in cash, an amount that will continue to growth into the future. The $27.5 million of preferred is to be held only by Lincoln.

It is not transferable. And maybe called and hold or impart by us at any time in the first three years of talk.

We’ll pay a dividend at the rate of 6% annually that will increase in the each first three years if we do not yet redeem this paper. There’s no put option – there’s not put option at the option of the holder.

As David noted earlier we will divest the Denver FM station for either cash or through trader swap to meet FCC ownership caps in this market. We’ll also pay Lincoln for any working capital assumed in the purchase.

So there will be some additional adjustments to the overall consideration. Important for all of you with your modeling, once we get closer to assuming operations, we’ll give you more color on the expected changes in our business model.

But now before go to a questions, a few comments on our financial progress for the recent years and some unique opportunities in the future which is the foundation of why we’re excited about our business model going forward. We’ve reduced net debt by $275 million in the past five years, even while completing two tuck-in acquisitions in the Bay area.

Our leverage is declined to 4.5 times, that’s the lowest in many, many years. We have significant tax shields in the future and NOL balance of $300 million, so we do not expect to be a cash tax payer for many years.

Our trailing free cash flow of almost the $1.50 per share represents an outstanding yield to our shareholders. And we have the opportunity later this year to call our existing 10.5% coupon notes which if done, and depending on refinancing assumptions could alone increase free cash flow per share by another $0.25 to $0.30 per share.

An Entercom stock price was up 16% in 2014 and has increased by 50% since the same date two years ago, all in recognition of the about points. So as we’ve said many it’s a great business model.

So with that let’s go to the questions you’ve submitted in advance. I think David maybe will address first Lincoln and several people asked first and let me answer this for pro forma information to help in their modeling and I think I addressed that in comments that we’re going to wait till we get closer.

But let me give some more color and several people wanted to know for instance Abby Steiner and Jeff Parks that are shareholder in Canada, what made us feel so attractive, and can you help us with what multiple you’ve had?