Collin Jones - SVP, Corporate Development and Strategy Mary Berner - President and CEO John Abbot - CFO.

Marci Ryvicker - Wolfe Research.

Ladies and gentlemen, my name is Shannon and I'll be your operator for today's conference. At this time, I'd like to welcome everyone to the Cumulus Media Quarterly Earnings Conference Call. All lines have been placed on mute to present background noise. After the speaker's there will be a question-and-answer session.

[Operator Instructions] I'll now turn the call over to Collin Jones, Senior Vice President of Corporate Development and Strategy. Sir, you may proceed..

Thank you, operator. Welcome everyone to our third quarter 2018 earnings conference call. I’m joined today by our President and CEO, Mary Berner; and our CFO, John Abbot. We appreciate all of you joining the call today.

Before we start, please note that certain statements in today’s press release and discussed on this call may constitute forward-looking statements under federal securities laws. Actual results may differ materially from the results expressed or implied in forward-looking statements.

These statements are based on management’s current assessments and assumptions, and they’re subject to a number of risks and uncertainties. A full description of these risks as well as financial reconciliations to non-GAAP terms can be found in our SEC filings, including our 10-Q and our third quarter press release.

A recording of today's call will be available for about a month after this call. Details for how to access that replay can be found on our website. With that, Mary, I’ll turn it over to you..

Thanks, Colin. Good afternoon, everyone, and thank you for joining us. This our first full quarter of operations post bankruptcy and as I said on the last call, we're certainly happy to have that behind us and to truly resume business as usual, with our much improved financial posture.

We are now squarely focused on our future, in particular, tackling a tough local market through stronger sales efforts and pricing and inventory strategies, expanding our digital businesses and identifying additional efficiency opportunities to improve the expense profile and effectiveness of the business.

Today both John and I will share insights into the third quarter and provide some color on the fourth quarter outlook. We'll also update you on the progress for making on a number of our key initiatives along with our corporate goal of generating substantial free cash flow to pay down debt.

So, starting with our first quarter results, the headline is that once again our EBITDA in the quarter increased from the same period last year by approximately 50 basis points on a reported basis.

On a same station basis, which is just for exit from WLUP-FM in Chicago and also adjusting for the impact of USTN, EBITDA increased by 3.9% in the quarter. Total revenues declined by 1.7% in the quarter with the station group down 3.2% and Westwood One up 1.7%.

The station group's results reflect the top local spot environment in the markets in which we operate and our exit from WLUP FM, partially offset by strides in digital and national, while Westwood One was negatively affected by the USTN transition.

Despite those impacts, we still gained revenue share companywide for the seventh straight quarter with both Station Group and Westwood One gaining share in total. Adjusting for WLUP and USTN, our revenue decline was 0.5% or half a percentage point in the quarter.

While I am exceedingly proud of our employees who continue to deliver day in and day out, I want to call to your attention, some particularly strong performances in the quarter.

New York, Chicago, Minneapolis, Nashville and Fresno were our top five largest positive contributors to EBITDA in the quarter and Westwood One has maintained it's positive revenue trajectory despite a tough comparison with a strong Q3 last year and delivered its sixth straight quarter of revenue growth.

Normalizing for the USTN issue, Westwood One grew EBITDA this quarter by strong double-digits. Of course given that this is the third quarter of an election year, revenue in the political category was strong, which provide us a lift in the quarter of about $2.4 million.

Other strong categories included homebuilding and home-improvement related advertising and general services, which includes businesses like health clubs, drycleaners, storage facilities. On the flip side, we experienced weakness is retail, largely driven by home furnishings, food and beverage and automotive.

Turning to cash flow in early October, we completed a $50 million prepayment of our term loan, using cash generated from operations, which demonstrate our ability to produce significant free cash flow and our commitment to pay down debt with that cash.

As we said on our last call, we expect to generate as much as $100 million of free cash flow a year for the next few years and paying down debt with that cash flow will continue to be a high priority.

Looking ahead, we're halfway through the fourth quarter and we continue to see financial benefits from our operational initiatives as well as from strong political spending.

This is resulting in current pacing of low to mid-single digits, excluding political and despite continued weakness in the local spot market, the company is still pacing up in the quarter.

Beyond the fourth quarter, as we described in our last call, we believe our operational initiatives provided for the opportunities, many of which are unique to us to offset market challenges and provide avenues of growth for our business.

First among these are digital efforts at the cumulus radio station group, predominantly the monetization of our strings as well as the sales of local digital marketing services under our C-Suite umbrella. Second, is pricing and inventory management within and across business segments. Third, is our podcast network and fourth is expense management.

As you see, we are continuously focused on reducing the cost of how we do business, whether that's through the renegotiation of contracts or through technology-enabled efficiencies.

Starting with digital, our Cumulus Radio Station Group digital platform continues to substantially outpace the industry in growth with our Q3 digital revenue in that segment increasing over 40% year-over-year.

Among other factors, the recent expansion of our streaming distribution through tune in has resulted in increased audience and was 24 million monthly impressions added and we're also seeing organic growth and impressions from smart speakers with over 10% of our streaming listening hours now occurring through these devices.

Critically, through our emphasis on our streaming product and our C-Suite local marketing products and services, we've been successful in migrating our sales force from one that just sells radio to one that effectively taps into our relationships with tens of thousands of local businesses to help them to find more ways to grow just for radio.

We're just a year into our C-Suite initiative and we believe that we can significantly increase our C-Suite initiative and we believe that we can significantly increase our C-Suite account base as all of our sellers become more experienced with digital sales and as we continue to add new products and features that will be valued by our customers.

In fact, noting the impact of a Westwood One ROI guarantee at the national level, we focus on developing a performance commitment for our advertisers at the local level. Today we announced the launch of radio's first ever lead guarantees for local businesses, which we call the Engage Potential Customers or EPC guarantee.

The EPC guarantee is based on a coordinated radio and advertising -- radio advertising and digital marketing program and we believe it gives us a distinct advantage over other local digital marketing services providers and we're looking forward to the impact it will have for our customers and our local operations as we roll it out over the next few months.

Our next initiative, improving our pricing and inventory management is focused on maximizing the value of our perishable advertising inventory at both the station group and at Westwood One.

As discussed on previous calls, we've been working for some time now on replacing the legacy inventory management systems that power both segments while building business intelligence tools and revenue management function, delivers the information our new systems provide.

At this stage, we converted 43 of our 90 markets to our new traffic and billing platform at the station group, which accounts for about three quarters of our station group revenue and we fully rolled out the initial business intelligence tools and we're on track for launch of our new traffic and billing system at Westwood One early next year.

In combination, these new tools and systems are improving our competitiveness and efficiency by enabling us to move inventory dynamically between segments to maximize pricing opportunities by giving us greater visibility into pitching at pricing trends and inventory capacity for planning or bidding purposes and by allowing us to be more effective at determining in any given circumstance whether we should be monetizing the last dollar of unsold inventory or reducing spot lodes to drive ratings.

These efforts are starting to have tangible economic impact on our results. We see these types of opportunities as critical value drivers and essential elements in improving our competitive position in the core radio and network markets.

The third key growth initiative is our podcast network, which is a business we've been incubating within Westwood One. The market opportunity here is significant and given our experience to date and our unique capabilities, we believe we are very well-positioned to be a meaningful player in the podcasting space.

Our massive, multiplatform promotional power allows us to help listeners solve the discovery issue that's a challenge in this podcast space today, while helping our content partners grow their audiences more rapidly.

Our sales relationships with the core set of national advertisers and agencies who are buying podcasting today as well as to those who are starting to consider podcasting, give us a strong immediate monetization capabilities for podcasters who lap those connections themselves.

Our ability to offer high-quality production capabilities within reach of most podcasters is also a valuable feature for content creators and of course supportive of our own content creation.

And importantly, our ability to extend talent and brand from podcast to broadcast and vice versa, expanding audiences and monetization opportunities in the process, has been and continues to be a key differentiator for our business.

For example, in April, we launched a one-hour radio broadcast of the Ben Shapiro Podcast, the country's leading conservative podcast on each station. This show has expanded rapidly since that point, now clearing on over 60 stations and syndications including in eight of the top 10 markets.

It has seen tremendous success in driving ratings growth as well, for instance on WABC-AM, ratings are up 35% since the launch. And given that success, we recently announced that we will be expanding the Ben Shapiro show to include an additional two-hour live broadcast starting in January of 2019.

On the other side of the coin, we've launched podcast on behalf of broadcast native Jim Rome in the sports arena, Elaina Smith co-host of Nash Nights Live in the country space; conservative talker, Michael Savage and Jay from WPLJ-FM's Todd & Jayde show in New York.

We believe that podcast to broadcast and broadcast to podcast content plays can continue to be replicated with other talent and in other genres and represents an expanded monetization model that sets us apart from many others in the podcast space. The revenue growth we are seeing in podcasting today has been significant.

As I said off a base of 100,000 in 2016, we said on our last earnings call that we expected to $10 million in revenue in 2018. At this stage, we're now tracking more than 20% ahead of that estimate and we're excited about our prospects going forward.

For 2019 in particular, we've been encouraged by the initial indications from this year's podcast upfront, which was the first upfront in which we participated.

Importantly, and again perhaps differentiating us from some of the others in the space, we've built scale without sacrificing profitability and while we plan to invest more resources in this business given our success today and the opportunity ahead of us we intend to do so while maintaining profitability as we grow this business over the next several years.

In total, we believe these initiatives to draw our digital platforms at the station group, pricing and inventory management across both segments, podcasting and continued expense management will be important drivers of our future EBITDA and value trajectory.

And importantly, as we continue to pursue these initiatives, we are focused on optimizing our portfolio of radio assets to enhance or create market-leading positions where possible and address situations that may be more challenging for us long-term.

And although our balance sheet is much improved from pre-bankruptcy days, we will continue to prioritize cash flow generation to pay down debt, which would help us generate strong levered equity returns over the next few years.

I'll now it over to John to go through a more fulsome financial update and then we'll open up the line for questions, John?.

Operator:.

Great. Thank you, Mary. And I'd like to echo your opening remarks. It's great to be back to business as usual in our first full quarter post bankruptcy.

We were pleased to again de-lever -- delivery EBITDA growth in the quarter and importantly in October, we took a solid and early first step in our commitment to reduce debt, executing a voluntary debt prepayment at a slight discount, resulting in $50 million of cash paying down $50.2 million of our term loan.

In September, we also made our first mandatory amortization payment of $3.25 million. These payments result in a current term loan balance of $1,246.5 billion and as a reminder, the maturity on the term loan is May 15, 2022.

While we used cash from operations to pay down the term loan, our liquidity remained strong with our $50 million ABL revolving credit facility still fully undrawn.

Before I dive deeper into the results for the quarter, I wanted to remind everyone of the impact that the well-publicized financial troubles of United States Traffic Network or USTN had on our quarter.

Since mid-September, we've been operating under a new agreement with Total Traffic and Weather network, which allowed us to offset some of the USTA impact in Q3. Net out some revenue from this new deal, the revenue impact in Q3 of USTN to Westwood One, which is where we book this revenue was negative $1.8 million.

There was minimal expense associated with that revenue. So $1.8 million is also the net EBITDA impact to Westwood One from USTN in the quarter. With our new deal with Total Traffic and Weather in place, we've largely replaced the revenue lost from USTN going forward.

Now to our third quarter 2018 results; total revenue in the third quarter -- total revenues in the third quarter were $282.3 million, a decline of $5 million or 1.7% from Q3 2017. Excluding the impact of USTN, in last year's revenue from the loop in Chicago, which as you know we no longer operate, revenue declined $1.5 million or 0.5%.

Total expenses declined $5.3 million or 2.4% from Q3 last year. Excluding the expenses at WLUP last year, expenses declined $3.9 million or 1.8%.

As a result, consolidated EBITDA as reported, increased $339,000 or 0.5% from Q3 last year; however, excluding the impact of USTN and the lost EBITDA from the loop, consolidated EBITDA grew by $2.4 million or 3.9%.

Looking at the numbers by business unit and starting with the Cumulus Radio Station Group, we continue to experience a tough spot market environment particularly in local albeit at a somewhat slower pace of decline than we saw in the first half of the year.

This quarter, the Station Group in aggregate, grew revenue share slightly this quarter and according to Miller Kaplan, in the markets where we operate that they measure, total market revenue including digital and NTR was down 2.2% in the quarter and down 2.9% year-to-date. These numbers aren’t normalized for the increased political spin this year.

So excluding political, the year-over-year decline would be steeper.

In addition to the market impact, our year-over-year revenue performance at the Station Group was also affected by the loss of Chicago's WLUP-FM, which we were operating under an LMA last year, but are no longer operating and the rejection of the Sports Rights contract we had with the Chicago White Sox and Chicago Bulls.

While the overall effect of these changes on EBITDA was positive, they did negatively impact revenues by nearly $3 million in the quarter and we'll continue to see the impact of these changes flow through the financials for the rest of year.

As reported, total revenues for the Cumulus Radio Station Group declined 3.2% or $6.5 million to $196.4 million from third quarter last year. Adjusted for the impact of the Loop and White Sox Bulls, the Station Group revenue declined less than 2% in the quarter.

An important aspect to that performance was our ability to offset some of the local radio market weakness with growth in digital and political. As Mary mentioned, digital revenue growth at the Station Group, driven by our C-Suite products continues to outpace the market substantially and political provided a lift of about $2.4 million over last year.

As you're all aware, most of our political revenue in election years hits in late September through Election Day. So you'll hear more about the political impact when we're back here talking about our Q4 earnings.

However, we can say that we're pleased with the amount of political spend that we have on the books so far and we expect our political revenue this year to exceed 26 team levels.

Moving to expenses, Station Group expenses were down approximately $4.1 million or 2.7% in the quarter, primarily driven by continued cost savings we've seen from contracts that were renegotiated or terminated over the last year and lower personnel-related expenses, partially offset by increased cost associated with our higher digital revenue.

The combined impact of the revenue and expense changes, yielded a Station Group adjusted EBITDA decline of $2.4 million or 4.5% in the quarter. Turning to Westwood One, revenue in the quarter grew $1.4 million or 1.7% from third quarter last year, normalized for the USTN impact, revenue grew by approximately $3.2 million or 4% in the quarter.

This increase was driven mostly by growth in podcasting, but also in the core ad health business.

On the expense side, operating expenses increased at Westwood One by about $300,000 with increases in variable sales and content cost from increased -- from the increase revenue, partially offset by the termination or renegotiation of certain content contracts and lower personnel-related expenses.

Combined, the revenue and expense increases produced another EBITDA growth quarter at Westwood One of $1.2 million or 6.5%. Normalizing for USTN adjusted EBITDA was up $2.9 million or over 15% from last year.

Turning to some other financial measures, first on CapEx, year-to-date we've spent just under $22 million of capital expenditures as compared to just over $20 million at this point last year.

As many of you know, we ramped up our CapEx last year and this year to catch up with some of the underinvestment in the facilities, equipment and systems from prior years. We continue to forecast this year's spend to total about $25 million with next year's expenditures expected to decline somewhat from that level.

Since our last call, we've been asked a lot of questions about the implications of the restructuring transaction on our go-forward cash taxes. The transaction was structured as a partial stock, partial asset sale and as a result, we received the benefit of a stepped-up tax basis in certain assets.

Those assets will be depreciated or amortized over the next one to 15 years, but heavily weighted towards 15 years because most of the step-up in basis is attributable to SEC licenses and other long-lived intangibles.

Although much smaller, we'll also get the benefit of an immediate expense in the near term of the tangible assets whose value was stepped up in the transaction and they qualified for that treatment under the new tax rules.

Lastly, the transaction creates a gain from the cancellation of indebtedness, which will use up all of our existing federal NOLs, but that would’ve happened under almost any structure we might have used.

Our future operating results will obviously factor into this equation, but we expect federal cash taxes to be very low for 2018 and approximately, $25 million in aggregate over the course of the next three years, with the least amount of tax exposure in 2019 and then increasing across 2020 and 2021.

We also expect state cash taxes to be low in 2018 with $2 million to $4 million of state cash taxes per year thereafter in 2019, 2020 and 2021. We wanted to provide you some visibility into our cash tax picture, but I would reiterate that the tax consequences of the restructuring remain incredibly complicated and have not been finalized.

So we may update this guidance in the future if those views evolve. Another key item of interest since our last earnings call has been our petition for declaratory ruling with the SEC. This is the filing we made to request a waiver of the foreign ownership rule.

This part of ownership rule was the major driver behind our current equity share structure, which consists of Class A shares, Class B shares, Series 1 warrant and Series 2 warrants. We filed a petition for declaratory ruling on July 19. There are two separate approvals that have to be received in order for the petition to be granted.

One is more normal course through the SEC and another go through an ad hoc committee process and that committee is comprised of various departments and other offices within the executive branch, including the Department of State, the Department of Justice and the Department of Homeland Security.

Unfortunately, the latter process doesn't have a definitive timeline. We understand that similar albeit probably less complicated petitions have been approved in approximately six months from filing. So in our case, that's probably an absolute best case scenario.

It's more likely that we'll be looking at a timeline to take this into Q2 of next year or beyond before we receive a final decision. Finally, I wanted to provide an update on what in prior calls we've referred to as the DC land sale.

On our last call, we indicated that the development project or buyer Toll Brothers, was continuing to face appeals and related delays and that as a result, we were exploring a number of potential options to monetize this property efficiently and for the best value possible.

At this stage, there is no additional update to share, but we continue to negotiate with the buyer regarding potential or pass forward. We still view this property as a valuable asset that can be sold to raise cash and pay down debt and we'll keep you updated on our progress as we have more to share.

With that, we would like to open up the line for Q&A. Operator, can you please remind callers how to enter into the -- enter the question queue and open up the line for our first question..

[Operator Instructions] We have one question from the line of Marci Ryvicker from Wolfe Research. Your line is open..

Hi. Thank you and thank you for taking questions today.

I have a couple, the first one, the USTN $1.8 million I guess right-off is that for the entire year or is that just for Q3 if you have other things coming in for Q1 and Q2?.

Yeah hi, Marci. Thanks for joining and thanks for the question. That was just Q3 and that's been -- that's really just been net impact in Q3.

So we signed up the new deal with Total Traffic and that got underway sort of mid-September and so we had a little bit of an offset to the lost revenue in the quarter from that, but the net impact which is really lost revenue if you will in the quarter was the $1.8 million.

In Q2, we shared some information about the impact in that order and it's off the top of my head. I think it was $4.8 million, $4.1 of that was bad debt write-off from prior periods and then another $700,000 of revenue that we didn't recognize in June..

Okay.

And then the issue with low cost, I know you're outperforming, but another cap suggested this week, do you know what it is? Is it that local advertisers have macro concerns, interest rate risk concerns or are they shifting dollars elsewhere?.

I can answer that. We don't really know. It's a little bit of everything. It's to some extent offset by a stronger national marketplace and we operate in 90 markets. So it's a different answer really depending on the market..

Okay.

And then can you remind us what did in political for 2016?.

Yeah. In political for the full year, we were about $18 million and we expect to outperform that this year..

Okay. Thank you so much..

Thanks Marci. Next question I think Avi [ph]..

Your next question comes from the line of [indiscernible]. Your line is open..

Good afternoon and thanks for taking the questions. Just one clarifier, I missed it. Can you just repeat what pacings was in the fourth quarter and then I've got a couple others? Thank you..

Yeah, the pacing that -- the pacing is mid to single, mid to low single digits as a company, also up ex political..

Okay. Thank you for that. And the leap guarantee EPC that you launched this morning, can you flush it out a little bit more? Is there any cost to that? It doesn’t work that may be too simple a question, but it's just not something I've encountered in the past. Thank you..

It's a little more competition than that. Essentially, the program is a performance assurance based on a coordinated radio and digital buy and so there is no cost to the program other than the media that the local business purchases.

And what you think about it is it's a program that requires the advertiser to buy both radio and digital and we designed it that way because the radio ROI is well-publicized.

Attend to one ROI for radio and what we've seen is that when you add a digital platform, another platform, the average list for that ROI is around 19% and so the program is designed leverages that lift..

So if there is under-delivery, is it just giving them more inventory to make up for that or am I thinking about that incorrectly?.

There isn’t -- that's an excellent question. The program is designed so that the likelihood of under-delivery is less than 2%..

Okay. I appreciate that.

A couple more here, one just on the balance sheet, all secured debt cap stack, any thoughts to maybe more traditional fixed floating secured, unsecured type cap stack going forward?.

Yeah no. Fair question. We are obviously 100% secured bank debt at this point and I would say that we look at that -- look at the capital structure on a regular basis.

It's been a pretty short window since we came out of bankruptcy and been a great opportunity to make a change to that and as you've seen we've also been paying down debt at a pretty good clip and so we're sort of weighing a lot of different factors to as we consider the possibility of something exactly as you described..

Great.

And maybe I can add that on this and it's been a long time since we've talked in a public forum Mary, but now that the company is kind of through and pass the bankruptcy although to the prior point, it's been a short period of time, but maybe Mary what do you see as the best growth opportunities for Cumulus going forward and what are the pitfalls of areas that may concern you a little bit and with that, I'll turn it over, Thank you very much..

Yeah, thanks for the question Avi. I'll start with what concerns me. In general, the things that concern me are things that we can't control, which are the market that as we said this tough spot market. What excites us and what we're focused on is the traction that we've seen in our growth initiatives.

We talked about them in the scripted part of the call. We talked about how the local marketing services and the streaming digital initiatives are now tracking at 40% up year-over-year, but when you put in podcasting companywide, the digital growth is tracking well like 60% up year-over-year.

So we're looking forward, we're excited about the traction in our growth strategies. We're -- I'd say, we're very excited about the progress we made in our IT and infrastructure projects. As we said, we got light at the end of the tunnel and it would be good to turn the page on that.

We see a path to generating significant free cash flow to pay down debt. That's the focus, something that we again are excited about. And that I would be remiss if I didn’t add that we continue to see really high engagement with our employee base, buyer employee base in these initiatives. We did miss a beat during the bankruptcy.

So I think we are well-positioned. It's a tough market. I think we've got a plan. We know we have plan that is designed to offset what we anticipate will be some core market declines. We're on track with that plan with our initiatives. So we're pleased with our progress..

Appreciate the time and the responses. Thank you..

Thank you..

Thank you. [Operator Instructions] There are no more questions at the moment. I'll now turn the call over to the company for any closing remarks..

Okay. Thanks. Thank you all for joining today. We very much look forward to speaking with you in this setting next year and seeing you at a couple of conferences between then and now. So everyone have a great evening and thank you..

That concludes today's conference. Thank you for joining. You may now disconnect..