Welcome to the Cumulus Media quarterly Earnings Conference Call. I will now turn it over to Collin Jones, Senior Vice President of Corporate Development and Strategy. Sir, you may proceed..

Thank you, operator. Welcome, everyone, to our fourth quarter and full year 2019 earnings conference call. I’m joined today by our President and CEO, Mary Berner and our CFO, John Abbot.

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 are subject to a number of risks and uncertainties. In addition, we'll also use certain non-GAAP financial measures.

We believe the supplementary information is useful to investors although it should not be considered superior to the measures presented in accordance with GAAP. A full description of these risks as well as financial reconciliations to non-GAAP terms are in our press release and 10-K.

Some of this information hasn’t yet be updated on our website as a result of some technical issues, but we hope to get that up soon, so in the meantime you should be able to access the press release and filings via various wire services or searches and also on the SEC’s Edgar website. A recording of today's call will be available for about a month.

And details for how to access that replay can also be found on our website. With that, I’ll now turn it over to our President and CEO, Mary Berner.

Mary?.

Thanks, Collin and good morning everyone. I’m pleased to report that 2019 was another year of strong performance for Cumulus. Here are the headlines. For the second year running, we delivered an increase in revenue on a same station basis driven by industry leading digital growth of nearly 60%.

For the third consecutive year, we grew adjusted EBITDA ex-political. We generated $146.5 million of gross proceeds from a number of significantly accretive transactions which were completed at a more than 13 times multiple. We completed two swaps which created market leading clusters in our Indianapolis and Allentown markets.

We generated strong operating cash flow of $94 million normalizing for M&A related items.

We paid down $220 million of debt reducing net leverage to 4.7 times bringing our total debt pay down since Emergence from Chapter 11 to $275 million which in total translates to approximately $13.75 per share of value, and we executed a full recapitalization of our balance sheet that lowered interest cost and extended maturities to 2026.

It was a busy and thanks to – the efforts of our terrific team, a productive year. Turning to fourth quarter, revenue was down 4.4% on a same station basis, and down 1.7% excluding political, in line with pacing we gave during our last earnings call. Expenses for the quarter came in slightly better than we indicated.

However, those gains did not fully offset the impact of the year-over-year political comp nor the soft start to the quarter.

As we said on our third quarter call, it was a difficult start to the quarter impacted by declines in advertiser demand that we believe reflected the negative, political and economic news cycle that dominated the early weeks of Q4. While demand did pick up as we moved into December, it was not enough to offset the slowdowns we experienced early on.

Nonetheless, despite the fourth quarter dip, we are pleased that the strategies we've been executing against all year have not only allowed us to deliver gross ex-political in 2019, but have also given us the ability to make substantial progress in reducing our leverage toward our goal of four times.

As we are continuing to focus on our three strategic priorities, I'd like to take a minute to recap how each contributed to our 2019 performance. The first of these enhancing operating performance requires a singular focus on executing everything we do in the smartest way possible.

Two key implementations of this strategy are, first, optimizing the yield at our inventory within and between sales channels, and reducing fixed costs in a strategic and thoughtful way across the company.

In Q4 alone, we generated nearly 7 million in incremental high margin revenue from the development of opportunistic vehicles, created to meet demand, resulting in incremental sales from major advertisers and for moving inventory between channels to maximize the utilization of impressions that would formerly have gone unsold.

In total, since we started tracking this benefit in Q2, 2019, the new revenue management capabilities that were fully rolled out this year have produced approximately 17 million that we would not have generated without them, which really illustrates the importance of this initiative.

On the expense side, we are relentless about identifying opportunities to eliminate redundancies, streamline processes, and implement technologies that enhance efficiencies, all with the objective of reducing our cost base without impacting the top line.

We've instituted rigorous review processes to reduce the costs of our contractual relationships, optimize platform wide costs like telecom and utilities, deployed our 24/7 syndicated programming for a ramming product to reduce costs on certain stations, and eliminated some events that had limited our lives.

Additionally, we also consolidated our traffic functions formerly handled in each individual market into three centralized hubs, an opportunity that was substantially enabled by the new traffic and billing system that we also completed this year.

And we eliminated a redundant Network Operations Facility and moved our New York operations from two facilities into one, which will deliver savings mostly in 2020.

To put our cost management into perspective, in total, expenses increased by $12.5 million in 2019, but more than all of that increase can be attributed to variable costs tied to our growing revenue streams, predominately in digital.

Since we will continue to be confronted with contractual increases in real estate leases and other agreements, and will need to fund our high growth areas, our keen focus on expenses will remain an essential component of driving EBITDA going forward.

Our second strategic priorities, the development of our digital businesses as generators of meaningful and importantly profitable revenue growth. In the fourth quarter across our digital businesses, revenue grew 40%, and as I said nearly 60% for the full year.

With that performance, digital now accounts for 8% of the company's revenues, up from 3% when we started these initiatives. C-Suite, our local, digital marketing services platform and streaming together, have maintained their significant growth trajectories, up 32% in the quarter and 42% for the year.

These revenue lines were developed to capitalize on one of our company's core assets. The relationships that we have with over 30,000 local businesses.

By combining and selling these digital office offerings with our legacy radio products, we're able to produce better results for our advertisers and gives them many more tailored options, and potential customers.

Additionally, we are actively managing our C-suite digital product portfolio to make sure that we're always staying ahead of our client’s needs.

For example, adding innovative capabilities like the creative Cumulus creative concierge, an exclusive platform that provides coordinated spot and digital created to local advertisers, and the epic guarantee, which is the industry's first integrated local radio and digital lead guarantee program.

We remain the fastest growing podcast network in the U.S. with approximately 85 million monthly downloads. In 2019, we delivered over $25 million in revenue for the year, more than doubling on a year-over-year basis which exceeded our publicly stated target, and importantly, continue to deliver solid contribution margins.

Given the expected strong 2020 political advertising environment, it's worth noting that our podcast business is particularly well positioned with its stronghold in the news talk vertical.

In addition to Ben Shapiro, who consistently ranks in the top five among all 850,000 podcasts we field a robust roster of politically oriented podcasts including rising star Dan Bongino, a conservative powerhouse and bestselling author whose podcast has doubled its audience in 2019 finishing the year with 5 million monthly downloads.

We've also been increasing our podcasts in the sports genre, including Mouthpiece, the newest sports podcast to join our network featuring NFL defensive lineman Michael Bennett, and his wife Pele, which within two weeks of its January 31st launch ranked number one on Apple Sports podcast tracker.

And we continue to expand on the synergies between our broadcast radio and podcast platforms, most recently with our partnership with Pat McCarthy, pro NFL -- pro a former pro NFL Pro Bowler and social media star, which includes three weekly podcast and a rapidly growing syndicated sports radio show that has now carried on more than 100 affiliates.

Our last major strategic priority is optimizing our asset portfolio. As I mentioned in 2019, we executed several significant transactions most notably, two sale transactions that generated 146.5 million in gross proceeds at a highly accretive multiple.

Station swaps that bolstered our positions in Indianapolis and Allentown, and we announced the sale of WABC (AM) in New York City which we expect to close soon. With regard to non-core assets, we made important progress on the long awaited DC land sale.

John will provide more color in a moment, but since we last spoke, we made it through a key approval hurdle which paved the way to finalize a revised deal in the near term. We are also exploring potential new opportunities to monetize other non-core assets.

Most specifically or significantly, we are considering strategic alternatives regarding our tower portfolio, which consists of over 250 owned tower sites across 32 states, and we are also working on ways to monetize some land that we own in Nashville. More on those opportunities in future quarters.

Of course as we've discussed before, these strategic priorities help us to deliver on our financial goals of maximizing free cash flow, reducing leverage to below four times, and investing in opportunities that can have outsized returns for us.

As I mentioned before, this year we generated approximately $94 million in operating cash flow, normalizing for M&A related items. We use that cash flow and any proceeds to reduce net leverage to 4.7 times at year-end bringing us much closer to our goal four times.

We also opportunistically tap the capital markets to recapitalize our entire exit facility. So to reiterate, we are committed to these financial goals, and of course to the execution of the strategic priorities that allow us to achieve these goals.

We have every confidence that this course will provide the right financial flexibility for the company, while creating value for all our stakeholders in multiple ways over a longer period of time. As we look ahead to Q1, I should first note that we haven't reported our year-end results this early in over a decade.

So we are just halfway through the quarter. At the moment, revenue is pacing down low single digits on a same station basis excluding political, in part because Q1 2019 was a particularly strong quarter for National and network channels, and currently those revenue streams are pacing down.

At this point, this is somewhat offset by growth in our digital businesses. That said, Q1 has a lot of room to run, particularly when you consider that March is generally the biggest month of the quarter.

Additionally, political is about 100 basis points tailwind at this point, and we're optimistic about the prospects for political spending for the rest of the quarter and the year as our footprint matches up fairly well to Super Tuesday primaries. So with that, I will turn the call over to John..

Great. Thank you, Mary. As with prior quarters for the sake of comparability, I'll speak to our financials on a same station basis, adjusting last year's numbers for all of the M&A transactions that we've completed. I would note though that our numbers are not adjusted for the announced sale of WABC to Red Apple -- Red Apple media.

You may remember that last quarter we reviewed our segment reporting and determined that because we're now operating, the company is one unified business. Our results are more appropriately reported on a single segment basis.

To help everybody understand this transition, I'd point you to the last few pages of the press release, which provides a historical quarter-by-quarter breakdown of the new revenue presentation. With that, I'll move on to the quarter and full year results.

Total revenue for the quarter was down $4.8 million or 1.7% from Q4, 2018 including the impact of political. In Q4, 2019 political revenue was $3.1 million as compared to $11.3 million in Q4, 2018 resulting in an $8.2 million difference.

Consistent with the rest of the year, our national channel performed well, up low single digits on a year-over-year basis, while digital which includes our C-Suite streaming and podcasting revenue streams was up more than 40%.

As we noted on our last call, the network ad channel was experiencing some unevenness in the fourth quarter, in part because of some cancellations and shifting of business between quarters. As a result, unlike the strength we saw in the first three quarters of the year. Network revenue in the fourth quarter finished down low single digits.

Local spot revenue continued to be affected by market -- by market driven challenges, and was also down in the quarter. Including the impact of political, total revenue was down $13.1 million or 4.4% from Q4 of 2018. Moving down the P&L, total expenses declined in the quarter by $1.5 million or 0.6%.

As we've discussed in past quarters, the continuing shift in our revenue mix from local spot to digital revenue, which carries a lower margin led to increases in our variable costs.

Those increases combined with a handful of other largely onetime increases such as the increase in amortization of new local commissions, and comparisons against credits and certain expense lines last year were more than offset by proactive expense reductions.

That's generally been the financial picture for the whole year, but because of some of the revenue weakness early in the quarter, EBITDA in the quarter declined on a same station basis, and excluding political by $4.2 million or 8%, without normalizing for political and of course Q4 is the heaviest quarter for political, EBITDA came in at $50.7 million, a decline of $11.6 million or 18.6% year-over-year.

Turning to full year results, total revenue for 2019 increased $14.8 million or 1.4% on an ex-political basis, and increased $1.3 million or 0.1% including political. As Mary mentioned, this is our second straight year of top line growth following four straight years of decline.

For the year, digital again led the way with industry leading growth of nearly 60% year-over-year. National spot and network revenues also grew year-over-year finishing up low double-digits and low single-digits respectively.

Somewhat offsetting those increases were a 5% decline in local spot, which was under pressure throughout the year and a tough political comparison to 2018. And just to do the quick math for you, political was lower by $13.5 million, political revenue lower by $13.5 million in 2019. Expenses for the year as Mary said were up $12.5 million or 1.4%.

We saw the same general financial picture every quarter this year, which was solid revenue growth driven predominantly by digital revenue, but with an underlying shift from a higher margin to lower margin revenues driving a net increase in variable expenses.

For the full year in 2019, the net increase in variable cost associated with changes in revenue accounted for more than 100% of the $12.5 million total expense increase for the year.

What that also means is that we were able to fully offset all other expense increases, whether they were onetime or contractual escalations with active cost reduction efforts.

Putting revenues and expenses together, excluding the impact of political, EBITDA for the year grew by $1 million or 0.5% marking the third year in a row of ex-political EBITBA growth, which is something we're very proud of. Including this cyclical impact of political, EBITBA declined $11.2 million or 5% on the year.

Looking ahead to the first quarter of 2020, Mary mentioned that our pacing ex-political is down low single digits, and political is about 100 basis point tailwind at this stage.

I would also note that as a result of the M&A activity from earlier this year, our as reported Q1, 2019 numbers aren't the right comparison for Q1, 2020 to help with your modeling the Q1, 2019 numbers adjusted for M&A including political, are $255 million for total revenue, $255.1 million for total revenue, and $39.8 million for total EBITDA.

These numbers also exclude WABC on the assumption that we'll close that transaction at some point in this quarter, but obviously we'll have WABC and numbers -- in our numbers for part of the quarter this year and we can help you with those adjustments at the end of this quarter.

As we look ahead to Q1, we also thought it would be helpful for you to know that in Q1 last year, we had about $900,000 of political revenue and to remind you that our network channel had a particularly strong quarter, which creates a tough comp for us this year, that based on current pacing at least is going to be hard to match.

Additionally, some of the onetime expense items that we saw in the fourth quarter such as the amortization of new local direct commissions and credits rolling off related to certain contracts, we're going to produce one time year-over-year expense increases in Q1 of a couple of million dollars.

As we look further into 2020, those particular expense increases are not expected to continue. Now moving off the P&L, we spent $12.1 million on CapEx in Q4, compared with $7.8 million in Q4, 2018. For the full year, we spent $29.5 million in line with the $29.7 million we spent last year.

We continue to believe that on-going maintenance capital required for the business is around $25 million. These past few years, facility moves have driven this number up to $30 million and in the upcoming year, we have some more facility moves that will again take our CapEx up closer to $30 million.

Turning to the balance sheet, we actually had a pretty quiet quarter after the flurry of activity this past spring and summer. We currently have $523.7 million outstanding on our new term loan, slightly reduced from its initial balance of $525 million as a result of our mandatory quarterly amortization payment at the end of the year.

That loan bears interest at a rate of LIBOR plus 375 and has a maturity of March 31, 2026. We have $500 million outstanding on our 6.75% senior secured notes, also due in 2026. As Mary mentioned, net leverage now sits at 4.7 times and debt was reduced by more than $220 million in 2019 and more than $275 million since emergence from bankruptcy.

Said differently, the company has paid down debt in an amount that equates to over $13 per share. Finally as Mary mentioned, we have several non-core asset opportunities to update you on. First, on the DC land sale.

As we've discussed on previous calls, the development plans of our buyer Toll Brothers were met with significant opposition from community organizations that continuously appealed the approvals that Toll received over the course of the project.

On the last call we noted that there were some court – there was some court action in our favor is one of those appeals was dismissed. We're pleased to announce that not only has the court now ruled on the other outstanding appeal in our and Toll's favour, that the appellants have chosen not to file a third appeal.

This is a great outcome for us, as these two approvals were the most significant remaining hurdles to solidifying a deal with Toll. We don't have further details to share on today's call, but we're optimistic that we'll be able to finalize and announce a revised deal in the relatively near future.

Second, Mary mentioned that we have a piece of land in Nashville that is a result of the general appreciation in natural real estate over the past few years, has become a potentially valuable piece of property.

Given that we currently have multiple locations in Nashville, we see an opportunity to possibly consolidate our operations there, freeing up that property for sale which would generate more value for the company than we'd realize from continuing to use it as we do today.

It will take some time for us to flush out the details associated with the opportunity since we're still in the early stages, but we look forward to sharing more with you as time goes on. Lastly, on the asset front, Mary mentioned we're -- we've been exploring options for some or all of our tower portfolio.

We own over 250 broadcast towers and are the last radio broadcast group to own such a large portfolio in the U.S. Given the dynamics in the tower market, where multiples are well in excess of multiples in our industry, we may be able to take advantage of a sale leaseback opportunity that could be beneficial to us.

Here again, we're at a very early stage in our exploration, and we expect to be working through the possibilities over the next couple of quarters. Finally, I'd like to give a quick update on the status of the petition for declaratory ruling that we filed with the FCC.

As you may know, our current equity share structure which consists of Class A and B shares in series 1 and 2 warrants was crafted to comply with the rule that limits foreign ownership to 25%.

However, to simplify this structure, and accelerate conversions of warrants into the class -- in the Class A shares they trade on NASDAQ, we filed a petition for declaratory ruling in July 2016 to allow higher foreign ownership in our stock than permitted under the rule.

Approval of our request involved not only to sign off by the FCC, but also the review of a group of representatives from the executive branch named Team Telecom. The FCC issued a public notice on our petition on May 21st last year and the Team Telecom review started shortly thereafter.

No party other than Team Telecom filed comments with respect to the petition and the period for filing comments has closed. Just yesterday, we received very positive news that Team Telecom had completed their review.

So we've cleared a critical hurdle in the process and now this goes back to the FCC and we believe this last step with the FCC will take a few more months.

We'll continue to keep you apprised of developments on the matter -- on this matter and is as we think its resolution will be an important step forward in enhancing the liquidity of our Class A shares by making it easier to convert the warrants into Class A shares. And that concludes my prepared remarks..

Great. And then before we go into Q&A since, this is John's last call with us. I'd like to just thank him for his many contributions to Cumulus and of course wish him all the best in his next adventure. With that, we'd like to open up the line for Q&A. Operator; we're ready for our first question..

[Operator Instructions] Your first question comes from the line of [Indiscernible] from Wolfe Research..

Mary [ph] indicated that political is coming in strong especially for the first quarter which has historically not been the case.

What have you guys seen in terms of booking so far, and how much is it from Bloomberg? And I know it's a little early, but can you share a political outlook for 2020?.

Yes, I'm happy to do that. We're optimistic about that this will be a robust political year. Yes Bloomberg has we've seen some nice spending from Bloomberg. We've seen some nice spending from Tom Steyer, is probably most relevant is that we have a really good footprint for Super Tuesday.

We have stations in 11 of the 14 states, and we also have a – there’s a primary in Nevada, and next week and South Carolina where we also have a good concentration of stations.

So A, we're well positioned, and B, yes, we're seeing some nice dollars from the big, the big bucks the Bloomberg, and at this point, Steyer Also as I mentioned, you know both podcasting and as I didn't mention our station group lines up nicely with political talk radio. So the actual asset portfolio lends itself well to political advertising.

So we're encouraged. We do a big comps from 2018. That was a particularly robust year, 20 million. So we look at the political year of a political year. But this point, we're encouraged..

Got it. And there seems to be a lot of moving pieces on the expense side, with your cost savings and investments in digital.

As we look out into the rest of 2020, how should we think about expense squirrels [ph]? Is there any way you could quantify it?.

Yes, I think we're going to see that the same trends that you've been seeing, which is as our revenue mix shifts we'll have some increased variable cost coming from that but we will continue to find ways and we – I think we have some really good plans for this year to do this, find ways to identify efficiencies, re-engineer processes, and reduce our expenses in other areas to offset what are natural embedded escalators, across any number of contracts, right or any other numbers of expense areas, right.

Whether that be personnel, or big vendor contracts, or rights fees, or whatever it might be, pretty much all of those have escalators in them, or by their nature or go up year-over-year. Right. Think about it insurance, health care. But we feel good about the initiatives we have underway to offset those increases..

Got it. And that was it. Thanks guys..

Great. Thank you..

[Operator Instructions] The next question comes from the line of Zach Silver from B. Riley FBR. Sir. Your line is open..

Okay great. Thanks for taking the question. Best of luck to you John in your next venture. Just wanted to ask one on network. It's been a lumpy line historically and but it also has been you know a good source of growth for you guys over the past couple of years.

Can you give us a little bit more detail around what's driving the weakness in the first quarter, and what drove the weakness in 4Q? Is it a share shift or is it your sense that the entire network market is weak?.

I'll take that. Thanks for the question Zack. For Q4, I -- you characterize it correctly, is that the network marketplace tends to be pretty lumpy and fourth quarter was no exception. With regard to fourth quarter obviously, I think as we said, we had some quarterly shift.

We had the impact of the e-cigarette cancellations, which of course we've benefited from earlier in the year. And then, there were some late cancellations that the actual network marketplace also was. As far as we could tell, was down in the quarter.

So that, however, there was not nothing that you know and then a first quarter what we -- what we're seeing is as we've mentioned in the prepared remarks a tough comp from a very strong first quarter last year.

But there's nothing fundamentally changing that we see that makes us think we should change our strategy or anything that we're doing in the big….

Okay. That's helpful. And then you know that the tower portfolio. Your monetization is intriguing and I understand that you know it’s still kind of early days, and looking at that, but some of these publicly traded cell tower companies traded pretty rich valuations, and understand that radio is a bit different.

But is there any way that you can potentially frame how to look at that opportunity before you're able to provide more detail on that..

You know it's definitely too early to get into that at this stage. But we are excited about the opportunity, both that and the Nashville land opportunity. And then as you point out the multiples in the tower space are very high. And we believe that we're not getting any credit for the value of these assets inside our company.

So if there's an arbitrage tries to be extracted there, we believe it's a really good opportunity for us. And that that's actually how we feel about the property in Nashville as well. It gives you a sense we have a 3.3 acre block just outside of downtown, and Nashville is a pretty hot market right now.

So again it's early days but we look forward to sharing more but we can't..

Got it. And then one more if I could, just on portfolio optimization initiative. I don't think that you guys touch much on that in their prepared remarks. But, do you see any more opportunities to execute swap transactions in 2020.

And secondarily, can you give us from your vantage point the sense of how healthy you see there Radio M&A market has?.

I mean, I'll – this is John. I'll comment on it a little bit. We've talked about it some in the past, on the swap side it's it is very opportunistic and it's a matter of finding the right counterparty, and the right fit between two markets and if you get into a three way swap, it gets incredibly complicated.

So we remain very interested in open to swaps or other M&A where the opportunity presents itself for us to bolster our position in any of our markets. And so, I would say, it's still an important part of our strategy, but it's also something where you really have to have all the stars aligned for to be able to pull it together..

Got it. Thank you very much..

Great. Thanks Zach..

No further questions at this time. Presenters, please continue for your closing remarks..

Thanks everyone for joining today. And we look forward to speaking with you again soon. In the meantime have a great day..

Thanks, bye..

Thank you again for joining us today. This concludes today's web conference. You may now disconnect..