Alfred Liggins - Chief Executive Officer Linda Vilardo - Chief Administrative Officer Karen Wishart - Incoming Chief Administrative Officer Peter Thompson - Chief Financial Officer.

David Farber - Credit Suisse.

Ladies and gentlemen, thank you for standing by. And welcome to Urban One's Third Quarter Earnings Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will be given at that time.

During this call, Urban One will be sharing with you certain projections or other forward-looking statements regarding future events or its future performance.

Urban One cautions you that certain factors, including risks and uncertainties referred to in the 10-Ks and 10-Qs and other reports it periodically files with the Securities and Exchange Commission could cause the Company's actual results to differ materially from those indicated by its projections or forward-looking statements.

This call will present information as of November 2, 2017. Please note that Urban One disclaims any duty to update any forward-looking statements made in the presentation. In this call, Urban One may also discuss some non-GAAP financial measures in talking about its performance.

These measures will be reconciled to GAAP, either during the course of this call or in the Company's press release, which can be found on its website at www.urban1.com. A replay of the conference will also be available from noon Eastern Time today, November 2, 2017, until midnight November 5, 2017.

Callers may access the replay by calling 1-800-475-6701 and using the access code 430557. For international participants the number is 320-365-3844. Again, those numbers are 1-800-475-6701 and 320-365-3844, with an access code of 430557.

Access to live audio and a replay of the conference call will also be available on Urban One's corporate website, at www.urban1.com. The replay will be made available on the website for seven days after the call. No other recordings or copies of this call are authorized or maybe relied upon. I will now turn the call over to Alfred C.

Liggins, Chief Executive Officer of Urban One, who is joined today by Peter D. Thompson, Chief Financial Officer. Mr.

Liggins?.

Thank you very much, operator, and thank you all for joining our third quarter results conference call. Not only I'm joined by Peter Thompson, the Urban One CFO; we also have Jody Drewer, who is the TV One CFO, as we need to dig into any of the TV One numbers.

And also, we're joined by our Chief Administrative Officer, Linda Vilardo, who is retiring at the end of the year, so this is her last Urban One public conference call. So I wanted to at the top of the call say, thank you for your almost 20 years of service.

And you started out as our outside counsel and it's your better judgment became our General Counsel and I appreciate you taking the chance on, so almost 20 years ago.

And appreciate you helping us grow the company into what it is today, a multimedia company, spanning many different distribution systems and I hope you enjoy your retirement and not having to listen to me call you at odd hours on any given day including the weekend and I appreciate it..

Thank you very much, Alfred. I really appreciate that..

And Linda, we're also joined by Karen Wishart, who is replacing Linda as our Chief Administrative Officer. So welcome, Karen, to your first Urban One conference call. And Karen used to be the General Counsel, Chief Legal officer at TV One, and left for a period of time, and now he's come back in a bigger and broader role.

So we look forward to your contribution to the overall larger enterprise and thank you for rejoining us..

And thank you for having me back..

You saw from the results that radio we feel has stabilized and we're starting to outperform our markets again. We continue to manage our legacy costs, while at the same time investing in growth areas like digital, which we're looking to pay off in 2018. We're also focusing and continuing focus on deleveraging.

We repurchased some bonds in the last quarter, and we're highly aware and focused on a re-fi of those 9.25% unsecured notes in 2018. So that is where the company is putting its energy operating, in delevering, and I'm going to turn it over to Peter and let him get into the detail of the numbers..

Thank you, Alfred. So net revenue was up 1.1% for the quarter ended September 30, 2017 and approximately $112.1 million, and as usual, breakout revenue by source can found on Page 5 of the press release. And a breakout by segment can be found on Page 7. The radio segment net revenue was down 0.7% in the third quarter.

Radio stations outperformed their markets for the quarter by 130 basis points according to Miller Kaplan. Atlanta, Baltimore, Cleveland, Detroit, Indianapolis and Richmond clusters posted net revenue growth for the quarter. Additionally, Charlotte, Columbus, Houston, and St. Louis clusters outperformed their respective markets.

Our Houston cluster was impacted unfavorably by Hurricane Harvey in the quarter with about $700,000 worth of cancelled ads, which was partially offset by some additional ad revenue from the insurance sector of approximately $300,000. So we had a net revenue hit of about $400,000 in Houston.

And I think the good news for us is that three of our big four clusters outperformed their markets including Houston. Advertising sales were up in the retail services and financial sectors, whilst the telecom, government/public food and beverage, entertainment, automotive, financial, healthcare and travel transportation sectors were all down.

Auto is pretty much flat. It's just minus 1.1%, so it wasn't down a lot. According to Miller Kaplan, the total revenue for our markets was down 1.4% compared to 0.1% down for clusters, so hence the 130 basis point outperformance.

For fourth quarter, our radio stations currently pacing up approximately 1%, excluding political and down mid-single-digits including political. Net revenue for Reach Media was down by 13.7% for the third quarter.

Several key accounts have reached from the third quarter of 2016 did not return in the third quarter of 2017, mainly due to the elimination of multi-cultural budgets by some key advertisers or a dollar's exit in network radio.

These factors contributed to weak demand in the network advertising market and some further downward pressure on already lower unit rates. Net revenues for our digital segment increased 26.3% in the third quarter, driven by revenue from the newly acquired Bossip, Hip-Hop Wired and MadameNoire brands.

Excluding this acquisition, digital revenue was down approximately 7% year-over-year. We recognized approximately $48.4 million of revenue from our cable television segment during the quarter, compared to approximately $46.8 million for the same period in 2016, an increase of 3.3%.

Cable TV advertising revenue was down 0.2%, where a shortfall in delivery versus rate card estimates was offset by higher pricing. Cable TV affiliate sales were up 2.9%, driven by contractual rate increases. We also recognized approximately $1 million from international licensing contracts that were not in place in Q3 of last year.

Cable subscribers as mentioned by Nielsen finished third quarter of 2017 at $59.8 million, up from $59.3 million at the end of second quarter. We recorded approximately $1.5 million of cost method income for our investment in the MGM National Harbor casino, equal to 1% of the net gaming revenue reported to the state of Maryland.

Operating expenses excluding depreciation, amortization, impairments and stock-based compensation, increased by 6% to approximately $81.7 million in Q3. Radio operating expenses were up 8.9%.

The increase in the radio programming and technical expenses is mainly due to a favorable true-up of music licensing fee that haven't in the prior period, and also the tower leaseback expenses. The net impact of these was $1.1 million and $0.3 million respectively. Radio SG&A expenses mainly due to higher event cost in the quarter.

Reach expenses were flat overall. Operating expenses in the digital segment were up 24%, expenses from the newly acquired BHM, Bossip, HipHopWired and MadameNoire brands totaled about $1.5 million in third quarter. Excluding this the digital segment expenses were approximately flat overall.

Cable TV expenses were up 1.1% year-over-year, within increasing sales and marketing expenses partially offset by the absence of bonus accrual this year. Corporate SG&A expenses were up due to the non-cash adjustment the value of the CEO's TV One Award, and also an increasing outside legal fees connected with some litigation.

For the third quarter consolidated broadcast and Internet operating income was approximately $40.7 million, down from $43.0 million in 2016. Consolidated adjusted EBITDA was $34.0 million, decreased 2.7% year-to-year.

Interest expense was approximately $19.9 million for the third quarter compared to approximately $20.3 million for the same period in 2016. Company made cash interest payments of approximately $20.2 million in the quarter.

Company repurchased $20 million of our 2020 Notes, the discount resulting in a gain on the retirement of the debt in the amount of $690,000. Net loss was approximately $7.9 million or $0.17 per share compared to a net loss of approximately $423,000 or $0.01 per share for the third quarter of 2016.

The third quarter capital expenditures were approximately $1 million compared to $1.6 million in the third quarter of 2016. Company paid cash taxes of approximately $66,000 in the quarter. Company repurchased 672,366 shares of Class D common stock in the amount of approximately $1.3 million.

And the company also repurchased $35,370 shares of Class D common stock in the amount of $67,000 to satisfy employee tax obligations in connection with 2009 employee stockpile. As of September 30, 2017, Radio One had - Urban One had totaled net debt, net of cash and restricted cash balances and OID of approximately $937.9 million.

And from the bank covenant purposes pro forma LTM Bank EBITDA was approximately $124.1 million, and net debt was approximately $955.6 million with total average ratio of 7.7 times and a net senior leverage ratio of 5.23 times. With that, I'll hand it back to Alfred..

Thank you, sir. Operator, let's go to Q&A..

Thank you. [Operator Instructions] We'll go to line of David Farber with Credit Suisse. Please go ahead..

Good morning, guys.

How are you?.

Good morning. Good.

How are you?.

Good. I wanted to ask first on the MGM side, just given how low it's performed. We get the question a lot on the valuation.

I guess, I'd be curious to hear how you think about that asset of the company, given the news from the news from the MGM side if you still have any potential monetization or how do you think about that in the context of the Urban One portfolio? And then I had a follow-up next..

Well, we try to be sort of - we try not to be emotional about any particular asset that we have, particularly with our - current leverage profile and do what's best to maximize the overall balance sheet and our EBITDA, right? And that also depends on what's growing, what's not growing, where we're winning, where we don't think we can win.

And so, we haven't been afraid to sell assets or swap out of a market that's not growing it into one that is. So to your point, the MGM asset is doing well, right. But it's got restrictions on it. It's not freely tradeable. It's not like we can sell that particular asset to a third party. MGM's blocks and rights on that.

They wanted us to be the partner and if we're not the partner, assume that they would end up just buying it back themselves. The valuation as we said in the past is basically as exit multiple times whatever the EBITDA is at the end of that year. But that exit multiple escalates overtime and really doesn't kick in to the end of year three.

And the exit multiple at the end of year three is 5.5; at the end of year four, it's 6; at the end of year seven - excuse me, at the end of year five, it's 7. And anything other than us exercising those put rights, at those multiples is a negotiation with them. And they have not asked us if we wanted to sell out early.

And then would come the question, is do they want to buy us out at a multiple that would represent something in the future. Pay more for it now, then it will be - then it's worth now, and that might be worth in four more years and do we want to sell out early at a discount. So we haven't really kind of worked through all that.

And we'd be willing to have the conversation. But I think the first conversation we ultimately wanted to have was to make sure that, and this was brought up by a lot of investors, is that our investment was not impacted by the REIT transaction. And we're successfully working through all of that as partners.

And so, we're very confident now that we won't be impacted and we're talking to them about adjusting any sort of definitions to reflect the way that the repayments would be accounted for. So we haven't had any discussions about early exit or anything else like that. But we'd be open to it. It's - I always viewed it as a great diversification play.

And at some point in time, if we wanted to exit it, we can make some real money and pay down some debit.

But I think you covered gaming too, right, David?.

Yes..

So as you probably know, I think when they announced it, their run rate was like 135 to 140 of EBITDA. And I think those guys are confident. I don't know this by talking to them.

They haven't given me any inside information, but based on what - my understanding of what they're planning to do and the trajectory and how they think, that they feel like that EBITDA is going to go higher to the high 100s to maybe 200s, right? So I think there is upside in it. So if we stick around, it's probably going to worth more.

And - but we'd be willing to have a conversation. I don't think we want to sell out at some significant discount today, particularly if we don't need to. But it's certainly - it's certainly been a nice investment..

Yeah, and I think two other things, so the cash flow stream out 1% looks steady at the moment. So we're anticipating around $6 million for this calendar year. Given the changes they made in the mix of slots and bank - table games, we think that there is potential for that to grow.

And we have had about a couple of investors ask us about securitization of that revenue stream, which I guess would be another way to monetize. We had maybe one or two preliminary conversations. We haven't gone far down that track. But, I guess, that's another way potentially to monetize without having to sell back to MGM.

So it's something we might consider an appropriate time..

Okay. That's helpful. I appreciate the thoughts there. I wanted to just touch - switch gears for a minute. I'm curious to hear Alfred or Peter if you have any thoughts. But Entercom had a number of radio swaps that finally made its way into the public. And I was curious if you were active in those discussions, if you had any thoughts.

It just seemed like a large amount of stations. I'm not as familiar with some of them. But I'd be curious to hear if guys thought about that at all, or if that has any implications on your radio side of the house. And that's it for me. Thanks..

Yeah, no, we didn't - we saw the line-up of the markets, we didn't participate. Most of those stations, I think out of that whole group of stations there were only two stations that were Urban focused, and in a number of more markets that weren't in, San Francisco, Boston, yeah, Sacramento.

I think as I've said before, we're looking for transactions that will allow us to delever. So we want them to be delevering and highly accretive in those generally - those parameters generally lend the cells to - these are end-market transactions. So we didn't participate at all.

And other than having a new competitor in Richmond, because they swapped Boston and Seattle with iHeart for Chattanooga and Richmond, so instead of competing against iHeart - and they're our direct competitor in Richmond, now we're competing against the Entercom.

That's really the only sort of difference in the whole Entercom transaction as it relates to our radio group..

Okay. Thanks, guys..

Yeah..

Next, we'll go to the line of [Brian Dennis] [ph] with Cowen. Please go ahead..

Hey, guys. Thanks for taking the questions.

Just a couple, could you expand a bit on the additional expenses associated with the global music rights, what exactly is that?.

That is a new rights collection company that has essentially imposed its own deal upon the marketplace. If you want to play recordings by that artist, then we have to sign up to a deal which is costing us $250,000 per quarter in addition to our ongoing music licensing liabilities in expense..

Great. Thanks. And then just another thing, I know you guys commented that your confident radio will stabilize.

What are you seeing in the marketplace now that, that lead you to believe that?.

We touched on fourth quarter pacing, which ex-political are positive, I mean, only slightly positive, up 1%. But that's the first time in a while that we've been positive. And obviously, our third quarter segment in radio being down to 0.7%. It's significantly better. If you look sequentially, Q2 is better than Q1 or Q3.

So we're seeing sequential improvement and some positivity in the numbers. Obviously, we're going to get hit in fourth quarter, because there is going to be $4 million of political that came in last year that won't recur. Hence, I mentioned, including that we'd be pacing down mid-single-digits.

And we're also outperforming our markets quite handily and in three of our big four markets. I guess, also Miller Kaplan being down 1.4% is not that bad. I think….

Kindly of politically - yeah, non-political….

Yeah, in a non-political year, right, we think that actually the market is holding up pretty well..

Yeah, I've said, I think a number of times on these calls and at some conferences. I mean, if you look at the other traditional media industries, radio has been very resilient and held up quite well. Look, it'd be great if we were a growth industry again. But it's not. It's mature. But it's not an industry that's in freefall.

And it's structured - now, I don't want to use the word unfair - but it's got a lopsided structure now, because you got one player that's so big that controls so much of the inventory, as our rep firm and traffic et cetera that they're able to advantage themselves over small players.

But ultimately, that's something that can structurally be fixed by additional consolidation. Our Entercom and CBS, and then something needs to happen with the rest of the industry. And it doesn't mean necessarily that a company like us needs to sell out. It may mean that, you like the cable industry you end up swapping around assets.

And we get bigger; instead of being in 15 markets; we end up getting bigger in 10 markets, and create more economies of scale. And so, there needs to be some sort of structural fix I think. And if that can happen, not only do you get more operating leverage, so maybe you get some pricing stabilization as well..

Yeah..

Next question..

And at this time, I'm showing no questions in the queue. [Operator Instructions].

Well, if there is no further questions, Peter and I are always available offline for any additional color. We appreciate everyone's support and we'll talk to you next call. Thank you..

Thank you. And ladies and gentlemen, that does conclude your conference for today. Thank you for your participation and for using AT&T Executive Teleconference Service. You may now disconnect..