Entercom Communications Reports Fourth Quarter and Annual Results

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Fourth Quarter Revenues Increased 5% and
Station Operating Income Increased 3%

Bala Cynwyd, PA—Entercom Communications (NYSE:ETM) today reported financial results for the quarter ended December 31, 2016.

Fourth Quarter Highlights

  • Net revenues for the quarter increased 5% to $123.2 million
  • Station expenses increased 6% to $81.1 million
  • Station operating income increased 3% to $42.1 million
  • Adjusted EBITDA was flat at $35.2 million
  • Adjusted net income per share was $0.34, down $0.02

Full Year Highlights

  • Net revenues for the year increased 12% to $460.2 million
  • Station expenses increased 11% to $317.4 million
  • Station operating income increased 14% to $142.9 million
  • Adjusted EBITDA increased 12% to $114.7 million
  • Adjusted net income per share increased 13% to $0.98

David J. Field, President and Chief Executive Officer, stated: “Entercom posted another solid quarter of organic growth, completing an excellent year during which same-station revenues increased 4%, adjusted net income grew 13% and free cash flow improved 16%.   And since the start of Q4, we have acquired a great new cluster of stations in Charlotte and successfully refinanced our credit facility to drive our interest expense down by roughly $10 million annually.  Of course, our biggest news is our recently announced plan to merge with CBS Radio, a transformational event that will create scale-driven opportunities to compete more effectively with other media to accelerate growth.  The combined company will be exceedingly well positioned to serve its listeners, advertisers, communities, shareholders, and employees and we are very excited about the opportunities that lie ahead.”

Additional Information

On February 2, 2017, the Company announced an agreement to combine with CBS Radio in a tax-free, all stock Reverse Morris Trust transaction. The merger will make Entercom a leading local media and entertainment company with a nationwide footprint of stations including positions in all of the top 10 markets and 23 of the top 25 markets. Based on Entercom’s current stock price, the combined company will have a pro forma equity value of approximately $2 billion and the strongest balance sheet of any of the major radio groups. Upon closing of the transaction, the combined company will be led by David J. Field, Entercom’s President and Chief Executive Officer.

On January 6, 2017, the Company completed an acquisition of four stations in Charlotte, NC from Beasley Broadcast Group, Inc. (“Beasley”) for $24 million in cash. The Company commenced operations for three of the stations, The Link (WLNK-FM) and news/talk leader WBT AM/FM, on November 1, 2016 under a time brokerage agreement (“TBA”) and the fourth station, The Fan (WFNZ-AM), upon closing. Operating results for the three stations operated under the TBA from November 1, 2016 through year end were included in the Company’s fourth quarter results as well as a $0.4 million TBA fee that the Company paid to Beasley.

In November, the Company entered into a new $540 million credit facility, including a $60 million revolver and $480 million term loan. The proceeds of the refinancing were used to repay the Company’s prior credit facility and to call its $220 million of outstanding 10.5% Senior Notes. The refinancing will generate approximately $10 million in pro forma annual interest expense savings.

The Company’s interest expense for the quarter was $9.1 million and first quarter 2017 interest expense is expected to be approximately $6 million, reflecting the savings from the new financing.  The interest expense for the fourth quarter included interest on both the Senior Notes and the new term loan for a period of time.

Fourth quarter results include a $10.9 million loss on extinguishment of debt which includes the call premium paid to retire the Senior Notes and the write-off of deferred financing costs.  In addition, the Company incurred $0.6 million in other expenses related to the refinancing.

As of December 31, 2016 the Company had outstanding $480.1 million of senior debt and capital leases and $27.7 million in perpetual cumulative convertible preferred stock. In addition the Company had $46.5 million in cash on hand.

In the fourth quarter, the Company recorded a one-time $4.7 million income tax benefit which lowered income tax expense for the quarter. The Company simplified its corporate organizational structure during the quarter, allowing it to better utilize its existing state net operating loss carry-forwards. As a result, the Company reduced the valuation allowance it had previously established for these state tax assets and this adjustment decreased its income tax expense by $4.7 million.

Earnings Conference Call and Company Information

Entercom will hold a conference call regarding the quarterly earnings release on Wednesday February 22, 2017 at 10:30AM Eastern Time. Investors will have the opportunity to submit questions to the Company regarding the earnings release by emailing their inquiries to questions@entercom.com. Questions should be sent at least 10 minutes prior to the call. The Company will only discuss inquiries made by email prior to the conference call. The public may access the conference call by dialing 888-889-0278 (passcode: Entercom).  A replay of the conference call will be available and can be accessed either by dialing 866-435-1326 or by visiting the Company’s website: www.entercom.com. Additional information and reconciliation of same station results are available on the Company’s website at www.entercom.com.

Certain Definitions

All references to per share data, unless stated otherwise, are presented as per diluted share. All references to shares outstanding, unless stated otherwise, are presented to exclude unvested restricted stock units. All references to net debt are outstanding debt net of cash on hand.

Station expenses consist of station operating expenses excluding non-cash compensation expense.

Corporate expenses consist of corporate general and administrative expenses excluding non-cash compensation expense.

Station Operating Income consists of operating income (loss) before: depreciation and amortization; time brokerage agreement fees (income); corporate general and administrative expenses; non-cash compensation expense (which is otherwise included in station operating expenses); impairment loss; merger and acquisition costs, other expenses related to the refinancing and restructuring charges; and gain or loss on sale or disposition of assets.

 Adjusted EBITDA consists of net income (loss) available to common shareholders, adjusted to exclude: income taxes (benefit); total other expense; depreciation and amortization; time brokerage agreement fees (income); non-cash compensation expense (which is otherwise included in station operating expenses and corporate G&A expenses); impairment loss; merger and acquisition costs, preferred stock dividends and restructuring charges; and gain or loss on sale or disposition of assets.

Free Cash Flow consists of operating income (loss): (i) plus depreciation and amortization, net (gain) loss on sale or disposal of assets; non-cash compensation expense (which is otherwise included in station operating expenses and corporate general and administrative expenses), impairment loss; merger and acquisition costs, other expenses related to the refinancing, loss on extinguishment of debt, other income and restructuring charges; and (ii) less net interest expense (excluding amortization of deferred financing costs), preferred stock dividends, taxes paid and capital expenditures.

Adjusted Net Income (Loss) consists of net income (loss) available to common shareholders adjusted to exclude: (i) income taxes (benefit) as reported; (ii) gain/loss on sale of assets, derivative instruments and investments; (iii) non-cash compensation expense; (iv) other income; (v) impairment loss; (vi) merger and acquisition costs, other expenses related to the refinancing, loss on extinguishment of debt and restructuring charges; and (vii) gain/loss on early extinguishment of debt.  For purposes of comparability, income taxes are reflected at the expected statutory federal and state income tax rate of 40% without discrete items of tax.

Adjusted Net Income Per Share includes any dilutive equivalent shares when not anti-dilutive. Convertible Preferred Stock treated as if never converted for the purposes of Adjusted Net Income Per Share.

Non-GAAP Financial Measures

It is important to note that station operating income, station expense, corporate expense, same station net revenues, same station expenses, same station operating income, Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income Per Share and Free Cash Flow are not measures of performance or liquidity calculated in accordance with generally accepted accounting principles (“GAAP”).  Management believes that these measures are useful as a way to evaluate the Company and the means for management to evaluate our radio stations’ performance and operations.  Management believes that these measures are useful to an investor in evaluating our performance because they are widely used in the broadcast industry as a measure of a radio company’s operating performance.

Certain adjusted non-GAAP financial measures are presented in this release (e.g., Adjusted Net Income and Adjusted Net Income Per Share). The adjustments exclude gain/loss on sale of assets, derivative instruments, and investments; non-cash compensation expense, other income, impairment loss and gain/loss on early extinguishment of debt. Management believes these adjusted non-GAAP measures provide useful information to Management and investors by excluding certain income, expenses and gains and losses that may not be indicative of the Company’s core operating and financial results.  Similarly, Management believes these adjusted measures are a useful performance measure because certain items included in the calculation of net income (loss) may either mask or exaggerate trends in the Company’s ongoing operating performance. Further, the reconciliations corresponding to these adjusted measures, by identifying the individual adjustments, provide a useful mechanism for investors to consider these adjusted measures with some or all of the identified adjustments.

Management uses these non-GAAP financial measures on an ongoing basis to help track and assess the Company’s financial performance. You, however, should not consider non-GAAP measures in isolation or as substitutes for net income (loss), operating income, or any other measure for determining our operating performance that is calculated in accordance with generally accepted accounting principles.  These non-GAAP measures are not necessarily comparable to similarly titled measures employed by other companies.  The accompanying financial tables provide reconciliations to the nearest GAAP measure of all non-GAAP measures provided in this release.

Note Regarding Forward-Looking Statements

The information in this news release is being widely disseminated in accordance with the Securities and Exchange Commission’s Regulation FD.

This news announcement contains certain forward-looking statements that are based upon current expectations and certain unaudited pro forma information that is presented for illustrative purposes only and involves certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Additional information and key risks are described in the Company’s filings on Forms 8-K, 10-Q and 10-K with the Securities and Exchange Commission. Readers should note that these statements might be impacted by several factors including changes in the economic and regulatory climate and the business of radio broadcasting, in general. The unaudited pro forma information and same station operating data reflect adjustments and are presented for comparative purposes only and do not purport to be indicative of what has occurred or indicative of future operating results or financial position.  Accordingly, the Company’s actual performance may differ materially from those stated or implied herein.  The Company assumes no obligation to publicly update or revise any unaudited pro forma or forward-looking statements.

Contact:
Steve Fisher
Executive Vice President and CFO
(610) 660-5647

About Entercom Communications Corp.

Entercom Communications Corp. (NYSE: ETM) is the fourth-largest radio broadcasting company in the U.S., reaching and engaging more than 40 million people a week through its 126 highly rated stations in 28 top markets across the country. Entercom is a purpose-driven company, deeply committed to entertaining and informing its listeners with the best locally curated music, news, sports, and talk content, driven by compelling local personalities.  Entercom delivers superior ROI by connecting its customers and audiences through its leading local brands and unparalleled local marketing solutions, which include over 4,000 events each year, and its SmartReach Digital product suite.  Learn more about Philadelphia-based Entercom at www.Entercom.com, Facebook and Twitter (@Entercom).

Entercom Communications Schedules Fourth Quarter 2016 Earnings Release and Announces Quarterly Dividend

(Bala Cynwyd, PA)— Entercom Communications (NYSE:  ETM) announced today that it will release fourth quarter 2016 financial results before the market opens on Wednesday, February 22, 2017.

Entercom will hold a conference call regarding the quarterly earnings release on Wednesday, February 22nd at 10:30 a.m. Eastern Time. The public may access the conference call by dialing 888-889-0278 (passcode: Entercom).

Investors will have the opportunity to submit questions to the Company regarding the earnings release by emailing their inquiries to questions@Entercom.com. Questions should be sent by 10 minutes prior to the call.

A replay of the conference call will be available for one week by dialing 866-435-1326. A webcast of the conference call will be available beginning six hours after the call on the Company’s website for a period of two weeks.  Entercom Communications’ website is located at www.entercom.com.

In addition, the Company announced today that its Board of Directors has approved a quarterly dividend on the Company’s stock of $0.075 per share. The dividend is payable on March 15, 2017 to shareholders of record as of the close of business on February 28, 2017.

Contact:          Steve Fisher
                        Executive VP and CFO
                        Entercom Communications Corp.
                        610-660-5647 

About Entercom

Entercom Communications Corp. (NYSE: ETM) is the fourth-largest radio broadcasting company in the U.S., reaching and engaging more than 40 million people a week through its 127 highly rated stations in 27 top markets across the country. Entercom is a purpose-driven company, deeply committed to entertaining and informing its listeners with the best locally curated music, news, sports, and talk content, driven by compelling local personalities.  Entercom delivers superior ROI by connecting its customers and audiences through its leading local brands and unparalleled local marketing solutions, which include over 4,000 events each year, and its SmartReach Digital product suite.  Learn more about Philadelphia-based Entercom at www.Entercom.com, Facebook and Twitter (@Entercom).

CBS Corporation and Entercom Announce Merger of CBS Radio with Entercom to Create Preeminent Radio Platform

Deal Creates Scale and Reach Across the U.S., with a Nationwide Footprint of 244 Stations, Including 23 of the Top 25 Markets

New York, NY and Bala Cynwyd, PA—Entercom Communications Corp. (NYSE: ETM) and CBS Corporation (NYSE: CBS.A and CBS) today announced that the companies have entered into an agreement by which Entercom will combine with CBS Radio in a tax-free merger. The transaction will create a preeminent radio platform, with a nationwide footprint of 244 stations, including 23 of the top 25 U.S. markets, as well as robust digital capabilities and a growing events platform.

“This agreement is great for shareholders and achieves our previously stated objectives by separating our radio business in the best possible way,” said Leslie Moonves, Chairman and Chief Executive Officer, CBS Corporation. “Entercom is a superbly run company, and together with CBS Radio’s powerful brands and remarkable people, we are creating an organization that will be even better positioned to succeed in this rapidly evolving media landscape.”

David J. Field, President and CEO of Entercom, who will lead the combined company, said, “These two great companies, with their impressive histories, complementary assets, and premier content and brands, are a perfect strategic and cultural fit, enabling us to deliver local connection on a national scale and drive accelerated growth. We look forward to welcoming our talented new colleagues at CBS Radio, and we have the utmost respect for their significant contributions to the industry.”

Mr. Field continued, “Radio reaches more Americans than any other medium, and offers advertisers outstanding ROI and local activation. This transformational transaction creates scale-driven efficiencies and opportunities to compete more effectively with other media to better serve our listeners and our advertisers. The combination of a compelling strategic fit, an excellent balance sheet, and robust free cash flow generation, position us to create significant shareholder value for our investors.”

Andre Fernandez, who will continue as President and CEO of CBS Radio through the closing of the transaction, said, “I couldn’t be more proud of the CBS Radio team and all of the exciting breaking news, live events, and business initiatives happening every day across the country. Today marks the beginning of a new chapter for us as we join with an organization with an equally deep tradition in radio broadcasting. The opportunities for the new company are enormous – thanks to our combined collection of industry-leading stations and brands.”

The merger will create a leading local media and entertainment company with strong, complementary assets on a national scale, including:

  • A leading sports platform with the rights to broadcast 45 pro sports teams, including the New York Yankees, the Boston Red Sox, the Chicago Cubs, the New England Patriots, the Atlanta Falcons, and the Golden State Warriors, and 100+ popular local sports talk shows, including the most-listened-to sports talk station in the country, as well as the CBS Sports Radio Network, which is made up of 300 affiliated radio stations across the country
  • Leadership in news and news/talk format, with some of the most-listened-to news and talk radio stations nationwide, including 1010 WINS in NY, KNX in LA, and WBBM in Chicago
  • A diverse array of music and entertainment formats with popular personalities who are leading influencers of custom curated music and entertainment experiences that drive music discovery
  • A leading creator of more than 4,500 live original events per year, from music festivals and large shows to intimate performances with big-name artists
  • A growing portfolio of digital content that expands reach and engagement by local on-air talent through original programming and social media
  • The ability to monetize the intellectual property of dozens of major-market radio shows across multiple emerging platforms
  • Legendary local stations with rich heritage and well-known call letters, which will remain after the transaction

Transaction Details

The combined companies’ pro forma revenue on a trailing 12 months basis was approximately $1.7 billion – which would make it the second-largest radio station owner in the U.S. – and adjusted EBITDA was nearly $500 million, including expected transaction synergies. With pro forma leverage of approximately 4.0x net debt/Adjusted EBITDA, the merger will create a well-capitalized company with a market cap of over $2 billion, a strong balance sheet, significant free cash flow generation, and an attractive dividend, positioned to drive shareholder value.

The combination of CBS Corporation’s radio business with Entercom will be effected through a “Reverse Morris Trust” transaction, which is expected to be tax-free to CBS and its shareholders. As part of the transaction, CBS shareholders will have the opportunity to exchange all, some, or none of their CBS shares for CBS Radio shares. Immediately following the completion of this exchange offer, CBS Radio will merge with an Entercom subsidiary, with the new CBS Radio shareholders receiving Entercom shares in exchange for their CBS Radio shares in the transaction. After completion of the merger, CBS Radio shareholders will receive approximately 105 million Entercom shares, or 72% of all outstanding shares of the combined company on a fully diluted basis. Existing Entercom shareholders will own 28% of the combined company on a fully diluted basis.

The transaction is subject to approval by Entercom shareholders. Entercom Chairman Joseph M. Field, a controlling shareholder of Entercom, has agreed to vote in favor of the transaction.

The transaction is expected to close during the second half of 2017, subject to certain regulatory approvals and other customary closing conditions.

Governance & Structure

The combined company will be known as Entercom and will be headquartered in Philadelphia, with a significant ongoing presence in New York. Upon closing, the company’s Board of Directors will consist of nine members: five current Entercom directors, including David Field as Chairman of the Board, and four directors nominated by CBS Radio.

Conference Call

Entercom will host a conference call at 8:30 AM ET today. Following the prepared remarks, the call will include a question-and-answer session with the investment community. Domestic and international participants may access the conference call toll-free by dialing 888-889-0278 and 312-470-7046, respectively, and using the pass code “Entercom.” A replay of the conference call will be available and can be accessed either by dialing 866-451-8996 (domestic) or 203-369-1206 (international) or on Entercom’s website at www.entercom.com under the investor tab.

A copy of the investor presentation will be made available on Entercom’s investor relations page at www.entercom.com.

Advisors

Morgan Stanley & Co. LLC and Centerview Partners are serving as financial advisors, and Latham & Watkins LLP is serving as legal counsel to Entercom. Goldman, Sachs & Co. is serving as financial advisor, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to CBS Corporation.

Forward-Looking Statements

This press release contains certain statements about Entercom Communications (“Entercom”), CBS Corporation (“CBS”) and CBS Radio Inc. (“CBS Radio”) that are “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. These matters involve risks and uncertainties as discussed in Entercom’s and CBS’s respective periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K, filed from time to time with the Securities and Exchange Commission (“SEC”). The forward-looking statements contained in this press release may include statements about the expected effects on Entercom, CBS and CBS Radio of the proposed separation of CBS’s radio business and merger of CBS Radio with an Entercom subsidiary (collectively, the “Transaction”); the anticipated timing and benefits of the Transaction and Entercom’s, CBS’s and CBS Radio’s anticipated financial results; and also include all other statements in this press release that are not historical facts. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “could,” “positioned,” “strategy,” “future,” or words, phrases, or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the current expectations of the management of Entercom, CBS and CBS Radio, (as the case may be) and are subject to uncertainty and to changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include: the satisfaction of the conditions to the Transaction and other risks related to the completion of the Transaction and actions related thereto; Entercom’s and CBS’s ability to complete the Transaction on the anticipated terms and schedule, including the ability to obtain shareholder and regulatory approvals and the anticipated tax treatment of the Transaction and related transactions; the ability to obtain financing or refinancing related to the Transaction upon acceptable terms or at all; risks relating to any unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, and future prospects; business and management strategies and the expansion and growth of Entercom’s operations; volatile price or trading volume of Entercom’s common stock; failure to pay dividends to holders of Entercom’s common stock; impairment charges for FCC licenses and goodwill; Entercom’s ability to integrate CBS’s radio business successfully after the closing of the Transaction and to achieve anticipated synergies; and the risk that disruptions from the Transaction will harm Entercom’s or CBS’s businesses. However, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and neither Entercom nor CBS undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances.

Additional Information and Where to Find It

This press release does not constitute an offer to buy, or solicitation of an offer to sell, any securities of Entercom, CBS or CBS Radio. In connection with the Transaction, Entercom will file with the SEC a registration statement on Form S-4 that will include a proxy statement and prospectus of Entercom relating to the Transaction; CBS will file with the SEC a Schedule TO with respect to the proposed exchange offer; and CBS Radio will file with the SEC a registration statement on Form S-1, Form S-4 and/or Form 10 that will include a prospectus of CBS Radio relating to the proposed exchange offer.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS, AND ANY OTHER RELEVANT DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ENTERCOM, CBS, CBS RADIO, AND THE TRANSACTION. Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. In addition, copies of these materials (when they become available) may be obtained free of charge by accessing CBS’s website at www.cbscorporation.com, or from Entercom by accessing Entercom’s website at www.entercom.com. Shareholders may also read and copy any reports, statements and other information filed by Entercom or CBS with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

Participants in the Solicitation

Entercom, CBS and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from shareholders in respect of the Transaction under the rules of the SEC. Information regarding Entercom’s directors and executive officers is available in its Annual Report on Form 10-K filed with the SEC on February 26, 2016, and in its definitive proxy statement filed with the SEC on March 18, 2016, in connection with its 2016 annual meeting of stockholders. Information regarding CBS’s directors and executive officers is available in its Annual Report on Form 10-K filed with the SEC on February 16, 2016, and in its definitive proxy statement filed with the SEC on April 15, 2016, in connection with its 2016 annual meeting of stockholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

About CBS Corporation

CBS Corporation (NYSE: CBS.A and CBS) is a mass media company that creates and distributes industry-leading content across a variety of platforms to audiences around the world. CBS has businesses with origins that date back to the dawn of the broadcasting age as well as new ventures that operate on the leading edge of media. CBS owns the most-watched television network in the U.S. and one of the world’s largest libraries of entertainment content, making its brand — “the Eye” — one of the most recognized in business. CBS’s operations span virtually every field of media and entertainment, including cable, publishing, radio, local TV, film, and interactive and socially responsible media. CBS’s businesses include CBS Television Network, The CW (a joint venture between CBS Corporation and Warner Bros. Entertainment), CBS Television Studios, CBS Studios International, CBS Television Distribution, CBS Consumer Products, CBS Home Entertainment, CBS Interactive, CBS Films, Showtime Networks, CBS Sports Network, Pop (a joint venture between CBS Corporation and Lionsgate), Smithsonian Networks, Simon & Schuster, CBS Television Stations, CBS Radio and CBS EcoMedia. For more information, go to www.cbscorporation.com.

About CBS Radio

CBS RADIO is one of the largest major-market broadcast media operators in the United States and the undisputed leader in news and sports radio.  CBS RADIO produces original audio and video content, live events and exclusive programming distributed on-air, online and on mobile platforms. A division of CBS Corporation, CBS RADIO owns 117 radio stations in 26 markets – including all of the top 10 radio markets as ranked by Nielsen Audio – as well as an extensive array of digital assets. CBS RADIO distributes its programming via AM, FM and HD Radio stations, Radio.com and CBS Local Digital Media apps, making engaging with audiences easier than ever before. For more information on CBS RADIO, please visit www.cbsradio.com.

About Entercom Communications Corp.

Entercom Communications Corp. (NYSE: ETM) is the fourth-largest radio broadcasting company in the U.S., reaching and engaging more than 40 million people a week through its 127 highly rated stations in 27 top markets across the country. Entercom is a purpose-driven company, deeply committed to entertaining and informing its listeners with the best locally curated music, news, sports, and talk content, driven by compelling local personalities.  Entercom delivers superior ROI by connecting its customers and audiences through its leading local brands and unparalleled local marketing solutions, which include over 4,000 events each year, and its SmartReach Digital product suite.  Learn more about Philadelphia-based Entercom at www.Entercom.com, Facebook and Twitter (@Entercom).

*   *   *

ENTERCOM CONTACTS

Press:

Bryan Locke/Jenny Gore/Jacob Crows
Sard Verbinnen & Co.
(312) 895-4700

Esther-Mireya Tejeda
Entercom
(610) 822-0861
Esther-Mireya.Tejeda@entercom.com

Investors:

Steve Fisher
Executive Vice President and CFO
(610) 660-5647
sfisher@entercom.com

CBS CONTACTS

Press:

Dana McClintock
CBS Corporation
(212) 975-1077
dlmcclintock@cbs.com

Jaime Saberito
CBS Radio
(212) 649-9639
jaime.saberito@cbsradio.com

Investors:

Adam Townsend
CBS Investor Relations
(212) 975-5292
adam.townsend@cbs.com

David Bank
CBS Investor Relations
(212) 975-6106
david.bank@cbs.com

 

Entercom Launches Content Innovation Group

KyleMcCann_1

Group will Lead Content Development, Programming and Syndication Strategies

NEW YORK – JANUARY 30, 2017 – Entercom Communications, the 4th largest radio broadcaster and one of today’s fastest growing and best performing media companies, today announced the launch of the Content Innovation Group as part of the company’s commitment to delivering the best curated music, news, talk and sports content in the markets it serves. This new group will focus on providing listeners with a deeper, richer experience both on and off air via exclusively developed digital and social content and national syndication of locally curated content.

“We are pleased to kick off the year with this exciting and progressive move,” said Pat Paxon, president of programming, Entercom Communications. “The launch of this new team underscores our continued commitment to investing in best-in-class content and syndication tools and delivering the top-notch listener experience that our fans across the country have come to expect.”

The Content Innovation Group will be led by Kyle McCann, managing editor, who will report to Liana Huth, vice president of programming innovation. McCann joins Entercom from Townsquare Media in New Jersey where he led content development and previously served as a senior news producer at Fox Television’s WTFX-TV in Philadelphia, Hearst’s WBAL-TV and Scripps Networks’ WMAR-TV, both in Baltimore, Maryland. The group will also include three content managers, including Lauren Hoffman, previously a country music blogger and an entertainment reporter for The Journal magazine in New Jersey, Joe Hyer, formerly a key member of Townsquare Media’s digital content team who led development of format-specific content for Townsquare markets across the country, and Maura O’Malley, formerly from Main Street Hub in Austin, Texas where she served as a senior content editor and social media community manager. The group will be spearheaded by Pat Paxton, president of programming at Entercom.

“With the creation of this new team, we will be focused on pushing out exclusive and original new content as well as  pulling compelling and engaging local content to enhance the local listener experience,” said Liana Huth, vice president of programming innovation, Entercom Communications. “This is a strategic effort to leverage the great content that is created at the local level in each of our 28 markets across the country and maximize our broadcast, digital and social media platforms to provide a comprehensive and engaging experience for our listeners.”

Entercom’s Content Innovation Group officially launches today.

CONTACT:
Esther-Mireya Tejeda
Entercom Communications Corp.
610.822.0861
Esther-Mireya.Tejeda@entercom.com
@Entercom

About Entercom Communications Corp.
Entercom Communications is the fourth-largest radio broadcasting company in the U.S. and one of today’s fastest growing and best performing media companies, reaching more than 40 million people a week through its 127 highly rated stations in 28 top markets across the country. Entercom is a purpose-driven company, dedicated to serving its local communities and entertaining and informing fans with the best locally curated music, news and talk content, over 4,000 events each year and a rapidly growing roster of sports broadcasting partnerships, all delivered by compelling local personalities. As a leading local marketing solutions partner, Entercom delivers superior ROI for its customers through its influential local brands, creative campaigns, connected digital extensions and great community engagement. Entercom also owns and operates an award-winning digital agency, Smart Reach Digital, offering a robust suite of digital products and strategic solutions. For more information, visit Entercom.com.

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Entercom Communications Corp. Reports Third Quarter Results

Click here to read the full release

Revenue Increased 5% and Adjusted EBITDA Increased 8%


Bala Cynwyd, PA—Entercom Communications (NYSE:ETM) today reported financial results for the quarter ended September 30, 2016 and announced a quarterly dividend payable December 15, 2016.

Third Quarter Highlights

  • Net revenues for the quarter increased 5% to $120.5 million
  • Station expenses increased 2% to $82.5 million
  • Station operating income increased 12% to $37.9 million
  • Adjusted EBITDA increased 8% to $30.4 million
  • Adjusted net income per share increased 8% to $0.27

David J. Field, President and Chief Executive Officer, stated: “David J. Field, President and Chief Executive Officer, stated: “Entercom delivered another solid quarter of organic top line and bottom line growth, demonstrating the strength of our great local brands and our outstanding team.  We are also very pleased to have just completed a highly successful refinancing that will lower our annual interest expense by more than $10 million and to have announced a terrific, value-creating acquisition of four stations in Charlotte. We are excited by the opportunities ahead as we look to finish the year on a strong note and get off to a great start in 2017.”

Additional Information

The Company’s Board of Directors has declared a dividend of $0.075 per share which will be payable on December 15, 2016 to shareholders of record as of the close of business on November 28, 2016.

In November, the Company entered into a new $540 million credit facility, including a $60 million revolver and $480 million term loan. The proceeds of the refinancing were used to repay the Company’s prior credit facility and to call its $220 million of outstanding 10.5% Senior Notes

effective December 1. The new financing will generate approximately $10 million in annual pro forma interest expense savings as the Company’s 10.5% high yield bonds are replaced by lower cost senior secured debt. The new revolver matures in November 2021 and the term loan matures in November 2023.

In October, the Company announced the acquisition of four stations in Charlotte, NC from Beasley Broadcast Group, Inc. for $24 million in cash. The transaction adds strong local brands The Fan (WFNZ-AM), The Link (WLNK-FM) and news/talk leader WBT AM/FM to Entercom’s station group. The Company began operating WLNK-FM and WBT AM/FM under a time brokerage agreement (“TBA”) starting November 1 and will begin operating WFNZ-AM under a TBA on January 1, 2017 if the acquisition has not already closed. The transaction is expected to close in either late fourth quarter or early in the first quarter of 2017 following regulatory approvals.

During the quarter, the Company settled a legal claim with British Petroleum related to the Deepwater Horizon oil spill in the Gulf of Mexico that occurred in 2010 and the resulting negative financial impact on ad sales at our New Orleans station cluster. After deducting related expenses, the Company recovered $2.3 million which appears as Other Income in the financial results.

As of September 30, 2016 the Company had $443.6 million of senior debt, capital leases and senior notes and $9.9 million in cash. In addition, the Company had $27.7 million in perpetual cumulative convertible preferred stock.

Earnings Conference Call and Company Information

Entercom will hold a conference call regarding the quarterly earnings release on Monday November 7, 2016 at 10:00 AM Eastern Time. Investors will have the opportunity to submit questions to the Company regarding the earnings release by emailing their inquiries to questions@entercom.com. Questions should be sent at least 10 minutes prior to the call. The Company will only discuss inquiries made by email prior to the conference call. The public may access the conference call by dialing 888-889-0278 (passcode: Entercom).  A replay of the conference call will be available and can be accessed either by dialing 800-873-2054 or by visiting the Company’s website: www.entercom.com. Additional information and reconciliation of same station results are available on the Company’s website at www.entercom.com.

Certain Definitions

All references to per share data, unless stated otherwise, are presented as per diluted share. All references to shares outstanding, unless stated otherwise, are presented to exclude unvested restricted stock units. All references to net debt are outstanding debt net of cash on hand.

Station expenses consist of station operating expenses excluding non-cash compensation expense.

Corporate expenses consist of corporate general and administrative expenses excluding non-cash compensation expense.

Station Operating Income consists of operating income (loss) before: depreciation and amortization; time brokerage agreement fees (income); corporate general and administrative expenses; non-cash compensation expense (which is otherwise included in station operating expenses); impairment loss; merger and acquisition costs and restructuring charges; and gain or loss on sale or disposition of assets.

Adjusted EBITDA consists of net income (loss) available to common shareholders, adjusted to exclude: income taxes (benefit); total other expense; depreciation and amortization; time brokerage agreement fees (income); non-cash compensation expense (which is otherwise included in station operating expenses and corporate G&A expenses); impairment loss; merger and acquisition costs, preferred stock dividends and restructuring charges; and gain or loss on sale or disposition of assets.
Free Cash Flow consists of operating income (loss): (i) plus depreciation and amortization, net (gain) loss on sale or disposal of assets; non-cash compensation expense (which is otherwise included in station operating expenses and corporate general and administrative expenses), impairment loss; merger and acquisition costs and restructuring charges; and (ii) less net interest expense (excluding amortization of deferred financing costs), preferred stock dividends, taxes paid and capital expenditures.

Adjusted Net Income (Loss) consists of net income (loss) available to common shareholders adjusted to exclude: (i) income taxes (benefit) as reported; (ii) gain/loss on sale of assets, derivative instruments and investments; (iii) non-cash compensation expense; (iv) other income; (v) impairment loss; (vi) merger and acquisition costs and restructuring charges; and (vii) gain/loss on early extinguishment of debt.  For purposes of comparability, income taxes are reflected at the expected statutory federal and state income tax rate of 40% without discrete items of tax.

Adjusted Net Income Per Share includes any dilutive equivalent shares when not anti-dilutive. Convertible Preferred Stock treated as if never converted for the purposes of Adjusted Net Income Per Share.

Same station is computed by comparing the performance of stations operated by the Company throughout the relevant period to the comparable performance in the prior year’s corresponding period (excluding non-cash compensation expense).

Non-GAAP Financial Measures

It is important to note that station operating income, station expense, corporate expense, same station net revenues, same station expenses, same station operating income, Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income Per Share and Free Cash Flow are not measures of performance or liquidity calculated in accordance with generally accepted accounting principles (“GAAP”).  Management believes that these measures are useful as a way to evaluate the Company and the means for management to evaluate our radio stations’ performance and operations.  Management believes that these measures are useful to an investor in evaluating our performance because they are widely used in the broadcast industry as a measure of a radio company’s operating performance.

Certain adjusted non-GAAP financial measures are presented in this release (e.g., Adjusted Net Income and Adjusted Net Income Per Share). The adjustments exclude gain/loss on sale of assets, derivative instruments, and investments; non-cash compensation expense, other income, impairment loss and gain/loss on early extinguishment of debt. Management believes these adjusted non-GAAP measures provide useful information to Management and investors by excluding certain income, expenses and gains and losses that may not be indicative of the Company’s core operating and financial results.  Similarly, Management believes these adjusted measures are a useful performance measure because certain items included in the calculation of net income (loss) may either mask or exaggerate trends in the Company’s ongoing operating performance. Further, the reconciliations corresponding to these adjusted measures, by identifying the individual adjustments, provide a useful mechanism for investors to consider these adjusted measures with some or all of the identified adjustments.

Management uses these non-GAAP financial measures on an ongoing basis to help track and assess the Company’s financial performance. You, however, should not consider non-GAAP measures in isolation or as substitutes for net income (loss), operating income, or any other measure for determining our operating performance that is calculated in accordance with generally accepted accounting principles.  These non-GAAP measures are not necessarily comparable to similarly titled measures employed by other companies.  The accompanying financial tables provide reconciliations to the nearest GAAP measure of all non-GAAP measures provided in this release.

Note Regarding Forward-Looking Statements

The information in this news release is being widely disseminated in accordance with the Securities and Exchange Commission’s Regulation FD.

This news announcement contains certain forward-looking statements that are based upon current expectations and certain unaudited pro forma information that is presented for illustrative purposes only and involves certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Additional information and key risks are described in the Company’s filings on Forms 8-K, 10-Q and 10-K with the Securities and Exchange Commission. Readers should note that these statements might be impacted by several factors including changes in the economic and regulatory climate and the business of radio broadcasting, in general. The unaudited pro forma information and same station operating data reflect adjustments and are presented for comparative purposes only and do not purport to be indicative of what has occurred or indicative of future operating results or financial position.  Accordingly, the Company’s actual performance may differ materially from those stated or implied herein.  The Company assumes no obligation to publicly update or revise any unaudited pro forma or forward-looking statements.

About Entercom Communications Corp.
Entercom Communications Corp. (NYSE: ETM) is the fourth-largest radio broadcasting company in the U.S., reaching and engaging more than 40 million people a week through its 124 highly rated stations in 27 top markets across the country. Entercom is a purpose-driven company, deeply committed to entertaining and informing its listeners with the best locally curated music, news, sports, and talk content, driven by compelling local personalities.  Entercom delivers superior ROI by connecting its customers and audiences through its leading local brands and unparalleled local marketing solutions, which include over 4,000 events each year, and its SmartReach Digital product suite.  Learn more about Philadelphia-based Entercom at www.Entercom.com, Facebook and Twitter (@Entercom).

Entercom and Bruno Mars Invite Lucky Fan to the 2016 Victoria’s Secret Fashion Show in Paris

NEW YORK – NOVEMBER 1, 2016 – Entercom and Bruno Mars are teaming up to give one lucky fan and a guest a chance to see Bruno Mars perform at the Victoria’s Secret Fashion Show in Paris before it airs Monday, December 5th (10:00 – 11:00 p.m., ET/PT) on the CBS Television Network. The exclusive partnership and content kicks off on Tuesday, November 1st, when fans may tune into their local Entercom station and listen for the Bruno Mars “24K Magic” code word for a chance to win a trip to Paris and tickets to the fashion show.

Entercom radio stations in 22 cities across the U.S. will play the “24K Magic” code word at 7 a.m., 11 a.m., 2 p.m. and 5 p.m. local time.  Fans who enter the secret code on their station’s website within 15 minutes will be entered for a chance to win.  The contest ends on Tuesday, November 15th, and the lucky winner will be announced on Wednesday, November 16th.  The prize includes round trip airfare to Paris, France, hotel accommodations for two nights and passes to the 2016 Victoria’s Secret Fashion Show for the winner and a guest.  Additionally, the prize includes a $5,000 gift card from Victoria’s Secret.

The 2016 Victoria’s Secret Fashion Show will take place on November 30th in Paris and will air Monday, December 5th (10:00 – 11:00 p.m. ET/PT) on the CBS Television Network.

For more information and a list of participating Entercom station, visit Entercom.com/BrunoMars.

CONTACT:
Esther-Mireya Tejeda
Entercom Communications Corp.
610.822.0861
Esther-Mireya.Tejeda@entercom.com
@Entercom

 About Entercom Communications Corp.
Entercom Communications Corp. (NYSE: ETM) is the fourth-largest radio broadcasting company in the U.S., reaching and engaging more than 40 million people a week through its 124 highly rated stations in 27 top markets across the country. Entercom is a purpose-driven company, deeply committed to entertaining and informing its listeners with the best locally curated music, news, sports, and talk content, driven by compelling local personalities.  Entercom delivers superior ROI by connecting its customers and audiences through its leading local brands and unparalleled local marketing solutions, which include over 4,000 events each year, and its SmartReach Digital product suite.  Learn more about Philadelphia-based Entercom at www.Entercom.com, Facebook and Twitter (@Entercom).

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Entercom Names Matt Hanlon as Vice President, Market Manager for Entercom Charlotte

PHILADELPHIA, PA – NOVEMBER 1, 2016 – Entercom today announced the appointment of Matt Hanlon as vice president and market manager for newly formed Entercom Charlotte.  Hanlon has over 20 years of experience in marketing and sales operations with a background in the media and broadcasting industry.

Previously, Hanlon served as president of Citadel Broadcasting, managing the Midwest region of 85 radio stations across 14 markets. At Citadel, he launched a sports network and a news network creating new revenue in Michigan and maximized both ratings and sales across local, regional, national and non-spot. Hanlon began his career in broadcasting as a media buyer for Backer & Spielvogel, vice president of stations at Katz Media Group and vice president, director of sales at AMFM.

“We are super excited to welcome Matt to Entercom and to the Charlotte team,” said Weezie Kramer, chief operating officer, Entercom. “Matt has terrific experience in news, talk, sports, syndication, working with big personalities and making a difference in the community, all of which make him a great fit for Charlotte and these iconic brands.”

Entercom recently announced the acquisition of four radio stations in Charlotte, North Carolina, including The Fan (WFNZ-AM), The Link (WLNK-FM) and news/talk leader WBT AM/FM.

CONTACT:
Esther-Mireya Tejeda
Entercom Communications Corp.
610.822.0861
Esther-Mireya.Tejeda@entercom.com
@Entercom

About Entercom Communications Corp.
Entercom Communications Corp. (NYSE: ETM) is the fourth-largest radio broadcasting company in the U.S., reaching and engaging more than 40 million people a week through its 124 highly rated stations in 27 top markets across the country. Entercom is a purpose-driven company, deeply committed to entertaining and informing its listeners with the best locally curated music, news, sports, and talk content, driven by compelling local personalities.  Entercom delivers superior ROI by connecting its customers and audiences through its leading local brands and unparalleled local marketing solutions, which include over 4,000 events each year, and its SmartReach Digital product suite.  Learn more about Philadelphia-based Entercom at www.Entercom.com, Facebook and Twitter (@Entercom).

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Entercom Agrees To Acquire Four Radio Stations In Charlotte, NC From Beasley Broadcast Group

PHILADELPHIA, PA – OCTOBER 17, 2016 — Entercom Communications Corp. (NYSE: ETM) today announced an agreement to acquire four radio stations in Charlotte, NC from Beasley Broadcast Group, Inc. (Nasdaq: BBGI) for $24 million in cash. Beasley is selling the stations to comply with FCC ownership limitations related to its previously announced acquisition of Greater Media, Inc.

The acquisition provides Entercom with a new position in the attractive Charlotte market while strengthening the Company’s existing Carolina presence alongside its Greensboro, NC and Greenville, SC clusters. The transaction adds strong local brands The Fan (WFNZ-AM), The Link (WLNK-FM) and news/talk leader WBT AM/FM to Entercom’s station group. The cluster is the radio broadcast home of the Carolina Panthers and the Charlotte Hornets.

Entercom President and CEO David J. Field stated: “We are excited about the opportunity to enter the rapidly growing Charlotte market and acquire these very strong brands. We look forward to expanding the Entercom team and working hard to serve our new listeners and customers and the Charlotte community.”

The Company expects to begin operating WLNK-FM and WBT AM/FM under a time brokerage agreement (“TBA”) starting November 1 and will begin operating WFNZ-AM under a TBA on January 1, 2017 if the acquisition has not already closed. The transaction is expected to close in either late fourth quarter or early in the first quarter of 2017.

CONTACT:
Steve Fisher
610.660.5647
sfisher@entercom.com
@Entercom

About Entercom Communications Corp.
Entercom Communications Corp. (NYSE: ETM) is the fourth-largest radio broadcasting company in the U.S., reaching and engaging more than 40 million people a week through its 124 highly rated stations in 27 top markets across the country. Entercom is a purpose-driven company, deeply committed to entertaining and informing its listeners with the best locally curated music, news, sports, and talk content, driven by compelling local personalities. Entercom delivers superior ROI by connecting its customers and audiences through its leading local brands and unparalleled local marketing solutions, which include over 4,000 events each year, and its SmartReach Digital product suite. Learn more about Philadelphia-based Entercom at www.Entercom.com, Facebook and Twitter (@Entercom).

Golden State Warriors & 95.7 The Game Announce New Flagship Radio Partnership

95.7 The Game To Serve As New Home For Warriors Game Broadcasts And Provide Increased Programming

PHILADELPHIA, PA – AUGUST 25, 2016 – The Golden State Warriors and Entercom’s 95.7 The Game (KGMZ-FM) have entered into a multi-year agreement to make the San Francisco-based all-sports station the new radio flagship of the Bay Area’s NBA team, it was announced today.

“We’re excited about our new partnership with 95.7 The Game and the opportunity to provide our fans with increased coverage of the Warriors in a centralized location,” said Warriors President & COO Rick Welts.  “Under the terms of this partnership, virtually every Warriors game – including the playoffs – will be broadcast on 95.7.  Additionally, our fans will benefit from increased programming overall throughout the year, including extended pre and post-game shows, more in-season programming, a dedicated off-season presence and numerous call-in shows featuring front office staff, players and broadcasters.  We look forward to working in conjunction with an extremely talented group of individuals at 95.7 The Game and its parent company, Entercom, as we continue our journey through one of the most exciting times in the history of our franchise.”

Plans for 95.7 The Game’s expanded Warriors programming include an additional 60 minutes of coverage to each of the existing 30-minute pre and post-game programs, heightened in-season daily Warriors coverage featuring both Warriors and NBA-themed shows, Warriors Wednesdays and off-season programming centered around the draft, free agency, summer league and the continuation of selected in-season call-in shows.  95.7 The Game will continue to employ a dedicated Warriors reporter who will cover both home and road games and practices throughout the season. Radio play-by-play announcer Tim Roye will return for his 22nd season calling Warriors basketball, and will also appear regularly on 95.7 The Game programs on Monday, Wednesday and Friday during the season and on selected off-season dates.

By moving to 95.7, the Warriors join approximately one dozen NBA teams that are currently carrying their games on the clarity of the FM dial, as well as a fast-growing roster of professional sports teams that partner with Entercom stations to deliver best-in-class sports content, including the Boston Red Sox, New England Patriots, Miami Heat and Kansas City Royals.  Additionally, as part of this agreement, in-market network affiliates have been established with KRTY (San Jose) and KUIC (Vacaville), stations that reside next to 95.7 on the dial (95.3).

“We are truly excited about this new relationship with the Golden State Warriors,” said David Field, President and CEO of Entercom.  “It is a privilege to partner with such an extraordinary organization. We look forward to bringing our listeners exclusive, unparalleled coverage of the team both on and off the court.”

“We know that our fans turn to us for the best-in-class sports content from the teams and leagues they care about the most,” said Steve DiNardo, Vice President and General Manager of Entercom’s 95.7 The Game. “The Warriors are one of the most popular basketball teams in the world and we are proud to deliver play-by-play broadcasts and 24/7 team coverage to local fans in the Bay Area and to be the official home of Warriors basketball.”

Prior to partnering with 95.7 The Game, the Warriors flagship station for each of the last 32 seasons, and for 40 seasons overall since the team moved to the West Coast in 1962, had been KNBR 680 AM.

“We’d also like to thank KNBR and the management at Cumulus for being a valued and trusted partner for nearly four decades,” said Welts.  “KNBR has been a staple of the Bay Area airwaves for many years and we’ve been extremely fortunate to enjoy such a terrific long-standing relationship.”

Last season the Golden State Warriors won an NBA-record 73 regular-season games en route to making a second-straight appearance in the NBA Finals. For more information on the Golden State Warriors 2016-17 season, presented by Kaiser Permanente, visit warriors.com.

Contact:

Esther-Mireya Tejeda

610.822.0861

Esther-Mireya.Tejeda@entercom.com

@Entercom

 

Golden State Warriors

Raymond Ridder

510.986.5384

Dan Martinez

510.986.2213

About Entercom Communications Corp.

Entercom Communications Corp. (NYSE: ETM) is the fourth-largest radio broadcasting company in the U.S., reaching and engaging more than 40 million people a week through its 124 highly rated stations in 27 top markets across the country. Entercom is a purpose-driven company, deeply committed to entertaining and informing its listeners with the best locally curated music, news, sports, and talk content, driven by compelling local personalities.  Entercom delivers superior ROI by connecting its customers and audiences through its leading local brands and unparalleled local marketing solutions, which include over 4,000 events each year, and its SmartReach Digital product suite. Learn more about Philadelphia-based Entercom at www.Entercom.com, Facebook and Twitter (@entercom).