Company Overview November 2015 Company Overview November 2015
Forward-Looking Statements and Confidentiality This presentation contains forward-looking statements within the meaning of the federal securities laws. These statements relate to future events or future financial performance and reflect management’s expectations and opinions. These statements are only predictions, and our actual future results may differ significantly from those anticipated in any forward-looking statements due to numerous known and unknown risks, uncertainties and other factors. All of the forward-looking statements are qualified in their entirety by reference to the factors described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2014 and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2015, June 30, 2015 and September 30, 2015 as well as any other filings we make with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. These factors may not be exhaustive, and we cannot predict the extent to which any factor, or combination of factors, may cause actual results to differ materially from those predicted in any forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. We do not intend, and do not undertake any obligation, to update any forward-looking statements to reflect future events or circumstances after the date of such statements. The information in this presentation is confidential, and should not be photocopied, distributed or disclosed to anyone. Your acceptance of this document is deemed to be an agreement to these terms.
Entercom Overview 3 # 4 radio group Leading brands and clusters focused on top 50 markets Undervalued medium with massive reachSignificant Entercom value creating catalysts
Entercom Market Overview 125 Stations in 27 Markets 4
Entercom Competitive Strengths 5 Pure-play focus Strong balance sheet Disciplined acquirer Highly-rated brands and leading clusters in top 50 markets Strong local personalities and content Significant management ownership
Entercom Catalysts for Value Creation 6 Solid core operations with strong expense management Recent acquisition SmartReach Digital Opportunity to refinance 10.5% high yield bonds
Acquisition Update
Lincoln Financial Media Acquisition 8 Lincoln Financial Media acquisition closed July 16, Transaction was announced in December 2014 To satisfy DOJ concerns, Entercom agreed to swap 4 Denver stations with Bonneville International Corporation in exchange for Bonneville’s KSWD-FM in Los Angeles and $5 million in additional cash consideration The purchase price for LFM was $105 million - $77.5 million in cash and $27.5 million in new Series A perpetual convertible preferred stock
Bonneville Swap Overview 9 Entercom receives rapidly growing Classic Rock station KSWD-FM in Los Angeles with strong audience and ratings + $5 million KSWD revenues up significantly through first half Strong ratings position with men and adults in nation’s largest radio revenue market Bonneville receives 4 Denver stations: 3 Entercom acquired in its Lincoln Financial Media acquisition and 1 that it owned Bonneville pays TBA fee to Entercom of $300K per month Exchange expected to close in 4 th quarter
Transaction Highlights 10 Adds stations in Atlanta, Denver, Los Angeles, Miami and San Diego Expands Entercom reach with four new top 20 markets Adds two remaining major West Coast markets to Entercom’s current footprint Terrific brands with significant growth potential Significant opportunity for margin enhancement Transaction structure creates future cash tax shields
Stations Added Through LFM Acquisition and Bonneville Swap 11
Industry Update
Industry Overview 13 Radio Only real-time mass reach medium Least disrupted medium Undervalued Industry catalysts Great business model with strong free cash flow generation
Radio continues to display strong listenership trends Radio remains the most used source for discovering new music 29% of Edison Research respondents chose AM / FM radio as the source they used most for keeping up to date with music Pandora / Spotify were primary choice for only 11% Radio has the largest real-time audience presence among advertising mediums Radio is the #1 daytime medium, beating TV, online and mobile Radio represents 23% of media consumption, but only 7% of ad spend Radio has the highest ROI for advertisers Nielsen research indicates a 6x lift for brands that use radio Radio’s Attractive Fundamentals
15 “There are still huge, huge radio audiences and frankly, it is a massively underutilized medium.” - Andrew Robertson, CEO of BBDO December 22, 2014 “There are still huge, huge radio audiences and frankly, it is a massively underutilized medium.” - Andrew Robertson, CEO of BBDO December 22, 2014
23% of Media Consumption 7% of the Ad Spend Source: SNL Kagan. 2011; Nielsen Cross Platform Report March 2014; Newspaper -- Arbitron Inc and Edison Research The Infinite Dial
Radio #1 Medium 5Am to 5PM Beating TV, On-line and Mobile 17 Source: Nielsen 93% of Americans listen weekly
18 Source: Nielson Catalina FACT: Brands averaged a sales lift of more than $6 for every $1 spent on radio ads – an ROI double that of even the best results from many recent studies of digital or TV media FACT: Brands averaged a sales lift of more than $6 for every $1 spent on radio ads – an ROI double that of even the best results from many recent studies of digital or TV media
Entercom Overview
20 Strong brands with great ratings Organic revenue growth throughout 2016 Superior management team Focused strategy and balance sheet discipline Exceptional free cash flow and de-levering can drive future shareholder value
Leading Clusters with Strong Competitive Positions 21 Majority of Revenue Derived from Markets Where ETM Cluster is Ranked # 1 or # 2 in Revenue Share Source: Based on August year-to-date revenue rand and using 2Q 2015 last twelve months revenue for markets measured by Miller Kaplan. Data is pro forma for acquisition of Lincoln Financial Media and Bonneville station exchange.
Evolving Business Model Capitalizing on Emerging Symbiotic Opportunities 22 Integrated multi-platform marketingListener Digital engagementDigital marketing services ( SmartReach Digital )EventsDirect to Consumer
Market-Leading Local Content 23
Entercom Events 24
SmartReach Digital 25 SmartReach Digital launched in April 2014 New local digital marketing services business Rolled out in 12 Entercom markets SmartReach products complimentary with radio Revenues growing steadily as business ramps up
Financial Overview
Third Quarter 2015 Overview 27 3Q reported results reflect impact of acquisition Revenues increased 15% Adjusted EBITDA increased 15% On a pro forma basis, 3Q revenues were up approximately 3% and increased just over 4% when excluding political Revenue growth driven by market share gains Similar revenue growth in each month Acquisitions integrated seamlessly and run-rate margins at acquired stations dramatically improved 3Q pro forma leverage of 4.6x
Outstanding Free Cash Flow Generation 28 $1.51 per share Free Cash Flow over the last 12 months ended 3Q 2015 Large annual tax shields and nearly $300 million in net operating loss carryforward Opportunity to refinance $220MM 10.5% bonds with significant interest savings
Strong FCF Generation and Disciplined Use of FCF has Driven Significant Debt Reduction 29 Entercom Net Debt Reduced by more than $450MM Since 2007 ($MM)
30 ETM Balance Sheet September 30, 2015 Amount (MM) MaturityRate Cash$9N/A Revolver: ($50MM total capacity) $39December 2016L % Term Loan B:$248December 2018 L % 1.00% LIBOR floor Sr. Sub. Notes:$220December % Can be called December 2015 at Perpetual Convertible Preferred Stock $27.5NA 6% annual dividend which increases over time
Non-GAAP Reconcilations
Non-GAAP Reconciliations 32
Non-GAAP Reconciliations 33
Company Overview November 2015 Company Overview November 2015