Company Overview August 2015 Company Overview August 2015.

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Presentation transcript:

Company Overview August 2015 Company Overview August 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 and June 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 Entercom announced the acquisition of Lincoln Financial Media 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 is $105 million - $77.5 million in cash and $27.5 million in new Series A perpetual convertible preferred stock LFM acquisition closed July 16, 2015

Bonneville Swap Overview 9 Bonneville ReceivesEntercom Receives + $5 million in additional consideration Entercom and Bonneville to operate respective stations under time brokerage agreements until close (expected by 4Q) * * * * Acquired through purchase of LFM

Bonneville Swap Background 10 Swap with Bonneville offers opportunity to acquire rapidly growing Classic Rock station KSWD-FM in Los Angeles with strong audience and ratings KSWD revenues up significantly through first half Strong ratings position with men and adults in nation’s largest radio revenue market

Acquisition Highlights 11 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 12

Industry Update

Industry Overview 14 Radio Only real-time mass reach medium Least disrupted medium Undervalued Industry catalysts Great business model with strong free cash flow generation

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

Leading Clusters with Strong Competitive Positions 20 68% of Revenue Derived from Markets Where ETM Cluster is Ranked # 1 or # 2 in Revenue Share Source: Based on 2014 revenue using markets measured by Miller Kaplan

Evolving Business Model Capitalizing on Emerging Symbiotic Opportunities 21 Integrated multi-platform marketingListener Digital engagementDigital marketing services ( SmartReach Digital )EventsDirect to Consumer

Market-Leading Local Content 22

Entercom Events 23

SmartReach Digital 24 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

2014 Financial Review 26 Revenues increased 1% to $380MM Launched SmartReach Digital in Q which increased reported expense growth 2014 Adjusted EBITDA of $99MM $57MM of debt repaid and leverage reduced to 4.5x In December, announced acquisition of Lincoln Financial Media with 15 radio stations in 4 markets

Second Quarter 2015 Overview 27 2Q revenue increased slightly ETM revenue growth exceeded that of its markets which were down for the quarter Station expenses increased 2% due to SmartReach expense growth from 2Q 2014 start up Adjusted EBITDA decreased 5% 2Q leverage of 4.5x

Outstanding Free Cash Flow Generation 28 $1.45 per share 2014 Free Cash Flow Large annual tax shields and nearly $300 million in net operating loss carryforward Accretive LFM acquisition Opportunity to refinance $220MM 10.5% bonds with significant interest savings Refinancing could add $ $0.30 per share in incremental free cash flow

Strong FCF Generation and Disciplined Use of FCF has Driven Significant Debt Reduction 29 Entercom Net Debt Reduced by $450MM Since 2007 ($MM)

30 ETM Balance Sheet August 1, 2015 Amount (MM) MaturityRate Cash$12N/A Revolver: ($50MM total capacity) $42December 2016L % Term Loan B:$261December 2018 L % 1.00% LIBOR floor Sr. Sub. Notes:$220December % Can be called December 2015 at

Non-GAAP Reconcilations

Non-GAAP Reconciliations 32

Non-GAAP Reconciliations 33

Company Overview August 2015 Company Overview August 2015