Good morning. My name is Audra, and I'll be your conference operator today. I would like to welcome everyone to the iHeartMedia Q3 2023 Earnings Call. Today’s conference is being recorded. All lines have been muted to prevent background noise. After the speakers' remarks, there will be a question-and-answer session. Now, I’d like to turn the conference over to Mike McGuinness, Head of Investor Relations. Please go ahead.

Good morning, everyone, and thank you for taking the time to join us for our third quarter 2023 earnings call. Joining me for today's discussion are Bob Pittman, our Chairman and CEO; and Rich Bressler, our President, COO and CFO. At the conclusion of our prepared remarks, management will take your questions. In addition to a press release, we have an earnings presentation available on our website that you can use to follow along with our remarks. Please note that this call may include forward-looking statements regarding our financial performance and operating results. These statements are based on management's current expectations and actual results could differ from what is stated as a result of certain factors identified on today's call and in the Company's SEC filings. Additionally, during the call, we will refer to certain non-GAAP financial measures. Reconciliation between GAAP and non-GAAP financial measures are included in our earnings release, earnings presentation, and our SEC filings which are available in the Investor Relations section of our website. And now, I'll turn the call over to Bob.

Thanks, Mike, and good morning, everyone. We're pleased to report that our third quarter 2023 results were at the high end of our previously provided adjusted EBITDA and revenue guidance ranges. Throughout the year, we've seen gradual improvements in the advertising marketplace, which is reflected in the quarter-by-quarter sequential improvements in our advertising revenues, and despite the recent global geopolitical events, we expect that to continue through Q4. Now, let me take you through some of the key financial results of the quarter. In the third quarter, we generated adjusted EBITDA of 204 million at the high end of the guidance range we provided of 195 million to 205 million. Our consolidated revenues for the quarter were down 3.6% compared to the prior year quarter, a little better than the guidance we provided of down mid-single digits, and excluding the impact of political, our consolidated revenues were down 1%. In the third quarter, we generated 68 million of free cash flow. In addition to our reported free cash flow, we also generated 45 million of cash from the sale of radio broadcast towers, which we'll use to pay down debt. Turning now to our individual operating segments. In the third quarter, the Digital Audio Group's revenues were 267 million, up 5.2% versus prior year. Adjusted EBITDA was 94 million, up 19.6% versus prior year, and the Digital Audio Group's adjusted EBITDA margins were 35%, up from 31% in Q3 2022, and in the third quarter, the Digital Audio Group accounted for 28% of our consolidated revenues. The Digital Audio Group's adjusted EBITDA performance for this quarter reflects the strategic fixed-cost investments we've made in the past few quarters. It also illustrates the strong flow-through characteristics inherent in the business, and this year's strong emphasis on having the most profitable mix of digital revenue products. As our Q3 Digital Audio Group margins expanded 420 basis points year over year and were 260 basis points better than the second quarter. Turning to the revenue streams within the Digital Audio Group, our podcast revenues continued to perform well, growing 13% versus prior year, illustrating the fact that podcasting continues to be a strong growth engine for the Company. Additionally, our podcasting EBITDA margins continue to be accretive to our total company EBITDA margins. Podcasting is the best performing segment of the advertising marketplace, and we continue to have the largest podcast audience reach in the US. In September, iHeart was once again ranked the number one podcast publisher in the U.S. with more monthly downloads than the next two largest podcast publishers combined according to Podtrack. As a reminder, the three segments of the podcasting ecosystem are publishers, distributors, and sales reps. Publishers control the content and as a result enjoy the majority of the economics compared to the distributors who have virtually no economic benefit and the sales reps who operate on razor-thin gross margins and are often unprofitable. From the beginning, our strategy has focused on the publishing sector of the industry, and the financial results of our business are evidence of the success of that strategy. Our leadership position in podcasting is, in part, the result of the power of our broadcast radio assets, which we have used to build new lines of business for the Company, starting with the iHeartRadio app over 10 years ago, our marquee live events business, and most recently, podcasting. Our broadcast radio assets uniquely reach 90% of Americans every month, which for context is twice the consumer reach of the largest TV network and three times the consumer reach of the largest digital-only streaming audio service, which is why broadcast radio is such a powerful tool for us in building new businesses. The intersection of AI and podcasting is also an area we have been focusing on as an important driver of future growth. And I'll give you three examples of how we're taking advantage of this evolving technology. First, strategically, we can use AI to finally cost-effectively translate our unparalleled English language podcast library into other languages, which creates the potential for global expansion and as another vector of earnings growth for the Company. Second, on a more tactical level, we're giving our sellers, who make up the largest sales force in audio, AI-enhanced tools to help them prospect and communicate with clients about podcasting along with radio and streaming products too. And third, we're utilizing AI to enhance our dynamic podcast ad insertion capabilities, helping us to serve the right message and the right voice for the targeted demographic, time, and territory in ways not previously possible with older technologies. In addition to our industry-leading podcast business, we also have the number one streaming digital radio service, which is five times larger than our closest competitor. We have the largest social footprint of any audio service by a factor of seven, and we operate 3,000 national and local websites to reach almost 120 million people in the United States each month, all of which represent additional opportunities for our advertising partners to interact with our highly engaged consumer base and provide additional revenue growth for the Company. Turning now to the Multiplatform Group, which includes our broadcast radio networks and events business. In the third quarter, revenues were 626 million, down 5.1% versus prior year and down 3.2% excluding the impact of political. Adjusted EBITDA was 162 million, down 21.6% versus prior year. The Multiplatform Group's third quarter adjusted EBITDA margins were 25.9%, and Rich will take you through the puts and takes of the Multiplatform Group's margins this quarter. The Multiplatform Group does continue to be impacted by some of the advertising uncertainty you've been hearing about. However, we've seen gradual improvement from quarter-to-quarter throughout the year, and we remain confident that the Multiplatform Group will be an additional growth engine for the Company in the advertising marketplace recovery. We continue to see substantial upside in our broadcast radio assets in large part because of our unique and unparalleled reach and scale, including our participation in the migration to data and analytics-infused planning, buying, and selling of media. Additionally, as ad-supported TV has suffered from their loss of audience, our broadcast radio assets, with 90% monthly consumer reach in America, is the only platform, along with Google and Meta, that can provide true mass market reach for advertisers. So, what does that mean for the bottom line? Today, over 30% of consumer media consumption in a day is audio, yet it is only 9% of total advertising spend, and we expect that gap to close and directly benefit our Multiplatform Group. As we talked about on previous calls, we expected Q4 to be the strongest quarter of the year for the Company. Although it is still on track for that, it will be weaker than we originally anticipated due to some dampening of advertising demand, which coincided with the uncertainty caused by the recent geopolitical events. Having said that, in some years, we do see significant last-minute advertising spend come in late November and December; indeed, it has in the last two years. However, since we can't predict it, it's not included in our guidance. As we look ahead, we remain confident that both the advertising marketplace and our company will be back in growth mode in 2024.

Thanks, Bob. As I take you through our results, as Bob mentioned, our third quarter 2023 results were at the high end of our previously provided adjusted EBITDA and revenue guidance ranges. Our Q3 2023 consolidated revenues were down 3.6% year-over-year, a little better than the guidance we provided of down mid-single digits. Excluding the impact of political, our consolidated revenues were down 1%. Our consolidated direct operating expenses increased 2.2% for the quarter. This increase was driven primarily by higher variable content costs, resulting from an increase in digital revenue, including third-party digital costs and profit-sharing costs, as well as an adjustment from previous years relating to certain music licensing fees. This increase was partially offset by lower compensation expense as a result of our ongoing cost savings initiatives. Our consolidated SG&A expenses decreased 1.6% for the quarter, primarily driven by lower sales commissions as well as the continued impact of our ongoing cost savings initiatives, partially offset by higher bad debt expense, an increase in trade and bottom marketing expenses associated with our events business, and higher variable compensation expense. As a reminder, as you make the comparison to last year in 2022, we paid minimal bonuses to our employees. We generated third quarter GAAP operating income of $69 million compared to an operating loss of $211 million in the prior year quarter. Our third quarter adjusted EBITDA was 204 million compared to 252 million in the prior year quarter, and at the high end of the guidance range we provided of 195 million to 205 million. Turning out to the performance of our operating segments. And as a reminder, there are slides in the earnings presentation on our segment performances. In the third quarter, the Digital Audio Group’s revenues were $267 million of 5.2% year over year, and they comprised approximately 28% of our third quarter consolidated revenues. The Digital Audio Group’s adjusted EBITDA was $94 million, up 19.6% year over year, and our Q3 margins were 35%, a year-over-year increase of 420 basis points. Within the Digital Audio Group are our podcasting revenues, which grew 12.5% year over year, and our non-podcasting digital revenues, which grew 1.1% year over year. As anticipated, in the third quarter, we continue to see improvements in the Digital Audio Group’s EBITDA flow-through and EBITDA margins. In the long term, we continue to believe the Digital Audio Group should be a 35% adjusted EBITDA margin business on an annualized basis. The Multiplatform Group's revenues were $626 million, down 5.1% year over year or down 3.2% excluding the impact of political. Adjusted EBITDA was $162 million, down 21.6% year over year. The Multiplatform Group’s adjusted EBITDA margins were 25.9%. The Multiplatform Group's third quarter margins were impacted by a couple of items. First, we recognized higher than normal bad debt expense. Second, in the third quarter this year, our flagship iHeartRadio Music Festival saw a year-over-year increase in trade and event revenues, which drove increased promotion expense and which have lower margins than our broadcast and networks revenues. And third, we had one more major event this quarter than we had in the third quarter of 2022, which drove incremental expense. The Audio & Media Services Group's revenues were $62 million, down approximately 20% year over year. Adjusted EBITDA was $17 million, down $30 million in the prior year, excluding the impact of political in the prior year quarter. The Audio & Media Services Group's revenues were down 7.4%. At quarter end, we had approximately $5 billion of net debt outstanding, and our total liquidity was $625 million, which includes a cash balance of $213 million. Our quarter-ending net debt to adjusted EBITDA ratio was 6.2 times. We remain committed to our long-term goal of a net debt to adjusted EBITDA ratio of approximately 4x. As highlighted on past calls, we have no material maintenance covenants and no debt maturities until mid-2026. We will continue to be opportunistic in responding to debt market developments. In Q3, we repurchased $89 million of the principal balance of our 8 and 3As, Senior Unsecured Notes at a meaningful discount to their par value, generating both earnings and free cash flow accretion. This brings our total repurchase of these notes to $519 million, reducing the outstanding amount from 1.45 billion to approximately 930 million and results in aggregate annualized interest savings of approximately $43 million. In the third quarter, we generated $68 million of free cash flow, and we also generated an additional $45 million of cash from the sale of our remaining radio broadcast towers, which we will use to pay down debt. Turning now to our outlook for Q4, as Bob mentioned before, and as some other companies have discussed on their earnings calls, we are experiencing some additional uncertainty due to recent geopolitical events, and that is captured in our Q4 revenue outlook. So with that in mind, we expect our Q4 2023 revenues to be down high single digits. As a reminder, Q4 of last year was the biggest quarter in the Company's history and was the largest political quarter of the year with $66 million of political revenue. Excluding the impact of political, we expect our Q4 revenues to be down low single digits. Revenue for the month of October was down approximately 8%. Turning to the individual segments, we expect the Multiplatform Group's revenue to be down high single digits. Excluding the impact of political, we expect Multiplatform Group revenues to be down mid-single digits. We expect the Digital Audio Group's revenues to be up high single digits, and we expect the Audio & Media Services Group's revenues to be down approximately 30% or down low single digits, excluding the impact of political. As a reminder, the Audio & Media Services Group includes catch TV, which experiences a significant swing between its performance in political and non-political years. Turning to adjusted EBITDA for Q4 2023, we expect to generate consolidated adjusted EBITDA in the range of $205 million to $215 million. And as Bob mentioned, any potential last-minute advertising spend in late November and December is not included in this guidance. From an expense perspective, in Q4, we expect to incur a bonus expense differential compared to the prior year, and we also expect to recognize additional marketing expenses associated with the expansion of our events business in the quarter, including our Jingle Ball holiday TV special moving to ABC, and the streaming of our iHeartRadio Music Festival moving to Hulu. I want to comment on the following items affecting free cash flow. We continue to expect our cash taxes to be approximately $15 million in 2023. Our estimate of full-year 2023 capital expenditures is expected to be approximately $100 million. As a reminder, this is substantially below our 2022 capital expenditures of $161 million. Cash restructuring expenses remain down year-over-year. We continue to be impacted by the current interest rate environment as approximately 40% of our debt is floating, but we are committed to opportunistically improving our capital structure and reducing our interest expense as the market allows. We generated solid free cash flow in the third quarter, and we expect that performance to improve in the fourth quarter, which is always our largest free cash flow generating quarter of the year. And as we look forward to 2024, we expect to generate significantly better free cash flow driven in part by an improving macro environment as well as the impact of political dollars which are collected upfront. In addition to our reported free cash flows, we also generated $45 million of cash from the sale of radio broadcast towers, which we'll use to pay down debt. As Bob mentioned, we expect 2024 to be back in growth mode as a reminder that 2024 is a political year. During the last presidential political year in 2020, we generated 167 million of political revenue. Finally, on behalf of the entire Senior Management Team, Bob and I want to thank our team members who work to deliver for their communities and for iHeart every day. Now, we'll turn it over to the operator to take your questions. Thank you.

We'll take our first question from Steven Cahall at Wells Fargo.

So first, just on what you're seeing in the ad market. So, Bob, you said you expect, you're confident, I think in a return to growth in 2024. I'm guessing that that comment is not just political, but there's some ex-political competence in there too. And Rich, you said you expect significantly better free cash flow next year driven in part by an improving macro. We've seen a few media companies now kind of back off trying to call for an improving macro unless it's something they're really seeing in their trends. So, I was hoping you could just give us a little more on your thought process here. Are you starting to see some green shoots or inflections? It sounds like some of the geopolitical stuff maybe could be a little bit of a near-term headwind. So just help us think about what's driving that confidence in the improvement in 2024. And then Rich, I don't think you all have any covenants. And I know you're retiring debt at a hefty discount. You do have a pretty big maturity wall in 2026. Quite a few broadcast companies actually have a lot of debt coming due in 2026. So, we're curious when you start those conversations what you think the tone of those will be? And then finally, just the housekeeping one, anything to read into the bad debt expense picking up?

Great. Well, let me start with the ad marketplace. I think there are two ways to look at it. One is subjective, one's objective. Let me start with the objective. I think in a recovery you generally see digital recover first. I think if you look at not only our digital, but look at the marketplace. You've seen the big guys go from negative to positive and pretty steady growth. So, I would sort of say digital is sort of already in recovery mode. I think behind that historically you see sort of TV recover next and radio next. I think with the TV and you asked the question about what others are saying. I think with the rather dramatic decline in TV audience and the accompanying advertising impact, there's an opportunity perhaps for radio to move ahead of TV in terms of that queue. And so from an objective standpoint, we're seeing the pieces falling in place. So that gives us confidence. On the subjective part, we are talking to advertisers and looking at their plans for next year and having those discussions. The general sense we get from most of them is that they're looking at ‘24 being back into growth mode for them and spending to support that. So, I think we are, again, the beneficiaries of that. So both the objective and the subjective lined up for us in terms of giving us confidence for ‘24.

So, I want to add a couple of points to what Bob mentioned. We saw a 5% increase in digital revenue in Q3, which aligns with Bob's comment about it being one of the first areas to show a rebound in confidential revenue. Our guidance for Q4 indicates high single-digit growth in digital revenue, which reflects not just words, but also data. Additionally, we experienced approximately 13% growth in podcasting during Q3. While we did not provide exact guidance for Q4, we anticipate growth will exceed what we achieved in Q3. In response to your questions, regarding bad debt expense, there's nothing unusual to report; it is limited to a small number of advertisers without getting into specifics, so there's no cause for concern. About our debt, we have no significant covenants, and we've managed well, reducing it to just over 900 on the 8 and 3As. We continue to keep an eye on the credit markets and are aware of upcoming maturities. We aim to execute our operating plan effectively, generate free cash flow, and seek opportunities to monetize assets, like we did with the towers this quarter, to help pay down debt. I can't speak for other companies, but looking at our operating performance, we feel confident about refinancing in a way that maximizes our capital structure.

We will move next to Jim Goss at Barrington Research.

I have a couple of questions. First, regarding podcasting, it is still growing, but can you explain its current position in the business cycle? Do you think the growth rate is slowing a bit, indicating that it may be maturing, or is this slowdown merely a result of current events impacting its momentum? The very strong growth typically observed in the early stages of development is obviously a key factor to consider.

We believe that podcasting is still in its growth phase and not close to maturity. While audience growth isn't about new listeners but rather existing listeners spending more time with podcasts, the statistics show that downloads are increasing, with more shows surpassing a million downloads each month. Every metric points to positive trends. Additionally, the podcasting audience is relatively young compared to talk radio, which tends to attract an older demographic. For our business, it's advantageous that approximately two-thirds of podcasting usage happens at home, in contrast to radio, where most usage occurs outside the home. Podcasting can be seen as radio on demand, similar to how Netflix represents TV on demand. The number of podcast users has surpassed that of the largest streaming music services, and we expect this trend to continue. We're optimistic about podcasting, especially given the recent reductions in uneconomic deals in the marketplace, which bring the economics in line with reality. This development should facilitate our ability to secure deals, and we aim to maintain our leadership as the number one podcast publisher.

Hey Jim, the only thing I might just build upon what Bob said and just go marry it back to Steve's question just a couple minutes ago. Remember, we're up approximately 13% in revenue in Q3 and podcasting, and I think I just mentioned that we plan to be or forecasting to be higher than that in Q4 in terms of the percentage. So, remember we're talking about an increase in percentage and we're also talking about, we're getting to bigger numbers. So, I'm not quite sure that there's any factual signs, at least from an iHeart standpoint that we see anything podcasting slowing down whatsoever in terms of the growth. The second thing I would say is that if you look at all the people that do projections in terms of revenue pies in North American advertising, if you go out three, four years and everybody's got kind of little different years and slightly different numbers, and you can all go read them yourself, whether it's e-market or the other people out there, but everybody's got podcasting like going to a four or five billion dollar pie of advertising dollars over whatever period of time, some of three, some of four. Even if those are not exactly right, just look at them directionally. And finally, I would just say that just remember, the podcasting industry in terms of big advertisers, well, consumers listening habits, big advertisers coming to podcasting, which is so important because that's where big dollars come from, big advertisers. That is really only a couple of years quite frankly in the making. So when Bob talks about the early days and we see no signs of anything slowing down. Look to listening what's out there with the consumers; I think it's something like 85% or some number close to that of people that start a podcast listen to all the way through. I don't think any of us have been running media companies for a long period of time have seen engagement at that level. And that's critical because that engagement is what's driving this dramatic growth in ad revenue.

Couple of other things. Political, I know you talk about reach, but video seems to trump reach in terms of attracting political ads, so local broadcast always gets the lion's share of that business. I wonder, you feel there's any risk to digital or other forms taking any of the political momentum you've tended to have because it's not the biggest category but it's an important category and very profitable category for you?

Yes, no, to the contrary. I think video has always been there, and anybody wants to see their faces has always bought video, I think. So now the only variable now is reach; at a certain point, they got to say if nobody's seeing it, they got to worry about getting their message out. I think finally people are really beginning to appreciate, I think with the success of streaming audio and the success of podcasting, the impact of the conversation. Indeed, I think probably most products, and by the way, most candidates probably it's not seeing their face. It's hearing the conversation about the candidate, and nothing does that better than broadcast radio. So again, I think if you look at the history of sort of growth we've had in political advertising in the 2020 cycle and 2022 cycle, I think we're encouraged that we're in good shape on political.

Jim, regarding your question about video and digital, I want to emphasize our capabilities from a broadcast perspective as we enter this election cycle. Our data and ad tech capabilities have significantly improved compared to past election cycles. We can effectively plan, monitor, and report on advertising campaigns, not only for digital but also for broadcast, which now has features that enhance it to resemble digital advertising. While it's not a direct one-to-one comparison, we offer multiple ways to engage and optimize. As we approach this political season, we have resources available that weren't in place during the last election cycle. This is a crucial point that shouldn't be underestimated.

Okay. Thank you. One last one, I know, you can't exactly create a concert movie like Taylor Swift's Eras tour, but you do have things that you put on ABC and Hulu as you mentioned, the Jingle Ball. But are there events you're creating that could be monetized with sort of streaming relationships where it might be something that's accessible on an ongoing basis with Netflix or something of that nature that could add to the monetization of those types of events?

The answer is yes, and indeed this year we moved the iHeartRadio Music Festival to Hulu. And I think that's a perfect example of the success of that. And again, we do a lot of other major tentpole events and we are wide open to that and really looking at where the consumer is and how do we reach them? And we always feel to get the audience monetization follows.

We'll move to our next question from Dan Day at B. Riley Securities.

So just wanted to push on the EBITDA guidance a little bit more. I think the presumption coming into this share was that the cost savings efforts, the real estate reductions you guys have talked about would at least stabilize the margin profile, even if we saw continued softness in the advertising market. It seems like you're implying a pretty big step down in margins here, Q4 kind of low 20s versus higher 20s in almost every Q4 you've reported. Just one of the things I hear from investors is that it seems like there's been a number of quarters where these items have mostly offset any fixed cost savings. So just any thoughts there when those might start to become more evident and any pushback you might give to that?

I believe the challenges we're facing are becoming clearer. I want to emphasize Bob's earlier comment regarding the current uncertainties in the advertising environment. This sentiment has been echoed in recent earnings calls for advertising companies. Offering guidance for Q4 and into 2024 is difficult. Bob pointed out that this is based on what we know at this moment. Historically, we've often seen a lot of business come in toward the end of Q3 and during November and December. This year, in comparison to last year, is particularly notable as we measure against last year's performance. When we analyze margins at both the MPG and audio media services levels, there’s a significant year-over-year difference in political revenue. Last year, we generated $66 million from political revenue, compared to around 60 million at MPG and in the mid-twenties at audio media services. Political revenue brings in extremely high margins, being our most profitable area. This revenue drop is significant. On the other hand, we also anticipate an increase in DAG, and we’ll enjoy some cost savings in Q4. Additionally, as a reminder, we initiated a $75 million cost-saving program at the start of the year, which began to take effect in Q2 and we expect to see benefits in Q4. We are regularly examining our costs. It's important to note that bonuses have returned this year, while we didn't pay significant bonuses last year. Lastly, our trade and marketing expenses related to the Hulu deals and the iHeart Music Festival, along with our ABC deal, are not comparable to last year, reflecting a unique impact even though the music festivals occurred in Q3, affecting Q4 as well. These are the key factors influencing our comparability.

One more from me. Higher-level question on podcasting. It feels like we've hit a tipping point where within podcasts, like a majority of them, the most popular ones seem to have some sort of video component to them typically like hosted on YouTube or some other platform in addition to that, like, more traditional audio-only format. So, I'm just wondering how you've played in that, whether that's impacting discussions with talent and your thoughts on this sort of hybrid audio-video approach that podcasting seems to be moving towards.

I actually disagree. I don't think podcasting is moving in that direction. While there are some shows that are hybrids, I don't see that as a broader trend in the industry. In fact, many people are surprised by how little interest there is in watching what they're listening to. Those coming from the video industry often assume everyone wants to see it, but that's not the case. People are cooking, driving, and engaged in other activities, which makes video less compatible. Everyone in video would love to tap into podcasting and many are trying hard to do so. We have some shows that are available in both formats, and if it's the best approach, we can certainly pursue that. Currently, adding video does not significantly increase the cost, and we're focused on finding the best way to generate revenue.

And one last thing, I may just say that, look, if you look at what our revenue growth is both through the nine months and then what I just talked about Q4 also, just be reminded; as we've said, podcasting is accretive to the overall company’s EBITDA. So you look at what Bob just articulated, that is our overall part of our podcasting strategy. I think it's hard to argue that we've not on the right strategy that we've enjoyed pretty good success in the podcasting both on revenue and also, most importantly, driving it to the bottom line for the benefit of shareholders and profitability. So with that, I'd like to thank everybody for listening to the iHeart story. Bob, myself, and the rest of the management team we are available for questions and follow-up, and appreciate everybody's time and support. Thank you.

And this concludes today's conference call. Thank you for your participation. You may now disconnect.