Welcome to the Cumulus Media first quarter earnings release conference call. Please note certain statements in today’s press release and discussed on this call may constitute forward-looking statements under Federal Securities Law. These statements are based on management’s current assessments and assumptions and are subject to a number of risks and uncertainties. Actual results may differ materially from the results expressed or implied in forward-looking statements due to various risks and uncertainties or other factors. I would now like to introduce Mr. Lew Dickey, Chairman and CEO of Cumulus Media.

Thank you operator and good afternoon everybody. I appreciate everyone taking the time today to join us for our first quarter update. Also joining me today is our CFO Jay P. Hannan. Today we’re going to update you on our first quarter performance, we’ll briefly discuss the revenue outlook for the second quarter, and also share an update on some of our various initiatives including SweetJack.com. I’ll also highlight some of our recent M&A activity, give some more color on an acquisition/divestiture we announced last week. Starting with our Q1 pro forma revenue, that’s Cumulus combined with former CMP and Citadel, the net revenue was $245.3 million which was down $8.9 million or 3.5% from the pro forma Q1 results from prior year. This includes both cash and trade revenue. While we did experience generally softer advertising demand in the latter portion of the first quarter, some of the overall decline was a result of 2 very isolated factors. First, the brief advertiser boycott of the Rush Limbaugh Show which was taking place just about the time we announced earnings last quarter. We have Rush in 38 of our markets and from the legacy ABC markets, most of our largest markets have Rush in the show so we had a great deal of exposure to Rush. That combined to about a 1% decline for net revenue in the quarter so, it was a couple million bucks and we got hit both on the network side as well as on the local station side. It will likely have a similar affect in Q3. We see this now abating into June but March, April, and May and May to a little bit lesser extent but certainly March and April were both hit pretty hard by this. We expect things to return to normal however, in the fourth quarter. Second, the reduction in trade advertising on the acquired Citadel stations which had a much more liberal trade policy than we do at Cumulus, contributed another 0.5% decline for the quarter. We also look for that trend to continue through the rest of the year. It doesn’t impact cash but it is on barter. The rest of the year it will cycle through. There were some pockets of strength that we found encouraging in the quarter such as the wireless services which has been pretty much non-existent for pretty much the last 6 to 9 months, was up 6.5% for the quarter. We also see positive growth in auto which was another plus for us. In addition the early read that we’re getting on political continues to reaffirm our forecast of $30 million for the year, most of which will fall from Labor Day on. On the cost side, we continue to make excellent strides in executing on the acquisition related expense synergies. If you recall, we announced as part of the Citadel acquisition which closed on September 16 last year, we had targeted $51.9 million in expense synergies to be fully executed in the first year of operation. As I mentioned last quarter, we were able to execute on 100% of that amount in the first 100 days. Also, as we talked about last quarter, we anticipated realizing in the income statement between $11 and $13 million of that amount in the first quarter. I’m pleased to report that we exceeded that guidance, having realized a total of $14.8 million of those synergies in the first quarter. Of that amount, about $3.8 million was corporate expense savings. Now these accelerated expense synergies drove pro forma adjusted EBITDA higher for the quarter by $8.3 million which is 12.2% gained to approximately $76.9 million. This further resulted in a 94.5% growth in free cash flow totaling $37 million for the quarter. At this point in the transition, the majority of the integration of the former Citadel stations is now behind us. Further, we will wrap up the migration of all of the acquired stations on the Citadel platform onto our proprietary technology platform by the end of the second quarter and we will have completed the rest of the integration with our sales operating systems and proprietary CRM Engage by the end of the third quarter. We’ve really built a true platform company with multiple growth drivers including compelling new content and business development initiatives. Just 8 months into this process now, we are ahead of schedule on all fronts and highly optimistic about the potential value creation for our shareholders, resulting from this transaction. As you may also recall, as part of the Citadel transaction, as part of it, we simultaneously closed on a large global debt refinancing of $2.9 billion. The long dated maturities on a CoV-light [ph] structure provide Cumulus with a tremendous amount of financial flexibility moving forward and derisk the equity. Moreover, it eliminates any need to return to the credit markets for some time unless it is accretive to do so. We also closed the quarter with covenant leverage of approximately 6.76x and anticipate accelerated deleveraging going forward using our strong free cash flow generation. In the first quarter of this year, we made $54 million of debt repayments against our senior debt, adding to the $50 million of repayments we made in Q4 of 2011. Now, looking ahead into Q2 of this year, our revenue is currently pacing flat. Including in this however, is $2.2 million of Dodger’s billing in 2011 which is non-recurring and that is included in this number so it’s actually is a little bit better. Note, we will also face a $2.3 million Dodger comp in revenue in the third quarter. We elected not to compete for the Dodger’s renewal because KABC lost $1.5 million on the Dodger’s $4.5 million of billing in 2011. It didn’t make sense for us to book the revenue and take the loss. Thus, we’ll have a negative revenue comp but positive EBITDA comp that will be spread out over 2Q and 3Q. Additionally, we anticipate realizing $13 to $15 million of merger synergies in Q2 which should result in another quarter of strong double digit EBITDA growth for the company. As I mentioned, political advertising has not yet been a factor to date in 2012 but we continue to be encouraged by reports of forecasting activity in the second half of this year. As we have guided again, we are forecasting $30 million of net political revenue this year. Moving on to other key initiatives in the company, last December we announced an innovative new partnership with Clear Channel to bring SweetJack.com Daily Deals initiative to 200 cities nationwide. This partnership provides Cumulus with the broad national distribution needed to attack the roughly $3.5 billion and growing Daily Deal market. By utilizing our existing local infrastructure, our strong listener relationships, and the ability to reach the SMBs through our top notch sales force, SweetJack is poised to develop in 2012 as a high impact brand in the Daily Deal space. Additionally, the partnership with Clear Channel provides for the streaming of our entire owned and operated group of radio stations on iHeartRadio which is a content aggregation and custom playlist platform that competes directly in the developing Internet radio space. We’re excited about the additional exposure we will receive through the iHeart platform and we are poised to capitalize on the incremental monetization potential of these digital assets which, quite frankly, is virtually all upside for our company. Now, we plan to officially launch our partnership with Clear Channel by June 1 and complete our nationwide 200-market roll out of SweetJack by year’s end. We’ve been very busy behind the scenes scaling our business and preparing to begin this launch. Though we expect to generate revenue in the back half of the year, the primary objective for this initiative in 2012 is to scale the business, assemble a great team and in essence, build the brand awareness and the adoption of SweetJack. From the outside, this is a business that looks simple but again, at scale, this is an enormously complex enterprise to run and manage and build out, which is why we’ve been, I would say we’ve been very methodical about ours staffing and building this business up and devoting a lot of time to it before we commence the actual rollout which we say will be in essence towards the end of this month, we’re calling it an official June 1 start. We’re off to a very good start but we have a lot left to do to execute this model and the rollout over the rest of this year. It will be no small feat but when we’re done, we will have quite a platform that we expect to do great things with in ’13 and beyond. On the content side, we announced some important additions since our last call. As we continue to build out our network, the Cumulus Media network stable of content assets, I’m pleased to report that Governor Mike Huckabee’s show is now nearing the 200 affiliate mark and is off to an excellent start. In addition, we launched a new traffic network to compete against Metro Traffic with Radiate Media, formerly NAVTEQ, under the brand of Right Now Traffic. This new launch is already exceeding its projections and we expect it to be a growth driver in 2013 and beyond. We also have some exciting new content projects that we’ve announced with Dr. Sanjay Gupta and this will be particularly helpful to help all of our stations and our network affiliates better penetrate the lucrative healthcare category that radio has not gotten its fair share of. This is an icon in the industry that is already starting to attract good sponsorship dollars and will be an excellent vehicle for local stations to get started and start to penetrate that category. As well as we have another -- an exciting evening show for our top 40 stations as well as all of our affiliates with online phenomena, Perez Hilton, who will shake up that space and we believe drive some meaningful revenue for the business. On the M&A front, moving along, we announced last week a strategic station swap with Townsquare Media, whereby we will exchange 55 stations in 11 of our smallest markets with Townsquare in return for approximately $116 million in cash and 10 stations in Bloomington and Peoria, Illinois. The transaction is part of our ongoing plan to focus on radio stations in the top markets in geographically regional clusters. It will enable us to focus on accretive large market consolidation as well as further deleveraging of our balance sheet. In addition, today we also announced the acquisition of 2 heritage 100,000-watt FMs in Pensacola to fortify our strong regional position in the gulf markets of Mobile, Pensacola, and Fort Walton Beach. It’s WMEZ and WXBM. We expect to close the Townsquare and the [indiscernible] transaction in Pensacola, both of those by the end of Q3. With that I’m going to turn it over to JP and then we’ll open it up for questions. JP? J. Hannan: I have just 3 topics to briefly cover today to supplement the financial overview that Lew just gave. First, with regard to the Townsquare transaction we announced last week, as Lew stated we anticipate this closing to occur by the end of Q3 of this year which means we will not be receiving any funds or other assets from this transaction until that time. The transaction contains 2 elements, a like kind exchange for certain stations and a taxable sale for the remaining assets. We believe we have significant tax attributes to offset any taxable gains resulting from this transaction. Therefore, we anticipate the entire amount of proceeds being available to us for other corporate purposes following closing. Under the terms of our credit agreement we have a 12-month period in which to enter into a contract to reinvest these net proceeds into other useful assets or we can prepay first lien debt at our option. Second, capital expenditures for the quarter were $1.1 million for the company. Generally CapEx is usually significant lower for our company during the first quarter of each year as we plan out capital projects for the balance of the year. We are maintaining our full year 2012 guidance CapEx of $15 million. Now finally, I would like to direct everyone’s attention to the supplemental unaudited pro forma information we provided at the end of today’s earnings press release. This information is intended to provide you with increased transparency into the newly consolidated company by providing you with information about each of the CMP acquisition, Citadel merger, and related global refinancing might have affected our historical consolidate quarterly financial statements during the year ended December 31, 2011 if such transactions had all closed on January 1, 2010. This supplemental unaudited pro forma financial presentation is based upon currently available information, estimates, and assumptions that we believe are reasonable as of today’s date. However, many of the factors underlying this pro forma presentation are subject to change until the purchase accounting for each of these transactions is finalized. While we’re very far along in the process, regulations allow us one full year to complete these purchase price allocations. We’re being very methodical and precise in our approach to best account for these large, highly complex transactions so this will continue to be an open item and subject to change into the next quarter. Further guidance on changes from previously released pro forma presentations can be found in footnote H of today’s supplemental disclosure. Now, it should be noted that none of these changes in pro forma presentation affect any prior actual financial results of Cumulus Media. Now with that, we’d be happy to open it up for questions.

[Operator Instructions] Your first question comes from Bishop Cheen with Wells Fargo.

Just a couple of questions and I will pass it on, the Panama City/Fort Walton Beach transaction, you said that was announced today?

Yes. We signed it on Friday, Bishop, yes.

I missed that, could you remind me again the price on that?

We’re buying the 2 stations for $6.5 million in Pensacola.

That’s fine. Alright, I think JP, you were very clear, none of the pro formas, Panama City, or Townsquare swaps, or whatever is reflected in the pro forma provided today, correct? J. Hannan: No.

One question to the balance sheet, just thinking forward to Q3, when you get the proceeds in, moving down the cascade, correct me if I’m wrong, if your revolver is zeroed out, and I know you’ve been paying down the revolver, would you then have access under the restricted payments clause to do the, I believe, maximum of $75 million face pay down of your preferred stock? J. Hannan: We intend to begin paying down the preferred at the end of the year, regardless of the Townsquare transaction. We have that $75 million basket, some of which is eaten up by the dividends paid out on the preferred, but we intend to begin paying off as much as we can at the end of the year and then following up at the beginning of next year and hopefully finish that off...

Does the revolver 0 balance act as a trigger or a necessary trigger for that to happen?

No. Bishop, the game plan is to have the pref out by the end of first quarter next year. So as JP said, we’ve got a basket and so we will do what we can with it this year and then the rest in the first quarter next year.

I mean just broad stroke I’ve been kind of doing $75 million this year as a remainder, $50 million next year on the face and I know it can mix and match differently but in a vacuum, that’s what I’ve been using so you tell me if I’m committing any felonies.

No, never. J. Hannan: I think you’re in the right target area.

Your next question comes from Aaron Watts with Deutsche Bank.

Lew, I was just curious, I think on the last call you told us you were pacing around flat and I know you laid out that Rush was kind of a surprise effect on your percent of growth and you had the trade revenues hit you for 0.5% but it still seems like you were down even despite those factors. Can you just talk about kind of general environment away from that? What other categories kind of surprised you to the down side and how you feel about those core categories now for Q2 and moving forward?

It was a pretty tough March and April, Aaron. We saw auto was pacing up and it came -- it was, auto finished positive for the quarter but it was pacing a lot better at the time. We also saw the same thing with home improvement and some of the entertainment categories and everything just sort of came down off of where the pacing was. So obviously, when we get on and give pacing information it’s a week old at that time and then we were in a pretty material deceleration that lasted really through April and we see things starting to return to normal here in May which is why we said even in spite of a pretty tough April we see our pacing as flat. That includes, by the way, the Dodger’s comp that we mentioned. So between Rush and the Dodger’s comp we’ll get hit pretty hard in the second quarter by that and the pacing is still flat including all of that so there is a good opportunity that if things continue at this pace that we could potentially get positive and we would expect to be positive if you excluded those we would expect to positive in the quarter.

How about sort of thinking about the national environment versus the more local revenue stream for you and maybe this is a big market versus a smaller market question, but how does that feel if you can contrast those right now?

Well, local is leading the way and we’re making some good progress, particularly in the retail and automotive categories on the local side. National, the feedback that we’re getting from cats is we should see things start to pick up through the rest of the year. We’ve seen a pattern in the last month of the quarter of some Fortune 500 marketers sitting on their wallets if you will and bringing in their own quarter so it’s tough to say what’s going to happen in June, we’re not there yet. But, it looks like things are getting a little bit better on the national front. But, this is clearly being led by a good, steady improvement in local with retail and automotive across the board.

On national just one other question I had there, I’m curious what you think about this, with those big advertisers that are sitting on their wallets, do you get any sense that there’s money shifting away from national and being committed to digital budgets or do you think it’s more just a natural lull in national right now and it’s going to come back to you?

Well I think -- listen, it’s a competitive marketplace today and so advertisers have a lot of choices and so I think there’s also a lot of experimentation going on right now. Anybody who has been focused on the Facebook IPO has been reading about a lot of these things and so what -- CMOs are looking at social, they’re looking at experimenting with different things online but, by the way, it’s coming out of all dollars. If you read some of the large brand advertisers, I’ve read several quotes from Fortune 50 advertisers, saying they’re moving money away from television and they’re going to try some things in social or digital. And I think that there’s a lot of experimentation going on and I think that it is way premature to look at this and say there is a wholesale secular shift going in any direction. I think there is experimentation more so than any really strong conviction about any particular area. Ultimately, all of this will be a media mix. What radio has going for it is its tremendous reach and that has basically been unabated and so radio’s tremendous reach long term and its very efficient CPMs are going to hold it in good stead [ph] , and its ability to target specific demographics. So radio is one of the few mass mediums, the one of many, which is great for branding and it’s the most efficient way to brand. It’s one of the few mediums left that has any real reach when it comes to 18 to 49 year olds or 25 to 54 year olds and so you’re not seeing that in much of television and cable, and certainly not in newspapers. And as you know, most of the Internet advertising is directed at monthly uniques and it’s anybody and so in order to really target the desirable demographics be it 18 to 49 or 25 to 54, radio still has a tremendous story to tell and it’s a very efficient vehicle with extremely low production costs, which means media goes further. So we’ve got an excellent place in the mix and it will always be a mix and that’s what everybody has to keep in mind. I mean, you have a dollar to invest to tell your story, to execute your marketing communication story, how best to invest that dollar and it’s going to be a bunch of different ways that you can create an optimal mix and so radio has a definite place in that mix and it’s just a question of making sure that radio becomes a medium that is easy to buy when advertisers continue to cut on their end and medium shops [ph] continue to try and leverage human resources on their end and we’ve just got to make our medium as accessible and easy to buy as possible. That’s not a comment on the efficacy of the medium, it’s more of a comment on industry structure and how easy is it to buy. So as the business continues to consolidate and technology is -- and obviously, we’re very focused on that front, and technology enables this medium to be easier to access, those are all going to be good things for the medium. But the long term efficacy and therefore the sort of secular importance of it should be in pretty good stead for all the reasons that I just articulated.

Your next question comes from Avi Steiner with JPMorgan.

A lot of them have been asked already so hopefully most of these will be pretty simple. Auto in the quarter, can you tell me what it actually did in percentage of revenue that’s auto related right now?

The auto for the quarter, Avi, was up 2.5% and the percentage of revenue was 12% for us. Obviously, that’s down from a high of 17.5% and at the low point got down into single digits.

Then I assume all the debt repayments, and if I missed this I apologize, I assume all the debt repayments went straight to the revolver. Can you confirm that and tell us where cash is at quarter end and am I still right to think that the revolver will be gone by midyear, early third quarter? J. Hannan: $50 million went to the revolver and about $4 million of that went to the first lien. That was the required amortization on that piece. Cash was about $31.6 million at the end of the quarter.

Okay. Helpful. And just broadly, am I right about the revolver balance early third quarter?

Early third quarter? Probably certainly in the third quarter.

Okay. Don’t want to hold you to anything, that’s fine. Synergies realized to date, just if you can help bridge me from when the transaction was officially closed? J. Hannan: It was about $10.5 million actual synergies realized in Q4 and $14.8 million this quarter.

Okay, that’s very helpful. And then on Clear Channel’s call the other day they talked about investing in iHeart, are you part of any of that or expected to contribute into any of those dollars invested in that platform?

No, that is their platform. In essence, we are participating with them by affiliating our stations and airing our streams on their platform but they’re making the investments, they’ve got the product roadmap, and the strategy for that platform. I think they’re doing a nice job with it and I would look at some point for other broadcasters to come on board with that and I think they’re going to build a terrific content aggregation vehicle for all the existing broadcasters for it to be a one stop. That was really the thing that was most attractive to us about that is we felt the technology was extremely sound for both content aggregation as well as the custom playlist. We felt that by creating the network affect and bringing all the broadcasters on, which I believe is their vision, it has the best chance of really being a native app on devices and in autos which should give it the right kind of digital real estate on the dash and so it makes an awful lot of sense.

Not to have you speak entirely for them, but is that what we’re waiting for until we kind of start putting in place a plan to actually monetize what you guys are doing?

Well remember, with all of our radio stations, we have about 30 million units in prime to sell every year and so we’ll have those same 30 million units to sell digitally on the stream. So we’re now -- we view iHeart in essence as a large cable system if you will, it’s an aggregator and a distributor and so by having that app, if you will, be on devices and in cars it just makes it more accessible and we will then be able to stream or distribute our channels, our stations if you will, digitally and we have all of that inventory to monetize. The reason I mentioned in the prepared remarks that it is virtually all upside is because we have virtually no money coming in right now from those because we haven’t had the technology in terms of a standardized or consistent platform on which to stream this to be able to take those audio ads to market and even traffic them effectively and so we now have that or will have that over the next 30 to 60 days, so call it in the back half of this year, we’ll be in a position to start moving those 30 million units of digital audio and starting to monetizing those. So, the monetization is really up to the individual broadcasters on how they’re going to -- because you have pre-roll as well as you have the digital ads in program so that’s really up to the individual broadcasters or the participants who affiliate on iHeart radio. So we haven’t talked much about that but it’s one of the things that we’re busy sort of beavering away here is working on our digital monetization strategy for our content assets which would be our station websites and our 30 million units of streaming inventory plus our pre-roll. So we’re working on various strategies now to make that an impact and start to go to the marketplace and compete and that’s separate obviously from our local eCommerce strategy which is the other half of our digital, if you will, which is the SweetJack which is really a technology platform that will be kind of a CRM if you will, for all the SMBs that are out there. So we’ll put a stack of services on top of that including the Daily Deals site long term. Right now, the plan is as we develop these other services, the plan is simply get this thing rolled out and fully distributed in 200 cities and create the brand awareness in those cities that is required to execute our national strategy for promotion and sampling with SweetJack as well as the local on the Daily Deals site, plus the incremental services that we’ll be able to offer to the SMBs as we ramp our sales force. I mean, there’s an awful lot going on. You’ve got all of the -- whether it’s the sales, it’s the production, it’s content, it’s logistics, it’s technology, so there’s a lot of different things that we have to work on in order to bring this to market and execute it properly and that’s what we’ve been focused on behind the scenes here.

Last one real quickly, just a clarification on guidance, was that excluding some of the factors or including? I just didn’t catch that.

Flat pacing includes those, so if you take those out we’ll be doing a little bit better than that to the tune that we mentioned. But, all that’s lumped in to give us the flat pacing as we sit here today.

Is Huckabee contributing anything at this point or no?

We’ve got some business on the books for him, yes we do, but I mean it’s really because of when these contracts air and so forth, the majority of it is in the back half of the year. But, we’ve got 7 figures booked on it already for the back half of the year.

Your next question comes from Lance Vitanza with CRT Capital Group.

A handful of questions, first on the free cash flow. It looks like you had $32 million of cash you said, versus $31 million at the end of last year, you paid down $54 million of debt and perhaps you paid some preferred dividends as well, I’m not sure. So you report $37 million of cash flow, that number looks light, is that just the timing of the bond coupons or is there anything else going on there? J. Hannan: The interest on the bonds were paid just this week -- or last week, actually. So some of it is timing there. Again, that is pro forma free cash flow, the number that you’re looking at on the front page. There were some other factors in there I’d advise you to go deeper into the press release and there’s a reconciliation there.

Could you repeat the comments regarding Rush, the amount it cost you in the quarter and what you expect that to be in 2Q and 3Q?

A couple million dollars in the first quarter and a couple million dollars in the second quarter.

And nothing in 3Q?

No, it’s largely gone now. June is pretty much back to normal.

Then the Dodgers, I think you said, was about $2 million in 2Q and then $3 million in 3Q, is that right?

Well, $2.2 in 2Q and it’s $2.3 in 3Q so $4.5 total, Lance and there was actually about $600,000 of Dodgers money in March as well. That is also part of the problem in March. [indiscernible] we didn’t talk about that but there was about $600,000 of Dodgers money in 2011 that we didn’t get in March of this year as well.

Then I think you said the Rush impact was a 1% sort of variance, relative to your year-over-year comp. You’re down about 3.5% year-over-year, you were pacing I think, roughly flat as of the last earnings call, I know you talked about some of the other items and we’ve just gone through them but is it possible to quantify or to bridge from that down 1% that you would have been if it was just Rush to the down 3.5% that you reported?

You have Rush for about 1%, you’ve got trade for 0.5%, you’ve got Dodgers that whatever that number would be 0.03%, 0.04% in the quarter, and then you had a pretty significant deceleration for the last 3 weeks of March and into April. Remember pacing is not pipeline, pacing is if you continue to book at that rate and well, we certainly didn’t continue to book at that rate so there were cancellations as well as decelerations in the last 3 weeks of March.

Understood. Then lastly, with respect to the Citadel properties, it looks like you’ve done a great job cutting costs. What about on the revenue side? It seems to me the easier part of the equation would be getting the costs out. Do you think you’ve got the revenues up to full potential there or would you expect that there will be more progress as you roll through the balance of the year?

I would say that when we got a hold of these things, particularly in the larger markets, the legacy ABC stations, the trajectory was downward in terms of performance both ratings and in revenue. So clearly, as we had kind of indicated, in essence the top 10 markets out of 120 markets, the top 10 markets -- ex the top 10 markets in the group, the rest of the platform was positive. So some of this, I should say a great deal of this, is getting these top markets turned and that’s what we’ve been intensely focused on which is why you’re seeing some of the content initiatives that we’ve put forward to put some new shows on the air, to do some tweaks on some of the FMs; KOLS for instance, in Los Angeles was ranked in the 20s. In the latest book now we’ve got it top, I think it’s 4th in adults, 25 to 54 so it’s moved forward dramatically. The same thing, our Washington stations have been a big miss, they’re moving forward, WLS in Chicago, the FM is in the top 3 or 4, 25 to 54 and now got as high as #2, I believe and so you’re seeing pretty significant moves in a lot of these large markets in ratings over the last 90 days after our team has had a chance to get I and make some real impact there. So those have been very helpful and we should start to see the benefit of those in really 3Q and 4Q from those turnarounds. So I’d say this was -- remember, there was a lot going on with this integration to pull this all together and I would say a number of these markets needed a lot of care and feeding and we’ve been able to make some impact here but we’ve only been at it for 7, 8 months and have already seen a pretty big move. We had to attack the expense side and get the business right sized which we did and then some and we’re ahead of schedule on that and as I said, what we see now in terms of some of this ratings performance in some of the markets we’re off the most has been very encouraging and we look for continued improvement in those markets. So it’s kind of a tale of 2 cities in terms of performance and the larger markets are turning now and that should be very helpful to us.

Your next question comes from Amy Yong with Macquarie.

Can you help us think through 2012 top line growth pro forma for the 2 deals? Do you think 4% to 6% growth for the back half is still doable? But also, are there any other underperforming stations you’re still thinking about shutting down? I know you recently shut down one station in D.C. Then last question, just a quick housekeeping question on share count?

4% to 6% growth in the back half of the year, in that range for 3Q and 4Q based on what we expect in political and starting to monetize some of these ratings gains that we’ve seen as well as our content initiatives that we’re seeing through traffic and Mike Huckabee and other initiatives that we’ve put in place, and other things quite frankly, that we’re working on, we believe is definitely doable. You mentioned shutting down any stations, what we did in Washington D.C. was we simulcasted WMAL on an FM and so we didn’t have the luxury of having a spare station hanging around but WMAL’s signal was challenged enough that we wanted to have strong distribution in suburban D.C. and the station is starting to move nicely in the ratings and take advantage of that. There’s always a lag in the billing based on the ratings and so we made the calculated decision that we were going to sacrifice a billing property which we did with our classic rock station there to improve the distribution of Big Talk AM in the Nation’s Capital. It will prove to be a good long term decision. Obviously, it’s a big negative comp in the near term. So, those types of things, we don’t talk about that a lot but as you bring it up, that is a big negative comp right now on the revenue and D.C.’s performance has been down as a result of that because we basically shut down a billing radio station that was billing $4 million to $5 million a year. So that’s something we’re comping against as we build it up. We believe it was the right decision and we’re starting to see nice ratings increases on WMAL and we have a new manager in place there to take full advantage of that so we’re very confident in our decision there and believe it will be the right decision to create value long term.

Just really quickly on share count if you can just go through that? I think the last time you were on the call you said 214 million is the right number to use? J. Hannan: It’s about 217 million right now.

Your next question comes from Michael Kupinski with Noble Financial.

I just have a couple of quick ones. Going back to the auto category, it’s a little smaller than I would have expected at 12%. It seems a little lower than averages and I was just wondering is there any particular reason why auto as a category might be a little lower for you?

It got hit pretty hard. As I said, it was as high with legacy Cumulus it was 17.5% in the larger markets. Now, we always saw, for instance in the Susquehanna, the CMP markets, it was 4 or 5 points lower than that. Then obviously the Citadel would be 2 companies, ABC and legacy Citadel and I’m sure, I haven’t seen the numbers on the 2 broken out but I’m sure the balance is similarly you’ve got the larger markets are a little bit smaller than the smaller legacy Citadel markets. So overall, we think it’s low and it’s moving up. Steady state, should it be in the 13% to 14% range? I absolutely believe so and I think somewhere in that 14% is where we’re targeting to have this so there’s definitely room for movement from here and we expect it to get there.

Television appears to have some strong momentum from that category right now. Do you think this is one of your top categories to focus on and that could accelerate revenue growth particularly from auto dealerships? And also, do you expect a benefit from some television displacement from this category as we get into Olympics and the political season?

Well yes. Remember, a lot of the TV ads would be national and then the regional dealer groups that are advertising -- in terms of the local dealers, radio does very well and that’s the bulk of our business there and we expect it to continue to pick up as car sales do and the dealers are healthy. In terms of the displacement, the crowding out effect from both Olympics and political, it’s real and it will help us with both pricing as well as attracting some of the clients that simply either can’t get on -- I think it’s going to be a particularly fierce campaign season and it’s going to be -- and television obviously gets whatever percent, 85% or so of that money, the bulk of it is obviously going to TV and so between broadcast television and cable, it’s going to be difficult to get out of the way of it and I think there are just going to be advertisers who, as we basically see it in every cycle, that don’t want to be in essence, in the middle of that and will look elsewhere. We always see sampling and people trying -- a lot of these on the local front, a lot of these clients experiment and do different things anyways. They’ll be on television for a while and then they’ll come off and do radio, then they’ll go off and do cable, and then they’ll go and do something else, or go and do an outdoor campaign. So they move around quite a bit and this is a good excuse for them to move into our medium as well as others. So I think that you will see that in the political season and this one could be particularly nasty and create an environment where more people will want to get out than not so we will see.

And Lew, in terms of, most radio stations last year were adversely affected by the telecom category as well. I was just wondering if you were as affected as others and if so what would you cycle against that?

As we mentioned, we just saw the first pick up in that, which was 6.5% in the first quarter. It was a tough 2011 in that category for us and so hopefully this is harbinger of increased spend here this year. The AT&T mobile merger, they kind of went pencils down on this and then I think some of the competitors took advantage of that to do the same and it’s starting to get competitive again. A lot of new models, a lot of new handsets, a lot of new plans, and it’s a very competitive business and so we’re optimistic that Q1 is a good indicator here and that we’ll see increased spend here this year. It’s actually a pretty easy comp against 2011 and we look for more growth on that.

How significant is the telecom category for you? I mean, what is the percentage of revenues?

Well, it’s been all over the map. We’ll get the exact percentage from the quarter here in a second. J. Hannan: It’s about 3% of our overall revenue.

It’s been as high as 5.5%.

Then you indicated some positive indications about political advertising but yet it’s been somewhat soft so far. Is your confidence related to business that’s already been booked in the second half or is it just reading the tea leaves at this point?

It’s our discussions with the agencies that place the business and with the RNC and DNC raising the money so in essence the forecast on funds raised and how much is going to ultimately be spent and we have a sense of what share of that radio should get and Cumulus with -- we have, there are basically on the -- obviously it’s a national election as well as a series of local elections and issues. On the presidential side, there’s 14 states that are really in play and we have a presence in virtually all of them and so we really put ourselves in harm’s way to do well on the presidential side plus all the senate and gubernatorial races and then obviously all the houses are open. We think it’s going to be a very active season and a lot of money is being raised, and we’re in a good position with our mix of assets both in the states we’re in and the types of formats that we compete in that generally have likely voters, or highly engaged segments of the electorate that typically attracts a lot of political dollars.

My final question is about the pacings for the second quarter, just to kind of go back to that one more time. Do you offer sequential monthly trends in the quarter how that was looking? I’m sorry if I missed it if you said what it was.

We did not. Like we just said we’re pacing flat for the quarter including the negative comp we mentioned on the Dodgers and so that’s embedded in that and obviously we had our mishap with Rush. As I said, we don’t want to get into a whole laundry list of things like the reformatted station in Washington and things like that, exactly how much -- we’ve got large portfolio stations, we’re always going to have some issues and things that are going on when some things are -- and there’s always going to be reformatting of stations in a large portfolio, when you’re doing things strategically to position yourself for growth. So it has not been our habit to itemize those and go through it. The Dodgers, because that is something that is clearly not in the ordinary course of business, it’s $4.5 million of revenue that we’re not going to see in Q2 and Q3 and it’s not coming back. On the flip side, it’s a very positive comp on EBITDA that will lead to the good of $1.5 million as a result of it. Then the Rush thing was kind of a business tsunami that hit, we had exposure to it and the guy has been on the air for a long time, no issues, and this came up so it kind of caught everybody by surprise. On the flip side, it was fortuitous in that it put some wind in the sails of an important content initiative for us in Governor Huckabee’s show and that’s off to an excellent start. So again, that’s just sort of disclosure on what we have in front of us.

Your next question comes from Michael McCafferty [ph] with Shenkman Capital.

Lew, I recall, I think it was third quarter last year when you were talking about the slowdown that we had at roughly this time last year. Obviously, that was triggered by the events in Japan, but you described I think, it was in the month of June in particular last year, business just really kind of hit a wall and I was just hoping you might contrast what you guys experienced, heading into last summer with some of the slowdown you guys experienced in March of this year and similarities, differences?

That’s a good question. Clearly, things -- it almost happened a year ago as well when people thought things were getting -- it looked like it was a bit of a head fake and the year was off to a pretty good start in January, February and then things slowed down pretty dramatically. We sort of saw a replay of that and so March and April, we saw a lot of deceleration in March and then it continued on into April and then it looks like it’s starting to turn around here in May and June. As we sit here in early May, it’s the 7th of May, it’s too early to forecast June; it’s a short cycle business as you know. But I do think that what we saw in March and April seems to be abating and things seem to be getting a little bit better here. But, as you know, it’s a very capped recovery all the way around and we’re exposed to the consumer and so there’s a lot of uncertainty and as long as that’s the case, this is not a -- nobody would characterize this as a robust recovery across the board with consumer spend and job growth. So in this environment, you’ve got to watch expenses very closely, you’ve got to have a strong business development effort, you’ve got to run as efficiently as you possibly can. We’re fortunate, we have an excellent capital structure, we’re generating a lot of free cash and we’re investing in what we feel are very important strategic initiatives to create incremental growth for this business. Be it our local eCommerce business which we think makes a lot of sense as well as our incremental investments in content initiatives that we’re able to distribute through our network which gives us another added dimension here to continue to grow our business. I really think we’re doing a decent job of executing, the team is working very hard and I’m cautiously optimistic about our prospects here for the rest of this year and beyond. It would certainly be nice to get a little bit of wind in our sails though with consumer spend and job growth and moderating fuel prices. We just haven’t quite seen all those things yet but in the meantime, we all suit up and compete.

Just to follow on with the content initiatives, can you just walk through maybe even at a high level just the economics of doing something like a Mike Huckabee show? Then to what extent is planned a show like that -- or is it the ultimate plan that a show like that is going to replace carrying the Rush Limbaugh show? Then I guess I’m just trying to understand the economics, obviously Rush brings in a lot of ad dollars but obviously he’s very expensive as well, whereas with a home grown product like a Mike Huckabee show, you own the economics to it so even if he’s not commanding the same ad dollars for a while, the margin to you is better. Am I thinking about that correctly?

Mike [ph] , I think you are. I mean, the analog would be look at the Dodgers, that generates a lot of revenue too but it costs us a lot more to generate it so at the end of the day we made the decision that having the Dodgers on KABC wasn’t worth the expense and we weren’t willing to lose that kind of money and un-focus our sales team. We wanted to stay focused on building our core brand and having that EBITDA back that we can reinvest in our product, and sales people, and content for 790 in Los Angeles. I think the business model is, every one of these content initiatives is something different. It’s a different item on the P&L and all of negotiated separately but what we have said going forward is the types of deals that we’re interested in are true partnerships where we have real alignment of interest with talent and Governor Huckabee has been extremely constructive to work with on this and understands the upside in this. He’s got a lot of skin in the game, he’s vested in this. As we mentioned, it’s not the fifth show that we’re worried about it’s the 505th show that we’re worried about. And so, I’d say not worried about but that’s what we want to focus on. You’ve got to be in these things for the long term and it truly is a marathon and you’ve got to put good product out there consistently day in and day out and that’s how listeners ultimately form habits. They need a consistent product they can rely on and be entertained and informed by. There’s that and there’s others that we’ve announced and many, many others that we have in the pipeline right now. As you can imagine to announce something like these, they’re in the works for quite some time so we have a lot of things in the pipeline that we’re working on that we’ll look forward to making announcements in the ensuing quarters on as we continue to build, I think, a top notch stable of talent and content initiatives inside our network that the model works for distribution on our O&Os and then obviously with our base of 4,500 affiliates. It’s just another way for us to continue to compete and to find other ways to monetize content and to create growth drivers for this business and to provide incremental revenue streams to growth this business and create a differentiated platform in that respect. That’s what we’re focused on.

Just one more final question, as it relates to the traffic business, now that you’ve taken that in house, starting this quarter that is now going to be providing you a net benefit on the expense side because it’s cheaper for you to do versus paying Clear Channel?

What we were doing is we were paying, in essence, with barter. So we take back a lot of 15s as inventory and it’s a lot, it’s 5,000 a week in terms of 15s, so we have back to being able to, in essence, monetize and continue to build our business. We’re building a sales staff to go out and sell that inventory and then obviously for our network, we have an affiliated sales staff to go out and right now affiliate traffic in other markets. Clear Channel has got an excellent business there and it’s one, as we mentioned in other releases, in areas where we can work together and compete against another industry such as Internet radio or Daily Deals sites, it makes sense to do that. Because, on the digital side what we’ve learned is you really have to have true scale to compete against these large platforms and competitors that are out there. So one radio company, or one TV company, or one newspaper company doesn’t really have the scale to go out and do that but, together they certainly do to be able to compete against the likes of -- when you start talking about the Internet giants with Amazon, or Google, or Yahoo, or Facebook, or Groupon and so forth. These are very large fully distributed companies that have thousands of employees and terrific brand recognition so it’s pretty tough to try and launch something in 10 or 15 cities and try and compete on that basis. So you really do need scale to be able to do that and I think that is the attractiveness of some of these strategic partnerships to do that. Then there are other areas where you’re in your own sandbox with somebody and you compete tooth and nail so that’s areas where, for instance, we do that on the traffic side and so Clear Channel competes against us in a number of areas in most of our markets. They’re very effective and very good competitors. So that’s the way we think about it and traffic for us has potential to be an 8-figure impact on EBITDA for us in 2013 as we ramp this up and so we’re going to be aggressively pursuing it.

Your last question comes from Bishop Cheen with Wells Fargo.

JP, can you just do the credit ratio 6.7% fixed correct? J. Hannan: Yes.

Which is your covenant ratio of debt? J. Hannan: Yes.

So correct me if I’m wrong, you had $2.85 billion, you paid down and I’m rounding here, $54 million, that’s $2.8 billion and you have $390 million, I’m rounding, of LTM EBITDA, is there like a $25 million add back to get me to $415 million of covenant EBITDA? J. Hannan: [Indiscernible] close to it, it’s a $23 million credit that we have in our credit agreement for prospective synergy. That started at $51.9 million and it ratchets down each quarter.

So it was like $38 million-something in Q4, you’re down to $23 million? J. Hannan: Excuse me, it’s actually $26 million currently and it goes to [indiscernible] next quarter.

That’s not bad. That’s how the covenant math works because you have something like $2.8 billion of debt on there before the preferred? J. Hannan: Yes.

Then, when do you think the Q will be filed? J. Hannan: Shortly after we hang up this call.

There are no further questions at this time. I’ll turn the call back over to Mr. Dickey.

We appreciate everybody joining us today.