Hello and welcome to the Cumulus Media quarterly 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 security laws. 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. Sir, you may proceed.

Thank you, operator, and good morning, everybody. I appreciate everybody taking the time today to join us for our third quarter update. Also with me today is our CFO, J.P. Hannan. Today we are going to update you on our performance for the third quarter. We will share some pacing information for the fourth quarter, particularly around political and detail some of the turnaround progress being made on the former Citadel Broadcasting assets. As you may recall, the third quarter marked the one year anniversary of our transformative merger with Citadel. We are pleased to report that the integration efforts are largely complete at this point. We are also actively turning around 10 underperforming radio stations that account for 100% of the company's total revenue decline year-to-date. Now we are making good progress there and expect those assets to post positive revenue growth, again, in 2013. But it's really another component of the merger that we are focused on at this stage of the game. The integration has gone extremely well and actually ahead of schedule and is complete now. And the turnaround is the second component that we are focused on and fortunately we have that, in essence, siloed, to about 10 radio stations that are driving the underperformance right now on the top line. As you may recall, from last quarter's conference call, we closed on our sale of 55 stations to Townsquare Media in the third quarter. We also acquired 10 stations in 2 markets in that same transaction from Townsquare. Our Q3 pro forma results discussed today factor in all of the M&A activity including the full net impact of Citadel, CMP and the Townsquare transactions, so that we may provide our investors with the most transparent view possible regarding our continuing operations. So the only thing that’s not included in any of the pro formas would be the New York acquisition which we will not close on until the end of the year. So that will be a 2013 event. Otherwise, everything else, Citadel, CMP, Legacy Cumulus and the Townsquare swaps as well as our acquisitions in Pensacola are all included in these pro formas. With that, our Q3 pro forma net cash revenue was $269.6 million and that’s down $10.3 million or 3.7% from the pro forma Q3 results of the prior year. This decline was the result of underperformance at a discrete group of 10 stations that I mentioned that are currently in the middle of a strategic turnaround. Ex these 10 stations, revenue on the remaining 515 radio stations in our platform was exactly flat for Q3. Further it should also be noted that the year-over-year revenue declines of several of these 10 stations and thus the platform, as whole, is due to deliberate elimination of money losing contracts. Things like sports rights, events and some talent contracts, all played a role in that. As a result, again, not all revenue is created equally and in many cases by virtue of the enormous costs associated with them, the elimination of these contracts have been accretive to EBITDA as evidenced by our 6.7% year-to-date adjusted EBITDA growth company wide. Again, EBITDA, year-to-date, up 6.7%. Further, valuable inventory is now freed that can be monetized much more effectively going forward as a result of this. As we move into Q4 of 2012 and further on into '13, we expect that the temporary impacts of these long term value enhancing decisions that we make will no longer cloud what was otherwise a very solid performance against the vast majority of 515 or 525 radio stations. Now diving a little deeper into specific category performance. We saw growth in auto. It was up about 10% and we are beginning to see signs of a resurgence in housing and home improvement. That was up about 5%. There is also ongoing growth in restaurants. We saw food and beverage up 3.5% and financial services were up 3% and then insurance, if we break out separately, was up 1.9%. Retail, reflective of the overall softness in the general economy, retail was down 2% and general entertainment was down about 1.5%. Now with political, actually we saw a 10% decline in political advertising during the quarter. We had, obviously, guided the Street that we felt that this pro forma platform would be up about 20% for the year in political but we were down about 10% versus 2010 in 3Q. Fortunately it's begun to pick up nicely and in Q4 we had a very good October and it continues to pile in here. With just a day to go before the election, we now have over $25 million of political booked for the full year. So a way to think about that is, we will be up, or we are up right now, about 5% over 2010. We thought we were going to be up considerably more than that but again, Q3, particularly, September came in very soft on political. So while we originally guided up 20%, it's going to be about 5% for the year. But nevertheless that sets a new high watermark for the platform on a pro forma basis for political. But it will be up about 5% over 2010. Moving on to the cost side in Q3. We again exceeded our guidance on the execution of acquisition related expense synergies from the Citadel merger. As we have discussed with you in each of the last 3 quarters, as part of last year's Citadel merger we had advertised about $51.9 million of synergies to be completed in the first 18 months with most of that to be in the first full year. Well, as of Q3 in 2012, we realized another $17.3 million of these merger synergies and we had guided the Street to about $15 million in merger related synergies for 3Q. So that brings our total of fully realized, for the first 12 months -- because they say we anniversary-ed really in the third quarter. By the end of the third quarter, we had the platform for a full year. So that brings the total for the first year to about $57 million. Now that’s, on a pro forma basis, they are actually synergies that we had realized out of Citadel markets that we had spun to Townsquare which would put that number higher than that by 7 figures, but those are not included in the $57 million. So with the pro forma platform we realized $57 million, it was actually a little bit higher than that when you look at the total amount spun out. So again, it was a strong execution on the integration and synergy realization phase of the business. We will continue, fortunately, to experience ongoing realization of acquisition expense synergies into the fourth quarter of this year. And as we did say, and we originally ruled this out, but it's about 18 months worth of synergy realization before it’s all pretty much in the bag at that point. So there will be more in Q4 and then on into the first half of next year, we should continue to expect to see some more as contracts roll off and as we continue to find efficiencies across the platform. So all total, our Q3 performance resulted in a strong pro forma adjusted EBITDA growth of $11.5 million or 12.1% to approximately $106.6 million. This resulted in pro forma free cash flow generation of $55 million for the quarter and that’s a 38% increase over the prior year's pro forma period. So free cash, $55 million for the quarter, 38% increase over prior year, EBITDA up for the quarter 12.1%. Now one year after our transformative merger, we have built a true platform company with multiple organic growth drivers, including new content initiatives, yield optimization initiatives and the development of vehicles to monetize our growing asset base. Think of it as content and distribution. We announced several strategic initiatives over the last year which we have shared with the Street; including our partnership with CBS to launch a new sports radio network which is doing extremely well. And we have already, in essence, booked our guarantees here for 2013. So we are off to a very good start with that initiative. Right now, our traffic partnership launch with Radiate Media, that also is performing very well and again this was a set up year for that business and we look for a very strong year in 2013 in that business. Then our affiliation with Clear Channel which had 2 components, one being iHeart and the other being SweetJack. So we have seen our traffic on the digital side move up nicely on our radio stations across the country now that were on the iHeartRadio distribution platform. And we now are putting initiatives in place to monetize that going in 2013. Quite frankly, we didn’t have the technology before, even without the traffic to do so and all that will be in place going into 2013. SweetJack, which is the other half of that initiative with Clear Channel is now in 140 cities and will be rolled out. We have one more phased rollout by the end of the year and that will be done and we are on schedule there. So this also is the rollout year for SweetJack. It will be in 200 cities by year's end and it will have about 250 dedicated employees in that effort by year's end as well. So that will be set up to start to generate revenue for us here in 2013. We expect that SweetJack to be at the low 8-figure revenue initiative in its first year, which is really 2013 as a fully distributed national platform. We are rolling this out methodically and watching costs. So we anticipate it, essentially, to be a breakeven business for us in 2013 with, as I say, low 8-figure revenue contribution. Then moving to '14, we expected it to start to positively impact EBITDA for the company. Now with all our strategic growth and content initiatives we have aligned ourselves with our partners, so again we don't have a lot of immediate exposure. So we work very hard to derisk a lot of these partnerships and content acquisition plays that we have done out of the gate. Again it enables us to continue to produce high operating margins without putting a lot of EBITDA at risk. And it gives us an opportunity to continue to drive our margins while these top line growth initiatives take root. Now since we closed the acquisition of Citadel, we have engaged in active portfolio management. To date, we been a net seller of assets as we work to optimize our mix of content and distribution assets. We are also pleased to announce the highly strategic purchase of our third New York radio station, which will serve as a flagship for one of our key content initiatives. New York is the country's most important media market with stations there that rarely become available. So the proverbial beachfront property really applies to the New York marketplace for radio stations. We very much like our buying price and look forward to competing with our new station in 2013. We expect this station to be accretive to our leverage multiple in 2014. So a year to ramp it and build it and we expect it to be accretive to our leverage multiple as an EBITDA contributor to our cluster in 2014. Now as we close out the first full year following the Citadel merger, we also remain deeply committed to our primary use of free cash flow which is the ongoing deleveraging of our balance sheet. Following the station sale to Townsquare in July, we had sufficient cash on hand to pay down our revolver completely which we, as you know, drew at the acquisition date and to redeem $50 million of our $125 million Series A preferred stock. In the last 12 months we have repaid $260 million of debt and a preferred that was outstanding. So our strong free cash flow generation, we look to continue significant additional deleveraging that will approximate that amount in 2013. Now as we look ahead into Q4, cash revenue is pacing up low single-digit with political ad dollars being the primary driver of the growth in October and early November. However December is also currently pacing up low single and that is obviously without any political activity at this, post the election. We see that, again, as a positive indication for station performance. On the expense side, we anticipate realizing another $4 million to $5 million of merger synergies next quarter. It is premature to give any meaningful view of our outlook in 2013 as we are right in the middle, now, of our annual budgeting process. And we will have more to say on that in our next quarterly conference call. So with that update, I will now turn it over to J.P. He will provide some additional financial information and then will open up for questions. J.P.? J. Hannan: Thanks, Lew, and good morning, everyone. As Lew just mentioned, the major event, from an accounting perspective this past quarter was the closing of our station sale to Townsquare media on July 31. In this transaction, we received $114.9 million in cash plus 10 stations for the 55 stations we sold to them. We recorded $63.2 million gain on the sale of these assets in the quarter although we have sufficient net operating losses to offset any taxes that will result from this gain. Due to its proximity to our last earnings release, we began recognizing this group of assets as discontinued operations in the second quarter. Further, to provide enhanced transparency into the net pro forma impact of this transaction would have had on a full-year basis we have refreshed the pro forma disclosures previously provided in our Q1 release to now include the Townsquare sale and swap. All total, this transaction results in a net annual $13.8 million reduction of full-year pro forma adjusted EBITDA versus that prior pro forma presentation. These calculations are broken out the 4 quarters of 2011 the first half of 2012 in the supplementary disclosure section of our press release issued this morning. Following the closing of this transaction, as Lew said, we have sufficient cash on hand to repay the full balance outstanding on our revolving credit facility, leaving us with the full $300 million of availability. We also redeemed $50 million of our Series A preferred stock in the quarter. As a result, at quarter's end, our balance sheet comprised the following, $1.3 billion of first lien term loan, $790 million second lien term loan and $610 million of senior notes. This brings total debt at the end of the quarter to just over $2.7 million and cash on hand at the end of the quarter was approximately $47 million. Our trailing 12 month pro forma adjusted EBITDA, accounting for all closed transactions, was $385.9 million at the end of September. This results in net leverage of 6.9x at quarter end. Again, for more information please refer to the pro forma calculations found in the supplementary disclosures in this morning's release or in our 10-Q which will be filed publicly at the end of the day. In terms of our equity, at the end of Q3 all legacy warrants related to the CMP acquisition reached their expiration. In total, 3.7 million warrants issued as part of that transaction were converted into approximately 8.2 million shares of common stock. We also issued warrants last year as part of the Citadel merger. At September 30, approximately 38 million of those pending warrants remained outstanding. Finally, approximately 2.4 million warrants remain outstanding related to the legacy Citadel bankruptcy claims. We believe we have now settled the final outstanding claims against Citadel and anticipate formally closing out that legacy bankruptcy process very shortly. At that time, these remaining shares held in reserve will be distributed. All total, we now have common stock and warrants issued totaling 215.5 million shares. A complete breakout of the varying classes of equities is also provided in the supplementary disclosures in today's release. Finally, during the quarter we announced the acquisition of 2 radio stations in the Kansas City market for $16.8 million and subsequent to quarter-end we announced the acquisition of one station in New York City, as Lew referenced previously for a base price of $40 million. Neither of these transactions will result in any additional equity issuance nor will they increase leverage. We anticipate funding these purchases which are scheduled to close at year-end using available cash on hand only. Now with that, we can open for questions. Operator?

[Operator Instructions] Your first question comes from the line of Aaron Watts from Deutsche Bank.

Appreciate all the details. I have got a few questions. I am going to jump around a little bit here, but maybe just starting off with the 10 stations that are underperforming for you now. Are you seeing any of them start to improve yet or is it still too early for that? Then also, can you give us a sense, maybe, for what those 10 stations compromise as a percent of your overall cash revenues?

I am sorry, the last part, the 10 comprised about 9.7% of all of Cumulus's revenue. J. Hannan: Aaron, think about it sort of as a round number. So 10 stations, 10% of the revenue and then obviously they have had a material decline. Now all of them are different. They are all in different markets and so, as a result, you can't really treat any of them with a broad brush. So to answer your question, in a reasonably generally yet specific form, some of them are a question of sports rights going away. So you have a couple of the stations that had sports rights that did impact them materially. You had, whether that was KABC with the Dodgers or that was our station in KGRF in Buffalo with the Bills. So those are both obviously big chunks there with those sports rights going away on the top line. You have events, you have talent contracts and then you had a couple of format shifts which we have detailed in the past, in Washington D.C. and in San Francisco. So those have material impacts on those particular stations, they do. So each one has a different reason. Some are contractually related with, as I said, sports contract or events or particular talent contract. Others are format switches and some have just been an overhaul in the -- in local sales management where it is not an issue of anything other than a poor execution on the sales side. So each one is different. Each one is being addressed and I would say that when I think about these 10 stations as we look at Q4, I would that we are going to be in the middle innings of it in Q4 with these 10 stations and as we go into next year. I already mentioned that we expect these 10 stations as a group to be positive for 2013 and in terms of how backloaded that is in 2013, I think it is really going to start to turn the corner after first quarter. We expect to see, if you were to take a look at this group as a whole for the last 9 months here, they will be positive and the amount of growth will be enough to offset any negative drag in 1Q with that group of 10 stations.

Obviously, we comped through on the format switches in San Francisco and in D.C. and we comped through the sports rights deals in Buffalo and Los Angeles and then a couple of the other. There are some large NTR events, concerts and things that were done that were actually negative contributors to EBITDA that we canceled. But they were meaningful top line movers. So as those things all comp through you move in a different direction. Few of those -- then the rest of those you are probably dealing with 4 of those stations or so that we have had done management changes in as we rebuild the sales operation. So those are solidly in the middle innings right now of the turnaround and so those will be really more back half when you parse it even further of 2013 as those really start to take root and grow.

Okay, that’s great, that’s helpful. Just maybe one more, general one on visibility and just your outlook. As you kind of think about the business, month-to-month, looking out, would you say it's more of advertising budget issue with the way the economy is right now in limiting your visibility and providing some of the choppiness? Or is it more of a radio specific industry issue? I am just curious what your feeling is on that as you look at your markets?

Well, our horizon is fairly limited on the media side to radio. So it is hard to comment other than some anecdotal conversations that we have with our peers in other mediums. What we have seen is, obviously there was a general softness in the economy, particularly it seemed to reach a crescendo in September and I think that part of that helped the local broadcasters and television as well as cable to clear a lot more political than they otherwise would have been in a position to do so because there was a general softness in the retail environment. So I think they had more inventory and fortunately there was a lot of demand on the political side. So I think they were able to soak up a lot more of that than perhaps they otherwise would have. So a pretty robust political year. Our platform is well-positioned for it but what we were hoping for was a mid-teens to 20% gain in the third quarter, turned into a 10% decline. So the demand just simply was not there. Then I think as we got in the fourth quarter it overwhelmed it and it started to pick back up again. So I just think of it as a general softness in the economy that has caused that and I think that it has impacted everybody. Across-the-board, you are seeing a lot of reports and numbers that are reflective of that.

Okay, great. Last one from me. I appreciate you taking these. Just on M&A side. You have made some nice strategic pickups one-off or 2 off stations in select markets. Is that operating mode going forward for Cumulus? Or is there an opportunity that you can foresee to maybe pick up a little bit more scalable acquisition and grow that way? That’s it for me.

Aaron, I appreciate the question. As we look at our platform. I don’t really see the need to pick up anything of scale at this point. I think we have got an excellent platform that’s fully distributed now. If anything, we may be looking at some content acquisitions to fill in some holes for us but it is all going to be relatively very small stuff against the whole scheme of things. So primary focus for the business now is repayment of debt. And as I say we were fortunate enough to pay down $260 million. We been net sellers of assets since we bought the platform or since it all came together and we did some good handiwork in portfolio management to focus our platform and we are very pleased with where it is right now. As I say there may be, as we look at our look at our content strategy, there may be some small things that we need to do to fill in or make some investments to fill some holes of our product line as we go out to market with it. But it is really working very hard to understand what the marriage of content and distribution should be in this platform and Cumulus is becoming a significant content creator across the board in several of our key verticals that we are focused on. And then in distribution, we feel like we have got adequate distribution as it stands now in the owned and operated group and clearly were affiliating with 4,500 radio stations across the United States to fill in the rest of the holes. So because we have got the network, I think that gives us pretty solid cover to ensure that we have a good distribution outlet. We have great assets in the key markets, particularly based on the verticals that we are focused on. We have great assets in the key markets to make sure that we can properly seed any content initiative that we had and get it distributed out of the gate. So I just think, as I say, I think you should look for us to continue to reduce leverage and we will generate, again, an enormous amount of free cash in 2013, as J.P. said. I think what's on tap for 4Q in terms of free cash is going to be used to clean up and pay for these acquisitions that we had contracted for and then look for next year. Just kind of our target would be something close to that $0.25 billion of debt repayment in the 2013.

Your next question comes from the line of Avi Steiner from JPMorgan.

Couple of easy housekeeping items here. Can you give us political, in dollar amounts, for 2010, '11 and '12 for Q3? Then what you did historically the last 2 years in Q4? J. Hannan: The guys, while they are looking at. I think the number in Q3, I believe was 4.3 and then obviously we did. We are looking at different. This isn’t pro forma. So that’s for 2012. I am sorry, that’s the correct number. So it's $5 million in Q3 of 2010, and with all in, it is about $4.44 million to $4.5 million. Or obviously it is not done yet. So $4.4 million, $4.5 million for Q3 of 2012. So it is down about 10%.

Okay, and then if you don’t have Q4, I can come back to it offline. J. Hannan: I do have Q4. Q4 for 2010 is $12.8 million. An important perspective, in Q4 of '11 it was $2.4 million.

Okay, helpful, and then, EBITDA, the $106.6 million pro forma. Just want to confirm that includes the $7.1 million of royalty settlement and then going forward, do you get some benefit for that or was that related to catch-up for last 7 quarters? How do I think about that number? J. Hannan: It is included in the current period and then separate from the onetime credit there is a benefit of reduced fees going forward, similar to the ASCAP settlement earlier in the year.

Okay, and then, following from the earlier question about acquisitions and what you have done so far. So that $57 million, if I have the math right, the $40 million for New York and $16 million and change for KC, that counts against your $110 million reinvestment. Is that my thinking about that right with respect to the Townsquare swap? J. Hannan: Yes, if we make a election, it will count.

Okay, so then you would have whatever the balance is, $60 million rough number that you would have to spend by what date? Is it one year from close of Townsquare? J. Hannan: It is one year, right, we have to declare in the year.

I am sorry. J. Hannan: We have to declare within a year, what our intent to use those proceeds were.

Okay, and couple of more of these. LTM EBITDA, the $385.9 million, any more add backs for covenants? J. Hannan: No. We cycle through all those, I believe in Q2.

Okay, excellent and then, I am thinking about the balance sheet on a broader perspective. Can you remind us what the covenants allow you to do with respect to the remaining preferred or how you guys think about the remaining preferred?

We are paying it in cash, as you know, at this stage of the game. It is the most expensive branch in the capital structure and at the appropriate time, we are going to take it out as soon as we can. So in the meantime, we will continue to pay down our first lien debt.

Okay, and then last one for me. I know you have touched on some of this already, but you have got a lot of interesting initiatives heading into next year. CBS Sports, some new radio talk personalities like Savage, the new stations that you just bought, particularly New York. I know you are reluctant to give guidance but just how should we think those things impact results next year? And is next year more of a building year to bring it all together for '14? How do we think about some of those initiatives?

It is kind of, yes-and-yes in that, we expect it to have a positive contribution to 2013 and while at the same time it’s a building year. We expect it to have, again, an even more positive contribution to 2014. So these are all very good growth initiatives that we have spent the back half of this year getting in place and in essence, positioning them for launch in 2013. For our sports deal, we are out competing for the upfront market today. We are doing the same with some of our talk vehicles that we have. The same for traffic vehicle. So while '12 was, in essence, really the launcher just to establish them. We are now starting to compete in the upfront markets, particularly on the network side for revenue in these initiatives for 2013. So we fully expect these to be helpful to us in our top line growth in 2013 and while at the same time, taking root and gaining a little bit of momentum for 2014 as well. So that’s why I say the answer is yes and yes. Then, just one thing I was somewhat vague in terms of the Q3 numbers on political because I was not sure whether or not those were pro forma for Townsquare but the correct number, I said, $4.4 million to $4.5 million. The correct number is, in fact, $4.4 million for Q3.

$4.4 million, you say.

Yes, $4.4 million. Not $4.4 million to $4.5 million. That’s down from $5 million in 2010.

Your next question comes from the line of James Marsh from Jaffray.

I was just hoping you could elaborate a little bit more on the acquisition of WFME in New York. Maybe just talk little bit about the opportunity in that market and talk a little bit about the structure of the deal, the potential signal upgrade and the swap, et cetera.

Okay, well James, I will start with the last question first on the swap. We swapped a suburban Class A radio station that was doing virtually no revenue for us. It was in a simulcast with a station that we have in Danbury. Because of the suburban New York stations that we have in Westchester County and in Danbury and in Bridgeport, we were actually, believe it or not, with just a WABC and WPLJ, we were actually at our limit, according to the FCC with the ability to own more radio stations. So it made sense for us in this transaction. Since it was a single market transaction we could not create a divestiture trust because that requires a multi-market. So the best way for us to skin it in effect was to swap sort of a nonstrategic no contribution asset that was sitting off to the side in Mount Kisco, New York as a swap to the seller. Therefore it enabled us to be to become in compliance the day we close. So they will convey our station to them. They will convey their station to us and we will also give them $40 million. So that’s the reason behind the swap is to make sure that were in compliance. It was a nonstrategic noncontributing asset that we acquired through, you may remember way back, the Aurora transaction that the Cumulus did back in the, that would have been, 10 or 12 years ago when we did that deal originally. So that’s how the swap part came about. The way the deal is structured, this is a full Class B in New Jersey. It covers about 13.8 million people and the normal Class Bs or the other Class Bs in the marketplace cover about 8% more than that. That would be located either on Empire State building or 4 Times Square. So we have the opportunity to actually move this thing into the Empire State building and have it be positioned in the same antenna PLJ and we would have an incremental bonus payment to the seller if in fact we do that, of $10 million dollars. So that would probably be a year or more before we would be in a position to effect that payment, ultimately moving it in. Station would stay on frequency at 94.7. So there is really very sort of modest, incremental gain to move the station from just across the river into midtown Manhattan. So we will have to make that determination if we think ultimately it is worth it. We have done a lot of testing on the signal. It is a very good signal. And as I say it is a full market signal. So we will make the decision at the right time whether or not we think it makes sense to upgrade that signal and get 8% more out of it and make the payment. But we have got plenty of time in a 5-year window with which to do that with the seller.

Okay, that’s very helpful. Then I just wanted a follow-up on the third quarter political numbers. Obviously down 10%, it was a little surprising. Is there anything in 2010? Any particular races or ballot initiatives that might have skewed those numbers higher?

Not really, James. In 2010, we saw there was little more coming out of Connecticut with the race back then, but Linda McMahon is spending a lot of money this year as well. So that was really one of the original things that we thought potentially could create a difference for us. What is interesting is the early part of the year also had an impact, in that you had both the Democratic and Republican primary in 2008 which we didn’t have this year. So just that one Republican primary. Most of that took place in the first half of the year. So a little bit of spend was down as a result of that, but that was not 3Q. The other race would have been make Meg Whitman in California and we received a lot of money in San Francisco and then the LA stations did which didn’t own back then, but on a pro forma basis, California received a lot of, it was 7 figures, out of Meg Whitman.

Your next question comes from the line for Lance Vitanza from CRT Capital Group.

Thanks for taking the questions here. Let me start with the preferreds and the M&A and I apologize, I think you mentioned, did you say that there is still $75 million outstanding on the preferred?

Yes, Lance.

Okay. Earlier you had guided to the prefs being fully repaid by March 13 but I imagine with the $57 million of cash acquisition that’s going to push that out further. Is that right?

Yes, that is correct, and also we got, with our indenture, there was a gating item in terms of leverage before we can tap a basket to go ahead and redeem those preferreds.

And what is that? Can you refresh my memory there?

5x.

5x, okay, and then with respect to the bottom 10 stations, it is pretty clear from looking at the numbers that there wasn’t much, if any, impact on your EBITDA despite the revenue impact. And I guess my question is, as we think about Q4, bearing in mind the commentary that you have already provided, is it safe to assume we would see the similar type of a pattern another maybe 5% hit to revenue, but little to no impact on the EBITDA line?

Yes, I would say that that’s probably a very safe assumption and we are working through some of these in real time. But I think that’s without going through a P&L for each one of them for the fourth quarter. I think that’s a pretty safe assumption.

Okay, and then with respect to SweetJack breakeven in '13, adding to EBITDA in '14, what about 3Q12 and full year '12? Can you estimate the negative EBITDA impact for those periods?

Yes, it is going to be several million dollars but I would say in the $3 million to $5 million range.

For the full year?

For the full year.

Okay, is that more or less ratable over the quarters?

No, because of the ramp up. As we mentioned, the ramp really started in earnest here in really late Q2 and then through the back half of the year is when most of the hiring and ramp up to again facilitate the rollout in the 200 markets. So it’s a sizable business. So it will be at a full run rate here by the end of the year in terms of the expense load of the business.

Right, okay, and then last question. The debt repayment guidance, so to speak, for 2013. That would seem to imply about $475 million-ish of adjusted EBITDA. Is that the right ballpark then?

To get all the way there, yes. So that’s why I said, in that zip code we are not giving guidance for next year. So whether we are paying back $220 million to $250 million is probably the way to think about that. We do not have a crystal ball yet to be able to give guidance on 2013. I don’t know who is going to win the election. We don’t know what the climate's going to be and how retail sales are going to be next year. So we are not in the prediction business but, what we are saying is that this business will generate an enormous amount of free cash flow and that range would really be dependent upon how well business performs next year. But what the messages is that whether it’s the top end or the bottom end of that range or anywhere in between that money is going to be used to repay debt.

I guess my related question there is, does that number reflect, whatever the number ultimately turns out to be, does that reflect any expectation for incremental asset sales?

No, it does not.

Your next question comes from the line of Amy Yong from Macquarie.

So just a point of clarification. So the $25 million in political, that includes the $4.6 million. So are we assuming kind of a 7% growth rate for 4Q? That’s my first question. My second question is, with all the synergies that are going on, can we see actually margins trend toward the low 40 range?

Amy, we will have to, the number were predicting for the year now, as I say, is going to, I think we are right around $25 million now, or just $25 million and change. So that’s a good number to look at and so that should be right around the number that you have backed into for growth in 4Q on political.

Okay, great, and what about EBITDA margins?

Well, we are not giving guidance on EBITDA margins because we are not giving guidance on the EBITDA or revenue yet for this year. We will have more to say about that on the on the next quarter. But I think, suffice it to, as I mentioned in my earlier remarks that the way we structured a lot of the investments in content is geared to help us to continue to maintain and enhance our margin. Particularly as we turn around these underperforming stations and these other content initiatives will roll in, the incremental contribution of these are in excess of our present margin. So it should have an upward push on the overall margins of business. J. Hannan: If you look at the pro forma, year-to-date, we are running at a 36% margin now. I don’t see anything that would prevent us to stay at those levels and stay on historical averages as the highest margins in the industry.

Your next question comes from the line of Davis Hebert from Wells Fargo Securities.

Just wanted to ask about strategic investment cost. I think you had carved out $9 million as part of the Q2 cost structure. Did you give a number for Q3, if there is one? J. Hannan: As we said in Q2, those were largely one-time items that would cycle out pretty quickly and they did. So we have not seen those repeat.

Okay. Just wanted to make sure there nothing in this quarter's costs, a cost number that was of that nature. Then how are you thinking about costs in Q4? Can we expect similar cost lines? J. Hannan: As we said, we anticipate another $4 million to $5 million of acquisition synergies as we took over in September 15 last year, so we are now starting to cycle through and comp against ourselves. We start to layer those synergies in towards the end of last year and really have them all in Q1 or so. So we will continue to enjoy synergies in Q4. We will some into Q1 and Q2 as well.

Right, okay. Then on the 2013, are you expecting revenue growth at the 10 stations? Are there anything that have to happen for that to occur? Are you expecting ratings gains? I guess maybe the better way to ask the question is what gives you the comfort and the visibility that you can see growth there?

Well, we would have to go through each one of them, Davis to address that more fully, but suffice it to say that the sales organizations in each of those 10 stations continue to be fortified. And as our systems take root in those markets we will have more developmental business in each of those markets and there are some areas where inventory is being freed up through the elimination of some previous obligations that were not profitable whether they be events or sports rights. And in doing so the objective to maximize yield from the available inventory will provide an opportunity to grow revenue and then in some of them, we are looking for improvements in ratings. We are starting to see that. We have a new morning show in Los Angeles that is starting to take root there and generate ratings and we are seeing the ratings go up in Washington DC from the format switch there. We are seeing the stabilization of San Francisco and obviously the Giants just won the World Series. And there is going to be an increased opportunity for us there as we just signed a 7-year deal to continue to be the rights holder of that franchise. So there is going to be a meaningful upside opportunity for us there as well. So there is, again and each one has its own story. We live in the details with each and every one of them. But suffice it to say that we have, or we wouldn’t say it a high degree of confidence that those 10 stations in aggregate across 10 markets will show incremental growth year-over-year in 2013.

Okay, good to hear. Did you give any color on how local and national performed during the quarter?

No, we did not in the remarks.

Is that something you would provide?

National has underperformed local and we have seen that has been a theme throughout the year and we look for that to continue throughout this year. And I think that is a common thing that you have seen for broadcasters really across the board. As we look at this, we are seeing some strong local growth in the legacy Cumulus markets and the Citadel markets are starting as they adapt or adopt, I should say, our systems and adapt to them are improving their performance in local. National has been a problem for Cumulus like it has been for a virtually every other broadcaster with the exception of Clear Channel. So we are working very hard to turn that around.

Your final question comes from the line of Michael Kupinski from Noble Financial.

Just a couple of quick ones here. Lots going on in the latest quarter with divestitures, swaps and things like that? How did that influence the G&A expenses and if there were anything unusual in that third quarter? If you can give some thoughts on how that number looked going into the fourth quarter?

Mike, there were some deal related costs and restructuring items that are excluded from that adjusted EBITDA number that we presented today. It was not a significant number strictly compared to a year ago when we went and did the Citadel transaction.

Okay, and so that the third quarter is a good run rate for the fourth quarter then?

Yes.

Okay, and then, just kind of circling back on the level of political. It seems like the radio industry as a whole didn’t participate in much of the political as it did in the past. Do you feel that radio didn’t sell itself aggressively or were the dollars so concentrated that you didn’t have the opportunity? I mean it's not just you, a large number of radio stations, groups didn’t really report strong political dollars? Anything peculiar about this cycle than in the past?

Well, I think you have a couple things. There was a lot of experimentation with digital, more or so there. Particularly with social, more so than you saw in 2010 and 2008 in particular. Lot of money was raised in this cycle. So we assume that we would maintain our share of it and in reality radio share dropped whether it was by 150 BIPS, whatever the number ends up being. It will all come out. By the end of the year, we will know exactly where were all the numbers came out. I believe radio share had declined in this political on this go around. I think there was some experimentation with money. Primarily social media, I think received on up. It didn't back in the 2008. So that would be one thing. Then I also think a general softness in the retail economy. It gave, as I mentioned earlier, I think the television guys had a lot more inventory that they were willing to sell at these rates. So they were able to clear a lot more than they ordinarily would have. So they absorbed a lot of the money. So it should be an excellent windfall for our friends in the television business both broadcast and cable locally. So I think that was very helpful. I think to answer your first question which is, does radio do effective job at selling itself? I would have to say that I think that is something that we as an industry can do a better job of and need to work on that because the value proposition for what we have to bring to the market to enable a candidate to tailor a message to a particular audience based upon format and based upon a voting block and to be able to leverage a key issue or a key point or respond to an attack virtually within a couple of hours and get something on the air. Both strategically and tactically, it is a pretty formidable weapon for campaigns to use. I don’t think that they have used it properly. So that’s something that we are focused on and I know a number of our peers are as well. Perhaps we can change in the next cycle but all that is just conjecture at this point.

We have no further questions at this time. I would like to turn the call back over to Mr. Dickey for closing remarks.

Thank you, operator. Again, I appreciate everybody jumping on with us here today and getting a chance to receive our updates. We will be back in touch with you in 90 days. Everybody have a good day. Thank you very much.

With that, ladies and gentlemen, this concludes today's conference call. You may now disconnect.