Ladies and gentlemen, thank you for standing by. I have been asked to begin this call with the following Safe Harbor statement. During this conference Radio One will be sharing with you certain projections or other forward-looking statements regarding future events or its future performance. Radio One cautions you that certain factors, including risks and uncertainties referred to in the 10-Ks, 10-Qs and other reports it periodically files with the Securities and Exchange Commission, could cause the Company's actual results to differ materially from those indicated by its projections or forward-looking statements. This call will present information as of March 7, 2017. Please note that Radio One disclaims any duty to update any forward-looking statements made in the presentation. In this call, Radio One may also discuss some non-GAAP financial measures in talking about its performance. These measures will be reconciled to GAAP either during the course of this call or in the Company's press release, which can be found on its website at www.radio-one.com. A replay of this conference will be available from noon Eastern Time today, until midnight on March 10. Callers may access the replay by calling 1-800-475-6701; international callers may dial direct at 1-320-365-3844. The replay access code is 416422. Access to the live audio and replay of the conference call will also be available on Radio One's corporate website at www.radio-one.com. The replay will be made available on the website for seven days after the call. No other recordings or copies of this call are authorized or may be relied upon. I will now turn the call over to Alfred C. Liggins, Chief Executive Officer of Radio One, who is joined by Peter D. Thompson, Chief Financial Officer. Mr. Liggins, please go ahead.

Thank you very much, operator. And thank you everyone for joining our 4Q results and year end conference call. As you can see from the press release, we did post EBITDA on the upper end of our guidance of $133 million to $137 million, coming at approximately $136 million and some change, so we are happy about delivering as promised. Q4 political was a good tailwind for us. And we also saw a rebound at TV One that we were happy with and we expected our ratings in Q4 have come up off of a trough from the loss of Martin and that momentum is continuing into Q1. TV One distribution deals are all now complete as well. In the quarter, we signed the Direct TV extension, it was new eight year deal that actually started from the middle of 2016 and goes eight years out from that. Cablevision is done through the end of 2018 and Cox is also done. They folded into our NCTC agreement which I believe is a four or five years deal. And so we are all done on all those distribution deals which we ended up being very happy with our ability to navigate the environment as an independent network with some really positive results. We are also monitoring the credit markets and looking at a potential refi of our term loan given the opportunities and the strength of the credit market. At this point in time we want to get through the year end and then we are focused on that. Peter is kind of go into the details of the numbers and then we'll talk a little more about different areas of the company during Q&A. We'll talk more about also MGM which MGM National Harbor which is open and operating. In fact, we got little bit of revenue at the year end for December. They were opened about three weeks in December. But have now been operating in January and February. And it looks like that investment is going to come in about where we thought it wasn't be a good investment for us. So that's exciting as well. So Peter with that.

Thank you, Alfred. So net revenue was up 3.8% for the quarter ended December 31, 2016 and approximately $113.6 million. And a breakout of the revenue by source can be found on page 5 of the press release and a breakout by segment can be found on page 7. Our Raleigh, Indianapolis, Cleveland, Charlotte, St. Louis, Cincinnati, Columbus and Detroit caused us showed positive revenue growth in Q4. This was partially offset by declines in other clusters most notably Houston, Western DC and Dallas. For the fourth quarter local revenue was down 4.1% and national was up 7.3% for our radio stations. For the year local revenue was down 3.7% and represented 61% of the total and national was up 4.1% for the year and that was 35% of our total net revenue for the radio segment. According to Miller Kaplan the radio markets in which we operate were down by 0.9% for the quarter while we were up by 0.1%. Net political revenue was approximately $5.7 million compared with approximately $1.2 million last year. Looking by category, sales were up 51% in the government and public sector which is driven by the political advertising. And then in order of volume the retail category was down 2.55, telecommunications was down 1.2%, entertainment was down 0.4% and healthcare was up 0.3%. Automotive category was down 17%, food and beverage was down 4.7, services were down by 0.5%, finance was down 25%, and travel and transportation was up 5%. Radio ratings were down 3% in the 12-plus demo in the fourth quarter. However, Baltimore, Charlotte, Cincinnati, Columbus, Raleigh and Washington DC showed 12-plus ratings growth in the quarter. For the full year 2016, ratings were up, it was 12-plus ratings up 6% from Person 18-34 ratings 10% and Persons 25-54 were up…

Thank you, Peter. As Peter articulated Radio and Reach are going to be seeing headwinds particularly due to political and some one time Q1 advertiser close that they came in. But despite those headwinds we believe that TV One and also the MGM investment are going to offset that such that we will be able to grow our adjusted EBITDA again in 2017 for the company. MGM right now is currently tracking if you kind of annualize the December, January and February numbers at about $600 million of gaming revenue. So our take on that should be close to $6 million-ish if you will now obviously it could fluctuate. I don't know this business well enough to know how a new resort ramps up and how you increase market share. But it's roughly in line with what we have been projecting. So we are pretty happy with that so far. We are also going to continue to look at areas where we can find cost synergies across the company. Our primary focus continues to be de-levering and in particular refinancing our debt, really focused on the term-loan which comes to at the end of 2018 but it's something that is probably addressable in the near term and should be addressed. And then shortly after that towards the end of the year we are really focused on re-fiing our 9.25 sub-debt notes. They are expensive; the call premium steps down in February of 2018, making it more attractive to us to take them out. And so figuring out way to continue to grow our EBITDA and get our leverage down and then refinance those notes as well. And try to reduce our overall interest burden and approve our free cash flow profile is job number one. We continue to look at any potential acquisition or bolt-on to our existing business that would be highly accretive and de-levering. So we are really selective and picky about what we are considering. You've seen our M&A activity over the last five years has been minimal but strategic when we have done it. And we continue to look for those opportunities. So I think the management team is focused on the right things. And we look into the investor community and what they think our priorities should be as well and I think that they were all aligned at this point in time. So with that operator I want to open it up for Q&A to the audience.

[Operator Instructions] Your first question comes from the line of Davis Hebert from Wells Fargo. Please go ahead.

Good morning, everyone. Thanks for taking the questions. I just wanted to come to the EBITDA guidance first in terms of year-over-year growth. Does that include the contributions from the MGM property?

Yes. It does.

Okay. So would that be the driving factor of the EBITDA growth or would it be improvement across the other businesses as well?

Yes, no, I think that's what at least what I try to just say between TV One and MGM. Look radio I am not sure exactly where radio and Reach are going to end up, that's the wildcard but even if radio is down as it is in Q1, there is enough growth in TV One and the $6 million-ish of MGM contribution that we believe to deliver a positive EBITDA growth story for 2017. And we are actually going to be making more investments in our digital business which will be a negative swing as well but necessary for us to continue to try to make headway in that business. So we are not in a point where we want to give any sort of 2017 EBITDA guidance. But suffice it to say we are extremely focused on making sure that there is growth and to the point where we are articulating that today. So we think there is going to be enough upside on those -- on TV One, MGM to offset any radio and digital negative swings.

Okay, that's fair. That definitely helps with the EBITDA side and appreciates the commentary on the leverage coming down. So I guess the second part, your leverage outlook would be free cash flow. Just wondering if you could walk us through some of the pieces and parts on the free cash flow side? Whether it's CapEx or any other cash outlays you might expect this year.

Yes. I mean we control CapEx pretty well last year. And we plan on doing the same. I mean I think plug-in a number of kind of $7-ish million that would be probably the run rate. It shouldn't be any worse than that. Obviously, you know the interest expense in terms of cash runs roughly $75 million. So then what else we are going to do with cash, obviously the tower sale we signed up we are towards the tail -- the very tail end of the diligence on that. And we should have that closed either end of March or very early into April the way it's looking up. So $25 million come in again that is going to cost us obviously an EBITDA term somewhere between $1.06 million -$1.07 million. So that would be somewhat helpful on leverage. Then in terms of other cash inflows and outflows, there is really nothing major that we planning to do so I mean that can change. There are always opportunities but I would say there is nothing particularly big that we signed up for.

Okay. That's helpful. And then on the TV One side, just curious what's been driving the ratings growth this year? And then secondly one TV One, there is a lot of talk about over the top bundles, skinny bundles what we are seeing from YouTube and Amazon and others -- I am sorry Direct TV now and others. Where is TV One fit in to that picture? I know it's small in the grand scheme of things but probably dominating the conversation in terms of video environment right now.

So I would say, look after we lost Martin I think at the end of September of 2016. We were trying to figure out what are new sort of scheduling strategy was and I think we started running a lot of repeating more of our original programming which quite frankly just it didn't repeat as well as Martin did. That's the game right. So even though it's original, advertisers like it, they will pay you premium for it, it just didn't deliver the numbers and closed the gap and it was -- it hurt us financially. And so we need to retool it and so what's driving the current ratings growth is a strategy that rely more on our applied programming library that is -- and we are still -- we got some original programming that's doing well. Our Monday Night is phenomenal, our True Crime Night, Rickey Smiley for real reality show is doing well. Our Morning News, program news is now having a strong year. And we are looking to expand on that. But at the end of the day we were running Martin, I don't know what was it 40% of our prime -- we run 40% of our primetime schedule and so we really needed to refocused the right mix of the acquired programs that work in our library to get our delivery up. And that's what we did. And so it's great to make really interesting and creative television programs, but there is mix to familiar and consistent with new and exciting because at the end of the day you we need to deliver a larger audience than we did last quarter or last year. And so it's finding that right balance. I try whether it's the radio business or whether it's TV business. I…

Great. Thanks so much for the time.

Hey, Davis. Let me just go back on the cash question because I was hesitant -- just following up on what Alfred said early, we probably do need to spend a little bit of money on our digital business this year. So we are going to invest in some additional video capabilities, some additional data analytics. There are couple old brand types deals that we may want to do. So we probably are going to earmark $5 million, $6 million, and $7 million of additional investment that will go into the digital business. So I wanted to mention that so as people aren't surprised as the plan rolls out over the course of the year.

And we will see that flow through the interactive P&L? Internet P&L

Yes.

Yes, got it, okay.

And again we want to lower our leverage and get more favorable refinancing done. And so we are balancing that with the investments that we have to make which also a missing $8 million of political revenue in the radio business but we know the direction that the leverage and EBITDA needs to go in order to accomplish what we want. So super focused on that and the good thing about our business today being so much more diverse, over half the business is now cable TV is that there are lot of levers to pull in the business to move it forward. So that's a real benefit of the diversification strategy that we undertook. So operator can we go over to next question?

Your next question comes from the line of Lance Vitanza from Cowen. Please go ahead. Your line is open.

Thanks for taking the questions. Just first question I guess a housekeeping item. Could give us the full year 2016 political versus 2015 political for the full year? I am sure that's in the release but I don't have it at my finger tips, I apologize. And I guess I am just trying to really sort of get a handle on how much revenue that we have to make up just to the extent that the core ad revenue is flat? Thanks.

Yes. So net political across whole organization, so now agency commission for 2016 was call it $8.6 million. And that compares to $2.1 million in net political in 2015. You are looking to kind of $6.5 million.

Right, okay. So not in consequential. The investments that you mentioned into interactive kind of brings up the larger question which is, when do we envision that unit scaling to profitability? Is 2017, I guess probably not the year given we are making these investments but when do you expect to see that actually contributing favorably to EBITDA? Is that 2018, 2019 to 2020?

I am going to point -- I am going to punt on that right the second for primary reasons we are working on something not large in scale or hugely large but coupled with this investment that we are making this video investment. There is some other stuff that we are working on that could change the profile of that business substantially in the near term. And would not be a major investment of capital at the same time. So I need to punt because we are in the middle of it. And so a couple of weeks I will probably be able to -- I'll be able to answer your question more definitively.

I understand. I can appreciate that. In the meantime I am wondering should we also be thinking about, are there synergies between that business and the cable business and the radio businesses that would be important to consider above and beyond the fact that it's been kind of EBITDA breakeven for the past few years?

Yes. That's what the video investments about, the video investments actually going to be across the entire platform. Do we -- one of the things that we are doing, I don't know if you discussed how you are going to report--

We have not. Which is fine, we can't.

So we are consolidating all of our back office or platform oriented digital expenses and operations into a digital hub. And then each division is going to be responsible for their individual revenue generation and their content cost. And back office, technology delivery, data analytics will be housed in a digital hub and everybody will get their share of that expense. And then we are going to report the entire segment as one digital segment. You'll see all of our digital revenue -- are we going to reported by entity?

No. It's going -- so the moment if a sale -- if a digital sale is made on a radio asset, part of that revenue is shown in the radio column and part of it shown in the interactive one column. And we are going to change that. We are just going to have one segment that captures a 100% of that digital revenue which we think for the first time will show the true digital performance of the business.

And you have a 100% of digital expenses in one bucket as well, as part of this each division is getting additional investment largely in video. There is some investment in data analytics and stuff like that but interactive one is going to be making more video and hiring video producers, Radio One is doing it for their local business and TV One is doing as well. And part of the strategy is also where we can leverage video that each of the units makes to be able to monetize nationally at I1. And so there is an involvement, there is potential small acquisition that could add scale to our business and change the profile of it this year.

I appreciate that. I just had two other quick questions if I could. The first is could you talk a little bit more about the pipeline for investments into new ventures? And I know you can't be real specific but just in general do you feel as though you might be able to deploy $10 million, $20 million over the next 12 to 24 months? Or how should we be thinking about that? Do those opportunities exist redefine the next MGM investment so to speak?

There are opportunities that exist that we are exploring in serious ways. But what have to match up are entry price, seller expectation, entry price and likelihood of success on execution because our primary motivation is to figure out where to grow our cash flow and delever. So in my view the platform doesn't need to be any bigger. We got a great cable network, we got a national platform on radio, we got a syndication business, and we reach over 80% of black America. We don't need to be any bigger to have a conversation with the very largest advertisers in America about working with us. What we need are strategic synergistic opportunity to build scale and cash flow. But everybody who sells something wants you to pay them for your synergies right. Everybody, nirvana is I operate a business and that business doesn't make much money but I sell it for a $1 billion i.e. the Unicorn and everybody wants to be Unicorn even if you are in the radio business. You got radio guys have asset that we should own because we compete with them but they still think those assets are worth $150 million when they have $5 million of cash flow. But to that point the reality is that they are not. In fact, these assets that were significantly less, the dam have holes in it and there is water coming through it. And so you got a pick throughs opportunities and we are going to find one or two of them. And we can find one or two of them to be assured that we got a high level of execution success then we'll pull the trigger. So we are shifting through a number of them now, don't have anything yet that we feel comfortable with but I'd say that there are holes in the dam and I see the water coming through. And I think the dam is going to break, the dam has to break at some point in time. And hopefully we are going to be the recipient of it if we are smart about it. We don't need to take any more risks to build the strategic position of the business. Our risk tolerance is low right now. But you can create a lot of value from the right M&A. And I tend to think that's smaller, more bolt-on oriented than it is larger and transformative M&A.

Thanks. Why don't we leave it there for now? I appreciate your time.

Yes. And let me just follow up on the digital segment. So the way we are thinking about our reports for 2017 and forward is to consolidate radio and reach into one segment. I mean I think if you look at the other radio companies they don't differentiate between their core broadcast operations and their syndicated operations. They put it all in one so I think we'll have radio and reach segment combined, the cable television segment and then a digital segment which as we talked about will have all other digital dollars and all other digital expenses consolidated in one place rather than pieced out across the other division and then obviously we'll have corporate and elimination will be the other segment.

Your next question comes from the line of David Farber from Credit Suisse. Please go ahead.

Hey, guys. How are you? Good. I had a couple questions that haven't fairly been asked. I guess first just on the sale lease pack, I just wanted to confirm I think that was previously announced but you are just suggesting it's closer to closing and then in that vein, I guess I am curious it sounds like it's like 6%to 7% cap and then is the $25 million or so earmarked for anything in terms of the term loan or how should we think about that? And then a couple of follow ups. Thanks.

Yes. So we have previously talked about it. We haven't moved closer -- we have a signed agreement, we are done -- the buyer is done a bunch of diligence we are at the tail end of that. And, yes, I think that cap rate is about right so $1.650 million of EBITDA call it for $25 million of cash. Terms of what we -- that cash flow, at the moment we haven't. The priority as we keep saying is reducing that leverage so we'll figure out what to do with that. We are looking at some small-ish acquisitions Alfred just talked about. But there is no plan for that cash as of today.

Okay. Very good. And then more of a housekeeping question. Where is the MGM income coming as far as segments and then secondarily would you guys consider potentially monetizing that to delever now that it's open? Any thoughts there and then sort of final question on the balance sheet.

It's early to think about that. And we should keep our power to try think on that part of the conversation in terms of monetizing that early. I mean obviously as Alfred said deleveraging is a priority. If there is an opportunity to do great deal we have to think about that.

I mean the only way to monetize is to sell it back them or because we don't have a foot until year three, you could sell it back to them early or you just somehow we've had people talked to us about securitizing it and then using that money to pay down leverage. Although we've had a number of people tell us it's possible, we have yet to find the in liquid stake in a regional casino store where we can walk in and get it done. But we hear it is possible. And so I mean yes if there is some way to monetize the revenue stream at some favorable way that was more lucrative than just leveraging the incoming cash flow or more cost efficient than just leveraging the incoming cash flow on our traditional tap capital structure, we loved to have a conversation but that hasn't become clear to us just yet.

And in terms of where that MGM revenue income is showing up, it's in a few places. So it's in the corporate segment so if you look on page 7 of the press release, corporate and other income, it is part of that 423 and is included as part of adjusted EBITDA there and then also on page 3 of the press release, it is included in the other income which rolls for there 852, and then further down the page the 419 of cost method investment income essentially where it is added in and calculating the adjusted EBITDA. So that's where it is and it's in the corporate segment.

Okay. And then last question was just little bit more on the credit facility. You talked about it in the prepared, I guess I am curious to give us a little bit more color if there is any large scathing factors that are to be considered, are you thinking perhaps of another NE or perhaps bond, term out some of the size, just curious if we can get little bit better understanding of how you are thinking about the credit facility maturity and then that's it for me. Thanks.

So obviously the maturity is relatively near term in the 2018 market it is how we like to do it .The thing is probably been old and is back is a may call on that which drops away April 2017. So that's been a scathing item which is going to pull away in the next month or so. In terms of how we think about it, I think that's somewhat fluid but most likely term loan, rates are good, we got a bunch of fixed debt so I think some floating is fine and we think the term loan market is probably the place where we can get the best execution right now is what our advisors are telling us.

Your next question comes from the line of Patrick Fitzgerald from Baird. Please go ahead.

Hi, guys. On MGM, are you done with your investment in that business?

Yes.

Okay. What was the -- you made a $5 million investment and what was the final amount?

$35 million in December of 2016, so total of $40 million.

Okay. And just sorry if I missed this but how are you -- how is the calculation of what you are getting use of $600 million you expect to get $6 million, is that just percentage of profit or gaming revenue?

Just 1% of the gaming revenue that's reported to the state of Maryland.

Okay. And then could you give me a kind of brief recap of your TV One agreement with cable satellite operators at this point? Like what's the average remaining contract length if you got that.

Oh Lord, Well, we have all in -- do you want to go through it Jody or should I, Jody, do you mind walking through and just the big ones in terms of your --

Yes, just give me expiration date on our contracts.

So for AT&T Direct TV it is June of 2026, for Comcast it is January of 2025, for Charter, it's March of 2023, Verizon September of 2020, -- end of 2018 and then NCTC is in September of 2021.

Okay. Thanks. And those are escalating by contracts already signed or does it depend on your ratings? How those subs would escalate.

Yes. There are no ratings performance benchmarks in any of our deals. So they just, they escalate on average of about 5% but you can't just take the 5% because there are some subs that are in there, that are free subs and some subs they are paying so the average escalation on the affiliate revenue over time is going to be about 3% or 4%.

I think we said previously for this year the volume discount is balanced and out to some extent. The kick is the escalator so it is more like 2-ish percent growth net on the [Multiple Speakers]

But that's specific for this year.

Yes. We cycle through adjustments to Comcast, AT&T, DTV then we should be back to that in growth rate.

Thanks. That's really helpful and then just Alfred on terrestrial radio, iHeart obviously making more bullish comments than it sounds like you are making with your pacing and just kind of you sounded a little less certain, how are you feeling about terrestrial radio currently?

Look, I think terrestrial radio business has been the shining star in the traditional media business. These other traditional media platform has just gotten devastated right and radio is hung in there been kind of flattish. And even if it is down one or two that's way better than newspaper and magazine and even if you look at the broadcast television advertising numbers, I mean my understanding is broadcast, TV success has been largely driven by retrans their actual advertising number is flattish to upper bid. So with that said, I'm really bullish on radio. However, as you have probably seen in the research world -- when you talk about iHeart, there is iHeart and then there others, other folks. And because of a current structure of the industry iHeart has an advantage on national business that they are currently exploiting. My personal view is that the industry needs to get this structured and they can't have one guy controlling that much national revenue on all of our stations and so at some point in time maybe the rest of the guys in the industry get together and figure out how do you offset that. But I talked to a number of the other radio guys in terms of their Q1and their Q1, I haven't talked to iHeart but their Q1 were all sort of kind of in the same position that ours were. And so I think as an industry, from a macro level the health of the industry I think radio is in as good place as any traditional media business. I think the current structure given iHeart's dominance is problematic for those of us that are smaller and something needs to happen because they do take a lot of money off the table early at lower rate and grab share, CPMs aren't growing in the business. And it's a problem.

[Operator Instructions] At this time, there are no further questions.

Thank you very much. As usual we are available offline for any additional questions. Talk to you next quarter.

Ladies and gentlemen, that does conclude your conference for today. Thank you for participation and for using AT&T executive teleconference. You may now disconnect.